IMPLEMENTAnON SERVICES AGREEMENT

Between

The County of Marin, California

And

Deloitte Consulting LLP

Dated March 29, 2005

 TABLE OF CONTENTS

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I. BACKGROUND AND PURPOSE ......... ..

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1.1 County's Requirements . .. . . ... . .. ... .. ....... ....... . . .. ... .......... . . ... . ... ... .. . . .. . .... . ...... ... ...... . ..... . . .. ........ .... .... . 1
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1.2 Vendor's Experience .. . .. . . ...... . .. . .. .. . . .. .. .. .. . ......... . .. ..... . . ... . ..

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1.3 Engagement... .
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2. THE PROJECT ............................................ ...................................

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2.1 General :..................................................................................................................................... 2
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2.2 SAP Software . ....... . . . ..

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2.3 Project Releases and Releases . . . .. .. . ..

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2.4 Critical Milestones . . . .. . . .

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25 Project Plan . . . . .. .
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2.6 Data Conversion . 4

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2.7 Training; Documentation . . . . . . .

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2.8 Organizational Change Management .. .. .

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2.9 Compatibility and Integration . . . . . .

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2.10 Root-Cause Analysis and Resolution . . . .. ... . . ..... .. ........ . . 6 ..... ...... .. .... . ..... ... ... ...... ..... .... .. . ..... ..... ..... .... .

2.11 Task Delineation . . .

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2.12 Non-Exclusivity . .. . . .
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3. PERSONNEL .... .. .. ........ ........ . ...... .. ... . ... .. .. .... ... . . .. .... . .. .......... ..... ... .. . .. ... .. .. . . .:............................................... 7
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3.1 Vendor's Personnel . . . .. .. ................ .. ..

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3.I . I Vendor's Key Personnel . . ... . ..... . 7

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3.1.2 Vendor's Project Manager . . . .. .

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3.1.3 Vendor's Project Director . ..

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3.1.4 Additional Vendor PersonneL . . . . .. .. . . . .. . 8.. ........ . . ... ..... .... ..... . .. .. .. ... .. . .. . ... .. . ... ... . ..... .. .. .. .... ..

3.1.5 Employee Qualification and Verification Process . . . .. .. 8 . ... . . . .. .......... . ... .. .. ..... ... ..... .. . ... . .. . .. .

3.1.6 Training .. . .. ..
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3.1.7 Replacement of Per sonneI. . . .. . . .. . . . . ..

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3.2 The County's Personnel . .. . . .. . . .

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3.3 The County's Policies and Procedures . . . .. .. . . . . . ...... ... . 9 .. . .. .... . .. . .. . .. ... .. ..c•••••••••••.•••...••••.••••••.•.••••••••••••

3.3.1 General . . . . . . .
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3.3.2 Network Security . . . ... . ..... .. .. . .

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3.4 Conduct on the County's Premises . . .. .:............................................................... 10

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35 Use of Affiliates and Subcontractors............................................................................................. I I

4. PROJECT ADMINISTRATION . ... . .. .. .. ... .

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4.1 Project Status Reports . . . .. .. . .

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4.2 Project Status Meetings .. . . . . .. . . .

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4.3 Steering Committee . . . . .. .. . .. . ....

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4.4 Scope Management .. . . . . . . . . .. ... . .

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4.4.1 Change Orders . . .. . .. . . .

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4.4.2 Vendor-Requested Changes . . . . ... . . .. . .. . . 13

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4.4.3 Scope Disputes . . . ..... . . . . : ......................... 13

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4.4.4 Approvals and Procedures . . . .. .. . . . . . . ... . 13

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45 Conflicts of InIerest . . . .. .. . . . . . . . . .. .
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5. COUNTY-PROV1DED ASSIST ANCE . . . .. .. ...

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5.1 Software . .......... . ... ... .. . ... . . . . . ...._ .. . . ... ..... ... .
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COUNTY OF MARIN I DELOITTE CONSULTING LLP -i- IMP-LEMENTATION SERVICES AGREEMENT

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5_2 Assistance and Cooperation ______________..__. _____._._. ___________ ._._. __._._ ... , ...... _ .. __......__ ._____ . . _ .__ .._ ......._ ...... ___ 14
5.3 Office Space and Furnishings _____ .. .. _ _ .. _ .... _ _ _ . ___ ._. .. _ ...__.___ .... _ .. __ ... ___ .. ._._._._._.__. ... . .. ..... _ .. , .. , ., .........___ 14
5.4 Delays, . .. ... ...... ..... , ........................................................................................................................ 14
5.5 Other Responsibilities .. , ............... , .................. _.......... _ . . . ._............. �. . .
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6. I'RlCE AND P AYMENT .. _...... _ . .

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6.1 Fees . . .. . ............ __.......................... _................ ____ ......... __ ........ , ......................__ .._ ................... . .... ..... IS
6.1.1 Release I and Release 11.. ..... ......__......._ _...... _ _.. __............. . ... ..... .... .. .. ............ ......... .......... _ 15
6.1.2 Pricing & Payment for Releases I and 11.. ... __.............................................................. _,.. IS
6_1.3 Release III and Additional Statements of Work ........................ ..... _. .__.................. _ .... .... 16
6.2 Invoices .. ................... .......__.......____.... _ ........ , .. __ .. . . . . "'__ " .......__... __............. . . ... . ..
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6.3 Excluded Amounts I Out-of-Scope Services ................ . ........... _ ............ ........... ............. .. .......... .... 17
6.4 Disputed Amounts ..... .... _ .................................................................................................... _.... ...... 17
6.5 Delays .
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6,6 Taxes . .... _ ............................... __....................................................................................... , . ._ .._ ... " ... 18

7. PROPRlETARY RJGHTS AND OWNERSHIP .................................._, __..... . ................... .... . ......... . ........... 18

7, I Work Product _ ....................... _ .........._ .... .......................... ........__ .................._ _......_......... .. .............. 18
7 1 I
_ _ Ownership ..__ ............... _ ........ . .. .. , ................_ . . ........... . .. ...... ........... .. _ ........ ... ....... , ............. 18
7,1.2 Definition .... , .................._ .......... , .......................__ ....................... __.. ... . ................... ... .. 18.... .

7. I .3 Vendor's License .................._......... .......................... . ............... .. .... ...... ... .. . .... .... . ... ........ 19 .

7.2 Vendor MateriaIs.. .. ................ . ...... ... ................. . . .. .......... . _.._ ....... ...... ........ ..... ..... .......................... 19
7.2. I Definition . ............ . .... ....................................... . . . .. ........ _ ...................................__..... ....... 19
7.2_2 The County's License . ... _ ................. " ............................._ ................ . ...... _ ......... .... . . 19
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7.3 Residual Rights . ... ..... . ........ ..... .. . ............. ... ........ ..................... . ........ . .. ......... ...... ...... ..__... .............. 19
7.4 Further Assurances . . ... .. . ...... . ................... . . .......... ... ... .. ............ _.. .. _ ........... _ ..............._ ................... _ 20

8. CONFIDENTIAL INFORMATION.. " .. ... .... ...... . ... _ ..... . ..................... .... ..... ._ . . .._ .... ... . . . .... . .. ... ... .. .... . , ........_ 20

8, I Definition of Confidential Infonnation . . . ........ ............. .......__ ...................__............. _, .... .... . .. ......... 20
8.2 Exclusions and Exceptions, ........................ , ........ . .. ......... , . .. ....... , ............................. _ .... ...... ..... .... . 20
83 Protection of Confidential Infonnation .......... .. __.. ..__........ , ........._ .............. ... ................................. 20
8.4 Permitted Disclosures.. _ ......... , ............ , .. " ......... , .......__........................ , ...................................... _.. _ 2I
8.5 Required Disclosures . . _ ... ...._ _ ... ... ..... .... ............ . .... .... ..... . ...... ... _ .... ............_ ................. , .......... _ ..... . 2I
86_ Injunctive Relief..._ ............ . ... .. , ........._ .._", .. ' ........................... , ............_ ............. , .................. _ ........ 21
8,7 Return of Confidential Infonnation ................... .. ....... .. . . _ ..... . ............_ ......_....... ..... . ... .... ...... _ .. .. . ... _ 21
8.8 Confidentiality Agreements ......,......._ , .... _ ....... , ........ ....... . . . ... ...... , ' .................. .............._ ..... . ..... .... 22
8,9 Duration, . . _ .. _ _ . . " , . . . ., . . . . . . . . , ' .......... " __ " _ _ ... . .... .... ..... . .. . ....... .._ . . .......... ... . .. ......, . ., ...._ ..... , ......_ ....... ..... . 22

9. REPRESENTATIONS AND WARRANTIES .. . . . ..... . . . .... .... ............ .. ........ ......... . .... .. . . . . . . . . ............ ............ 22

9, I Preparation for Perfonnance . ... ................. ............. .. . ... . .. ... . .. __ . ....... . ....... ........ . ....... . ... ., ..... 22
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9.2 Services, . ..... _ .......................................... , " , ......... _ .. . ... . ... .. .._ .. .. _.... .. ........ .. . ........ . 22
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93 Deliverables . ............ _" .. , _ .......... _ .. .. _ .. .............. . . ..... .. .. , ................ _.._................. . .

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9.4 Documentation . .. .. .. ..... _ .._ . ..... . ...._ ....... , .. .. _ , .. .. _.. ............ . .

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9.5 Disabling Devices , . . . . ..... ..__ . ..... .. __ , ...._ .. , . ... ... . ... . . . .. . ... , , ... _ , ... ..... ...... . . ' ....... . .... , .... 22
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96_ Authorizations and Approvals ..... ....... . ._ .. _ . .... . ...... ... . .. . .. ......... . ....._..... ... .......... , ........ " .. ,....., .... " .... 23
97_ Pending Litigation . . . _. ..... ... .. . . . ....... .. .. _ .., .. , ........................ _ _ ......................................................._ ... 23
98_ Conflict of Interes! . ...... __ ." _ _ _ ..._ " " ..__ .... ...... . .. , ............... _ . .. . _ .... .... _ ........ . . ..... ' ........................ ,..__ .... 23

COUNTY OF MARIN I DELOITTE CONSULTING LLP IMPLEMENTATION SERVJCES AGREEMENT

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9.9 Compliance with Laws .......... ..... . ........ . ... .. .. .. . . . . 23

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9.10 Third-Party Products ......... .... ... .. .

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9.11 Remedy for Breach of Warranty .........................•...............................: ......................................... 24

9.12 Disclaimer of Warranties .
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10. INDEMNIFICATION ..... ... . ... .... ... . . ... . .. . ... . . .......... . . ....... . ..... ............. :......................................................... 24

10.1 Bodily Injury and Property Damage .

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10.2 Infringement .
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10.3 Third-Party Services. .. ... . ........ . ... .... ....... .. . ...........� ..... ....... . .. . .... ........ .. .. . . ... 25
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lOA Procedures .......................................................................: ....................................... •...................... 25

II. TERM & TERMINATION ................................................: ............................................•........................... 25

11.1 Term -,-............. .................................................. :......................................................................... 25
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11.2 Termination .
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11.2.1 Termination for Breach :.......................................................................... 26

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11.2.2 Terrnimition by the County for Convenience . 26 ............................... ....... . .............. . .... .... .. .

11.2.3 Termination by the County for Change in Control of Vendor . . 26 .......... ...... . ... . .................

11.2.4 Termination for Force Majeure Event ".................................................................. 27 .

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11.2.5 Termination for Non-Appropriation of Funds . . 27 . ... .. . .. ....... ........ .. .. .. ............. . .... ......... . . ...

11.2.6 Termination by Vendor for Regulatory Change . . . . 27 . .... . ........ ... .... ......... . .. ...... ..... ... .... .... ..

11.3 Effects of Termination . .. . ,............,................................................................. 28

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11.3.1 Transition Assistance 28

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11.3.2 Amounts Payable . . . . . 28

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11.4 Postponement or Suspension of Release II . . . . . . . ... ........ ... ... . 28 ... .. .. . ............... . .. . . . . .. . .. .............. ...... .. .

12. LIMITATION OF LIABILITy ... . .......... . . .... .... .. . .

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12.1 Maximum Liability of Vendor .... ... .. . . . . . . . .
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12.2 Maximum Liability of the County . ...... .............................. . . . 29

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12.3 Exclusion of Indirect Damages .

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12.4 Exceptions ........ ..... ... .. ...... .......... .. . .. ... . . . .. . .............. ................. ........... . .... .... . ... . . . 29 .... ..... . .. . . ........ ... ..

12.5 Fprce Majeure ..... . . .... ..... . . .

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13. ACCEPTANCE TESTING .. ... .. . . ..... . . ... . .. . . . . . . .. .. . .. . ..... .. ........... .... . ........... . .
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13.1 Pre-live Acceptance .... . .. .. . .. ... ......... .
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13.2 Post-live Acceptance . . .... ... ...... . .. . . . . . . . .. .......... . . .

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13.3 Non-Software Acceptance .. . . .. ..... ..... ... .. . . ... .... . . . ............ . .. ... ...... . . . . . ........ ... ... .... ... ...... . .... .. . 31
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13.4 Testing Procedures and Criteria . .

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13.5 Delays in Achieving Acceptance ... . ... .. . . ... .. .... ...... . .. . .. ..... . . ...... . . ........... . . . 33
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14. INSURANCE ....................................... ....................................................................................................... 33

14.1 General Requirements .. ..... . .. .. . ... .. . .... ... . . . . . . . . ...... .... ... .. . . . .. ..... ..
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14.2 Coverages .. .... .. . . .. ... .. . . .. . ..... . . .. .. . .... . . . . ... . . .. .
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14.3 Other Insurance Requirements .. . . .. ... ... . . . .. .
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15. RECORDKEEPING AND AUDIT RIGHTS . . .. .... . .. . ... . .. .... . ................. ........ .. ..... : ..................................... 35

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1 5. 1 Recordkeeping ... . ....... . .. ...... . .............. .. ............ .. .

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15.2 Retention / Inspections . . ...... . ... . ... ............... ....... ... . . . :.............................................................. 35
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16. DISPUTE RESOLUTION . . ..... .. . .

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1 6. 1 Dispute ... ..... ... ..

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16.2 Exceptions .. .
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1 6.3 Remedies .. .. . . .. . . ...

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16.4 Tennination or Suspension of Services_ . .. ..... . . ... .. . .

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17. MISCELLANEOUS ..... .. . . ........ . ..... . ..... . ... . ... ... .

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17.1 Assignment.. . .:...................................................................................................................... 36
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17.2 Counterparts ... .... . . ..

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17.3 County Action . ...

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1 7.4 Limitation on Actions .. . . . : ........................................................................................ 37

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17.5 Governing Law .. .. ... . . .

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17.6 Govemmentallmmunity . . . . ..
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17.7 Independent Contractor . .:....................................................................................................... 37

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17.8 Inclusive Reference . .. .. . . .. . . . . . ... .

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17.9 Integration and Arriendment.. . . . . . . . . .. .... . ...

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1 7. 1 0 Neither Party Considered Drafter. . . . .. .. .. ,........................................................ 38

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17.1 1 Nondiscrimination . . ... . . . . .. . . . . .. . .

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17.12 Non-Exclusive Remedies . . . . . . . :................................................................................ 38

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17.13 Non-Solicitation . . . . . ...

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17.14 Waiver of Jury Trial . . . . .. . . .. ... .

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17.15 Notices . .
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17.16 N o Waiver . . ..... .. . . . .

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17.17 Order of Precedence . . . .. . . . . ... . ..

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17.18 Publicity . . . .
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17.19 Severability . . ..
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......... ........ . 41 ........ .... ....... . ........... ...... ........ .... ..... .... ......... ..

17.20 Survival ......................................................................................................................................... 41

17.21 Third-Party Beneficiaries . .. . . . ... ... . . . . . . . .
.... .. .. ...... .. . . .. .. . . 41
. . .. .. . ... .. ..... .. .. ... . . .. .. . . . ...... .... . . . .... ..... ... . . . .....

COUNTY OF MARIN I DELOITTE CONSULTING lLP iMPLEMENTATION SERVICES AGREEMENT

 List of Schedules and Exhibits

SCHEDULE 1.1 ............ .. ............ :......................................................................................................... Special Districts

SCHEDULE 2.4 .... . ..

. . ......... .. .
........ ..... ... . . .. ..
............ ... . ..
..... . ... .. .
...... ................ .. . .
. . . ................ .. . . Critical Milestones
... ..

SCHEDULE 3 . 1 1
. .................................................................................................................................... Key Personnel

SCHEDULE 3.5 .......................... . . .. . . .... . .

. ................ ....... .... . .,................................................ Approved Subcontractors

SCHEDULE 4.4. 1 . . . . . ..
. .. .......... . . .
.... ...... ... ..... ;........................................................................ Applicable Hourly Rates
.

SCHEDULE 6.2 . . .
.. . . . ..... ....... . . ... .. . . . . .
. . . . . . ........ ..... .. .... .. . .. ................... . .. . . ...
. ... .. .
............. ....................... Fonn of Invoice

SCHEDULE 13.4 .,........................................................................................................................ Performance Criteria

COUNTY OF MARIN f DELOITTE CONSULTINe LLP IMPLEMENTATION SERVICES AGREEMENT

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 Index of Defined Terms

Acceptanc'L . ,......................................................31
... . Live Testing ............................... .. : - . . . . .3 1
. ... �.. ... . .. ..... . .

Acceptance Criteria . .. _
........ ...... .30. •........................... Losses .. . "" .._ ......... . .. .
.... ... . :......... "................., ........24
Acceptance Test Procedures . . . . .. -30
.............. . .... ... ...... . Parties . . .
..... ...... ..... ...... .......... . . . .. . . .. . . . . 1
. . ......... ....... .. ....

Achieve.........................:.......... __ . . . . . .. 1 6 ... .. ........ .... . . ... Party . ...

.... . . . .. .
.... .. ... . ... .. ...... :.................................. "." I
Achievement . . .. . �
. _ .....�........ .. __ . .. .1 6
... .. ........... ....... . ...... Phases . .. .
....... ....... :.............. .......................................3.
Affiliate . .:... :................ """ .................................,.. 1
. .... Post-live Acceptance .............. ,....._ .3 J .... .. . .
.... .. .. ... ... . .
Agreement . . . ... . ..
........ ... ............. . . . ,.1 ...... ... . ........... ...... Pre-live Acceptance . ...
. .. .30
...... . . . . ..
. . .. . . ..
...... . ..............

Applic�ble Hourly Rates .. . . . .. . .. � .. 1 2

.. .... .. . . .............. ... .. Pre-live Testing Period . . . . .. :.30
... ............ . ...... ........ .. .. ..

Ariston . . ._
......... .... . ;............ 1 0
... .........................•........ Project . ..
.................. . .. . ... . .... . ......2 .. ...... ............ ............

Blueprint :................................................................5
.. Project Director . . . . . . -' ......:....................8, 9
. ... ...... .. .. . ....

Blueprint Deliverable .. . . . .. .... .......... ... _ ..... ...... . . ....... .. 5 Project Fee Cap.. .. . . . .
..... ........... 16 ........ ... ..... ... ..... ........

Board . . . :...............� .. .
......... .. . ..... 13.. .
.... ..... ................. . . Project Manager. . . . '"'''' ............................7
.............. . . . .

Business Case . . . . . . . .. .. . . . . .5
.... ....... . ...... . . . . ... . .. . ........ . . .. . . . Project Plan . .. . . . . . . : ..............................:.........A
... .. ..... .. .

Business Day . . . . . . .. .
.. . . .:......................9
....... ......... ...... . . Project Team . . . . . . . "'''............:................9
.. .... . . . .... .... .. . .

Change in Control..: . . . .. 26
...... .........�. ............. ........ ... ... Proposal . :........: .................:.................... :............... 1 2
..

Change Order.. ...... ,............_ . . .. . . .. .. 1 2

. ... ..... .. . .. . ......... .. Provided Resources ................__... __ .__ .. __ .5 .___.. ____..:.... __

Confidential Information . .. .... . . . .20

... ..... . . . ........ ..... .... .. Release :..................................................................3
....

Control . . . .,.............................c.. . . .
... ..... . ..... 1 ..... .. . . ...__. .. Release I ' " . . . . . ..3
" ............................... _." ........ ... . . .. .....

CopYright Act . : .........:.......................................... 1 8

. ... Release II . . :.................,........:......................3
......... . . ....

County ...__......... :........................................................ I Release Ill .:.,.....''''''''''''.:..........................................3

.

County Representatives . . . ., ......................:........ .36

... .. . Root·Cause Analysis . . . , ........................................6
... . .

County ReSources � ... __ . .____ .._._.

".".". "" _______..5
.. .... _... ____ ._._. SAP . . . . . .. . . ""''''''............................. I
. ......... .. .... ......... . . .

County's Indemnitees . .. .. . :...............:.............. ,....24

... . SAP Software .. . . .. .. .-..�. .
....... ... . .... . . _.2 ... .... .. ...... .... .. .....

Critical Milestones,._. ___ ._.______ .:..._. __________ ..•. __ _ _ ____ __

_ _ _ ...A Services . . . . . _ .. . ..
........._ ........ . . . ......... :.2 . ... .... .... .... . ........

Deliverab les ....................: . . � .. . 2

. ........... ._ ... ...... ... ......... SoftWare Component :......:.........................-.........:. .30
..

Disabling Device :................................................22

.... Statements of Work . .. . . . . . ..:.........�
. .. � .3
.. .... ..... ... . . . . . . .....

Dispute . .. . ..
.... .. .. : ..............................................35
. ...... . Status Report . . ........... . ,.......-............,.......................II
..

Effective Date . . . . . . . .
.... . ..... .. .
.
. ,.........,.... 1
. . ... .... ........ .. .... Steering Committee . . .. ........ ............... ......... ..... ...... . . 12
ERP . . :........................:.................................... 1
.. .... ...... Strategic Change Management Plan . ... .......... .... . �. .. . . 5
Escalation Period . ... .........: ............................... 1 7
.... .... Subject Matte� Experts . .
.. .. . ... 9 . ................... ............... .
Firm Performance Date.............. _. . .. . .. . 4 .. . ........... ... .. ... System .. . . ..
.. .. .... .... ... .. ..
.. ... . . ...... . 2
... . .... ..... ............. ......

Force Majeure . .. . . ... ... . .

... . ...... . . . .. . .29
............. ...... ... ..... . Term . .-............................:....................................25
.....

Formal Dispute . .. .
. ... . . .
..... .... .... ...... . .. . .3 8 ... . . ........... . . .. . Terms and Conditions .. . . :................................ 1
. .. .... ... .

Functional Requirements Matrix . . . ___ ..__ 2 ...._ _ _. __ .... . .... .. Training Services . .-........................................ 1 5
....... ....

G o Live Date . ..
. ...... .. . . . . .. . ... .. . . .31
. ...... ... .. ..... . . . . . .... . . . . . . Training Services Fees . . . .. . . . . .
.. . .-..... 1 5
. .. .... . . . ... ...... ... . ...

Holdback AmounL. .. � . . ... .. .. . . :.................. 1 5

... ... . .... .... . Vendor . . . � .. .
...... . .. . ,.......................:.................... 1
.........

Include . .
.. ....... ........... . . . .. .. ...... . .. . .3 7
.... . . .. . ........ . ...... ..... Vendor Materials . . . . . . . ... . . . . .. . . .. 1 9
. . .. .... . .......... . . .. .. .. . ... ..

Includi ng . , ................................... :.......................... .3 7

. Vendor Person . :.................................................8
..... . . .

Infringement Claim .. ' .....................................24

. ......... Vendor PersonneL .. . . .. .... . . . . . ... .. 8
..... ...... ..... . . ....... . . . .. .. ..

IT .............................................................................. .5 Work Made for Hire . . ... . . : ..... .-.................. 18·

. . . . ...... ......

Key P ersonnel . . . .. . . .... .

. .... ... . ....... . ... . ..7
.... . ...... ..... ......... Work Produc!... . .. . . . . .. . .. . .. . : .......:...;... 1 8
...... . . .. . . . . .. .. . .. . .. .

-" ,,-,'

COUNTI OF MARIN f DELOITTE CONSULTING LLp· " IMPLEMENTATION SERVICES AGREEMENT

- I .
 IMPLEMENTATION SERVICES AGREEMENT
This Implementation Services Agreement (the "Agreement") by and between The County of Mariri,
California, a political subdivision of the State of California (the "C;ounty");and Deloitte Consulting LLP, a Delaware
limited liability partnership having a principal place of business at 1633 Broadway, Ntw York, New York 10019-
6754 ("Vendor'), consisting of pages I through 40 hereof (collectively, the '''Terms and Conditions") and the
various tables, Schedules, Exhibits, and other content that precede or follow the Terms and Conditions, is entered
into and made effective as of March 29,2005 (the "Effective Date"). Vendor and the County are each referred to
herein as a �'PartY' and are collectively referred to h,erein as the UParties:�

In consideration of the premises and the mutual covenants set forth herein� and for other good and valuable
consideration, the receipt, sufficiency, and adequacy of which are hereby acknowledged, Vendor and the County,
intending to be legally bound, hereby agree as follows:

1. BACKGROUND AND PURPOSE

1.1 County?$ Requirements

The County 4esires to implement a comprehensive, integrated, enterprise resource planning

("ERP") system to support the County's financial and human resource management (and possibly certain other)
<,activities and operationS and that' is appropriately configured to at least meet the current needs .of a governmental
entity of the nature, size, and complexity of the County (including the COu:nly�s obligations to p�ovide SeIVices to its
Affiliates, as defined below). The County also deSires to obtain certain teclu;tical consulting; systems integration,
customization, software configuration, traip.ing, and other services related to the planning, validation, development,
implementation, and support' of such a system. As used in this Agreement, the term «Affiliate" means: (i) with
respect to' VendQf, any person or entity iliat, at any given time, directly or indirectly, through one or more
intermediaries: (a) Controls (as defined below) Vendor; (b) is Controlled by Vendor; or (c) is under common
Control with Vendor; and (ii) with respect to the County, any of those agencies, bodies, boards, or' other
gove�ental entities or organizations (including organizations �ch as, for example, special districts (e.g., school
districts and fue districts), courts, joint power agencies, employee retirement boards, etc.) lo�ated in whole or in part
" within the jurisdictional boundaries of the County of Marin, California (or otherwise baving a reasonable, connection
. to such County) and for which., at any give"n time, the County or any agency. department, or office of the County
(including, for example, the Marin County Auditor-Con"trollef�s Office) provides information technology se[Vices�
support, or operation or otherwise serves the infonnation technology needs o� currently inc1udil;tg those entities ..
, identified in Schedule 1.1 attached hereto. As used in this Agreemen� the term "Control" means the power (or, as
applicable. the possession or exercise of the power) to direct or cause the direction of the managemen� governance,
or policies of a given entity, directly or indirectly, through any applicable means (whether through the legal,
beneficial, or equitable ownership, of more than fifty percent (50%) of the aggregate of all voting or equity interests
or securities of such entity� through partnership. or through some other form !";>f ownership interest, by contract or
other applicable legal document, or olherwise).

1.2 Ven�or's Experience

Vend()r has represented to the County and hereby reaffirms: (i) that Vendor possesses skills and
experience copsistent with Vendor's position as a leader in the infonnatlon technology industry in implementing the
my SAP Business Suite of software products, and related products made' available by SAP Public Services, Inc.
("SAP"), to be implemented under this Agreemen� (ii) that Vendor is a timely, competent, qualified, experienced
provider of the types of related services that are required by the County. and that Ven<;ior is experienced in providing
these types of services to governmental entities o"r a similar n�ture and size as the County. (iii) that Vendor is
presently designated by SAP as one of its Global Services Partners and that it is experienced in working with SAP in
such implementations; (iv) that Vendor has sufficient highly qualified personnel available that it shall assign to
performance under this Agreement to allow Vendor to perform its obligations under this Agreement; and (v) that ,all
of Vendor's technical personnel who will be engaged in any material performance under this Agreement have the
appropriate prior experience in implemen�ing the currently available versions and releases of SAP Software, and
that at least one of Vendor's personnel who will be engaged in perfonnance hereunder has achieved SAP's public

COUNTY OF MARIN f DELOITTE CONS ULTING LLP IMPLEMENTATION SERV1CESAcREEMENT

- I -
sector academy certification. Vendor has advised the County that it can fulfill and satisfy the, County's
requirements, as stated in this Agreement, to provide leadership (including, but not limited to, with respect to
general project leadership skills, change management experience, highly qualified and experienced personnel,
industry-specific knowledge and best practices, and sound professional advice) to the County in connection with its
project to implement a comprehensive ERP system and for such related servi�es as are described in Section 1.1.

1.3 Engagement

The County hereby engages Vendor to render all of the services described in this Agreement (the
"Services") and to participate in the preparation of all of the deliverables described in this Agreement (the
"Deliverables"). Vendor hereby accepts such engagement on the terms set forth herein and agrees to perform all
such Services, and to participate 'in the preparation of all such Deliverables, in accordance with this Agreement.
Notwithstanding the foregoing and any other provision in this Agreement, the Parties acknowledge and agree that all
references to "Services," '<Deliyerables;' "Project," and "System" throughout this Agreement, as they relate to
Vendor's performance, obligations, rights, or responsibilities, shall be deemed to mean only that portion reflecting
Vendor's contribution thereto. For the avoidance of doubt, and by example only, Vendor shall not be responsible:
(i) for Services that are not or were not to be performed by it or On its behalf; (ii) for that portion of any Deliverable
with respect to which Vendor or its subcontract9fs did not or were not to provide or contribute; (iii) for that portion
of the System with respect to which it or its subcontractors did not provide, implement or install; and (iv) to the
extent that Critical Milestones are not met as a result of the acts or omissions of the Comity or third parties other
than the subcontractors under the direction or control of Vendor.

2. THE PROJECT

2.1 General

Vendor shan be the prime contractor hereunder and. subj(!ct to and consist�nt with the terms and
conditions of this Agreement, shaH possess or obtain the resources necessary and appropriate for Vendor's
performance hereunder, as expressly identified herein-or in the Schedules and attachments hereto, but not including
the resources to be procured,obtained, or supplied by the County (including the SAP Software, as defined below)..
The Services shall consist of the planning1 validation, development, implementation, configuration. customization,
,
and tuning of a comprehensive, fully-integrated ERP administrative information system (the "System' ) that, in
accordance herewith, provides all of the functionality (including all of the functionality and functional requirements
identified in Appendix A, the "Functional Requirements Matrix," to the Statement of Work for Release I and
Release II, as currently contemplated, which Statement of Work shall be completed by the Parties in accordance
with Section 2.3 hereof) and meets the County's needs and requirements, as set forth in this Agreement (all such
Services, tasks, and activities, collectively. the "Project»} In peIforming the Services and providing the
Deliverables, Vendor shall at all times take appropriate advantage of and, unless expressly directed otherwise by the
County. implement or incorporate with regard to the System. best business practices for governmental entities that
are generally consistent wit� those of nationally recognized SAP software implementers, as they related to the
Project and the SAP Software. T hroughout the Project, Vendor shall provide such experience, consulting assistance,
and recommendations as are consistent with Vendor's position as a leader in tbe Information technology industry
and necessary to the success of the Project. Vendor understands and acknowledges the importance of this Project
and the timeliness 9f Vendor's perfonnance hereunder to the County, and Vendor agrees to provide resources and
attention to the Project in a timely manner, and to have one or more members of Vendor's principals or directors
within Vendor's Enterprise Applications practice aware of the status of the Project throughout the Term, in
accordance with this Agreement.

2.2 SAP Software

It is anticipated that the System will include, but may not necessarily be limited to, proprietary
software programs of SAP that the COQnty has licensed or intends to license, as applicable, directly from SAP
pursuant to one or more separate written agreements (such programs, coJIectively. the «SAP Software':). It is
expressly understood and agreed by the Parties that Vendor shall implement the SAP Software hereunder with only
such custom software programming, and such other customizations and modifications to the programming code of
the SAP Software, as are specifically set forth in any of the Schedules or other attachments to this Agreement, or
approved in advance and in writing by the County. on a case-by-case basis� which approval shall not be

COUNTY OF MARIN / DELOtTTE CONSULTING LLP IMPLEMENTATION SERVICES AGREEMENT

- 2"
uru-easonably withheld_ Vendor shall use commercially reasonable efforts to utilize the configuration capabilities
and other features of the SAP Software to appropriately configure and adapt )t, to the extent reasonably practicable
witho�t writing custom software code, to the County's needs, requirements, and b-usiness practices, as stated in,this
Agreement, recommending to the County, when necessary and appropriate, business practice changes that conform
to industry best practices. In no event shall Vendor develop or implement any customizations and modifications to
the SAP Software, develop or implement any other custom software programming, or otherwise alter or modify the
SAP Software or any other third-party software licensed by the County, in a manner that materially and adversely
affects the County's rights under any applicable license agreement with SAP or any other third-party software
licensor. When designing or proposing any customizations or modifications to the SAP Software.. Vendor shall
reasonably inform the County of the maintenance implications thereof.

23 Project Releases and Releases

As further described below in this Section 2 and the other Schedules to this Agreement, the Project
shaJJ, unless otherwise mutually agreed in writing by the Parties, be structured into the foJlowing major functional
releases (each, a "Release"): (i) "Release J," consisting of implementation of SAP Software modules relating to the
core financial operations of the County, including SAP Software modules relating to general ledger/budget control,
accounts payable, purchasill:g, accounts receivable/revenue receipt, project accounting, grant accounting, and fixed
assets; (ii) ··Release II," consisting of implementation of SAP Software modules relating to the core human
resources and payroll operations of the County, induding SAP Software modules relating to human resources,
benefits administration, and'payroll operations, as well as budget preparation and work order management; and (iii)
optionally, at the sole discretion of the County, "Release Ill," consisting, as currently anticipated and as may
hereafter be mutually agreed upon, of implementation of the mySAP CRM (Customer Relationship Management)
and .SRM (Supplier Relationship Management) SAP Software modules and of interfaces to the County's geographic
infonnation systems (currently ESRI). as such implementation work and efforts, and the terms and conditions
pertaining thereto, may, if performance of Release III is requested by the County, be mutually agreed upon by the
Parties in vrriting, as described below. Each Release of the Project shall consist of various "<Phases," Vendor's
performance of all of the Services, tasks, and activities, as well as Vend.or's provision of all of the Deliverables, that
relate to a Release and each of its Phases shaJJ be described in one or more "Statements of Work" mutually agreed
upon in writing by the Parties (inc1uding any document that references and incorporates the tenns of this Agreement,
declares that it·is a Statement of Work entered into under �his Agreement) and has been executed by an authorized
representative of each Vendor and the County). The Parties agree to work diligently and in good faith to finalize
and complete the currently incomplete and unfinished Statement of Work that shall apply to Release I and Release II
of the Project within thirty (30) days after the Effective Date and in such a manner as to not require any increase in
either the· Project Fee Cap or the Training Services Fees that are respectively specified in Section 6_ 1 -2. If a
mutually agreed upon, finalized version of such Statement of Work is not executed by a duly authorized
representative of each Vendor and the County within such thirty (30) day period, then, notwithstanding anything to
the contrary elsewhere herein, this Agreement shall tenninate at the end of such period and all perfonnance
hereunder shall immediately cease. In addition, Vendor shall not commence perfonnance of any Services hereunder
uqless and until such Statement of Work is finalized and executed by the Parties, and in no event shaH the County be
required to pay for any time expended by any Vendor Personnel prior to the execution of such Statement of Work
In the event and to the extent that any Statement of Work conflicts with or modifies any provision of an earlier
Statement of Work, the terms of the later Statement of Work shall prevail and control, except that any alteration,
modification, or other change to the requirements or provisions of the Functional Requirements Matrix attached as
Appendix A to the Statement of Work for Release I and Release JI of the Project must be specifically identified as
such an alteration, modification, or change in a Deliverable or other document mutually agreed upon in writing by
the Parties_ Included among the Deliverables provided by Vendor during each Release shall be reasonably detailed
documentation on aU p-ortions o( the System as implemented during such Release that is sufficient to enable the
County to use, operate, and maintain the System (to the extent then implemented) in the County's environment and
that otherwise meets the requirements of this Agreement. Unless expressly provided otherwise herein or in an
applicable Statement of Work, Releases o f the Project may be performed in parallel (Le_, simultaneously active) and
need not be conducted serially_ Each Release of the Project shall be deemed completed upon the successful
completion of each of its component Phases. and of the Services, DeHverables, tasks, and activities to be provided
by Vendor in all material respects, during such Release and each such Phase, in accordance wilh the terms of this
Agreement, and issuance. or deemed issuance, as' the case may be, of the County's Post-live Acceptance or
Acceptance, as applicable" of all of the foregoing, in accordance with Section 13.

COUNTY O F MARIN I DELOITIE CONSULT1NC LLP IMPLEMENTATION SERVICES AGREEMENT

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 2.4 Critical Milestones

Each Release and Phase shall be performed or implemented in accordance with the critical
milestone dates CCritical Milestones,") set forth in Schedule 2.4 attached hereto (and any other such dates mutually
agreed to in writing by the Parties from time'to time) and in accordance with the Project Plan described in Section
2.57 below. In the event of any conflict with respect to the dates corresponding to any events, tasks, or activities that
are both specified as Critical Milestones and set forth in the Project Plan, the Critical Milestones shall control
(except when a date is simply specified more precisely in the Project Plan than it is as a Critical Milestone, e.g., the
Project Plan indicating March \ 5, 2005 while the Critical Milestone for the same event is specified as March 2005).
The Parties acknowledge, however, that the Schedules and attachments hereto are based on the parties' good faith
understandings and expectations that apply at the time such Schedules and attachments are executed and that the
specific start and stop dates contained therein are estimates that may need to be revised from time to time. Such
dates are not intended as firm performance dates unless expressly identified in Schedule 2.4 attached hereto, or in a
Statement of Work, as a "Firm Performance Date." Vendor agrees to notify the County promptly in writing if it
expects or encounters significant delays in completing the Services. In the event of a failure to meet a Critical
Milestone, the parties shall follow the procedure set forth in Section 2.10 below.

2.5 Project Plan

Each of the Parties shall perform its obligations hereunder materially in accordance with the
"Project Plan," the initial draft of which shall be produced by Vendor (with the reasonable cooperation, input, and
assistance of the County), shall be consistent in all material respects with the applicable Statement of Work and any
"Workplan" described or included therein, and shall be delivered to the County in accordance with the s.-hedule
provided in such Statement 'of Work. Unless otherwise mutually agreed in a Statement of Work entered into
hereunder, the County will maintain and update, as mutually agreed upon by the Parties from time to time (in
accordance with this Agreement and the Project governance procedures agreed upon by the Parties), the Project Plan
throughout tbe duration of the Project and will make the then-most current version of the Project Plan available to
Vendor at all times_ The Project Plan win, at any given time, describe in detail the various activities, tasks, and
responsibilities (including the hours planned to be expended therein, on a task-by-task basis), task start dates and
completion dates, and task interdependencies, then planned to be performed by each of the Parties as part of the
Project, in accordance with the applicable Statement of Work Vendor shaH at aU times cooperate with, assist, and
provide input to the County in a timely manner in updating and maintaining the Project Plan. The Project Plan shall
be created, updated, and stored using a current version of Microsoft Project. Throughout the Project, each Party
shall diligently and accurately monitor, track, and record the number of hours actually expended by it and its
subcontractors with respect to each respective task and activity in comparison with the Project Plan, and each Party
shall make these records of such hours available to the other Party upon request.

2.6 Data Conversion

In accordance with each applicable Statement of Work, the Project Plan, and the Critical
Milestones, during each Release of the Project, the County. with the cooperation of Vendor. as described in the
Project Plan, shall appropriately extract, transforin or convert, load into the System (to the extent implemented
through such Release), and validate following such loading, all of the data contained in the County's systems that
are related to such Release and the business processes or functions and SAP Software associated therewith, so that
an appropriate and representative sample of such data is available for the Pre-live Testing Period (as defined in
Section 13.1), and all such data are readily accessible and usable through the System (to the extent implemented
througb such Release) by the County during Live Testing (as defined in Section 13.2), for such Release. With
respect to such extracting, transform�ng or converting� loading and validating of the County's data, Vendor shall
perform tbe tasks specified as the responsibility of Vendor in the Statement of Work and the Project Plan . The
County shall load all such data into the System (to the extent implemented through such Release) with the assistance
of Vendor, in accordance with the Project Plan, and the County shall provide Vendor with the necessary access to
such data, and any reasonably requested information, cooperation, and assistance in performing such activities_ The
County acknowledges that it is responsible for the integrity of such data prior to transfonnation and conversion.
Vendor shall promptly restore (or, if so directed by the County, assist and guide the County in restoring) any of the
County's data from tbe County's data archives (i.e., from tbe most recently available backup copy of such data,
unless otherwise directed by the County) to the extent that any direct or indirect l.oss, destruction, deletion, or

COUNTY OF MARIN I DELOITTE CONSULTJNG LLP IMPLEMENTATION SERViCES AGREEMENT

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alteration of such data is caused by or results from negligence or willful misconduct of Vendor or its subcontractors
(or any of the Vendor Personnel), in connection with performance of Vendor's obligations under this Agreement

2.7 Training; Documentation

In addition to the obligations described above in this Section 2. and in accordance with all
applicable Statements of Work, the Project Plan, and the Critical Milestones, Vendor shall, as part of the Services
provided under any given Statement of Work, recommend and provide any necessary and appropriate training for
the County's Project Team (as defined in Section 3.2), which training shall he provided at the appropriate times
during the Project, so that such personnel are sufficiently trained in the methodology and tools for their assigned
duties in connection with the Project. One or m�re Vendor consultants engaged in performance hereunder shall
have some knowledge of the specific release of the SAP Software to he implemented hereunder, as neces�ary and
appropriate with respect to the areas and functionality identified in the release notes as having changed in such
release, in comparison with the previous release of the SAP Software, where such consultant's duties hereunder
include or involve such changed areas or functionality_ Vendor shall also deliver to the County, in accordance with
the Project Plan, system administration documentat ion that will reasonably allow the County's information \
technology ("IT") staff to operate, .support, and maintain the SAP Software and the System, as specifically
.
implemented in the County's environment, following the conclusion of the Project
�
J
2.8 Organizational Change Management

Throughout each Release and Phase of the Project, and in accordance with the Project Plan,
Vendor shall utilize a strategic organizational change management approach and methodology, and regularly
provide the County with recommendations. advice. and direction regarding cultural change within the County's
organization, such that the County is positioned to realize the benefits of, and effectively utilize, the System and the
SAP Software consistently with the business processes and practices set forth in the applicable "blueprint
deliverable" (i.e., the Deliverable documenting the "Blueprint" Phase of each Release) with respect to which the
County has issued its Acceptance hereunder. Such approach, methodology. recommendations, advice, and direction
shaH be tailored to the County's particular culture and environment and the specific organizational and political
issues that arise during the Project. During each Release and Phase of the Project, Vendor shall promptly develop
(subject to the County's review and approval. and any modifications by Vendor necessary in connection therewith),
and thereafter maintain throughout the Project and regularly share with the County, a strategic change plan that
appropriately addresses risks and barriers that are anticipated or actually encountered with regard to the Project and
that is tailored to the documented business case for the Project ("<Business Case") and the unique characteristics of
the County's organization with regard to dealing with change (the "Strategic Change Management Plan"). The
Strategic Change Management Plan shall provide direction to the County regarding actions that need to be taken amI
communications that should be made in order to drive necessary change throughout the County's organization.
More specifically, the items addressed by the Strategic Change Management Plan with regard to each Release and
Phase of the Project shall include change planning, change leadership training and development, necessary
realignment of the County's respective organizations, effective' processes for managing resistance to change,
, communications planning, change technology transfer, and methodologies for continuous improvement (e.g., the
ongoing assessment and meaSllrement of change that is realized by the County).

2.9 Compatibility and Integration

Vendor shall provide Services to the County in accordance with the Project Plan and all applicable
Statements of Work so that the System, the Services, the Deliverables, and other resources and materials
(collectively, the "Provided Resources") that are provided by Vendor to the County, incorporated into the System by
Vendor, or approved or recommended by Vendor for use by the County in connection with the use or operation of
the System, shall be fully compatible with, and shall not materially and adversely affect, or be materially and
adversely affected by, each other or the other hardware, software. equipment, network components, systems,
'
services, and other resources that are owned or leased by, or licensed to, the County, as of the EfIeG;tive Date
(collectively, the "the County Resources"). To the extent specified in any given Statement of Work, Vendor shall
develop. modify, or implement any interfaces that are necessary or requir�d for the Provided Resources to integrate
fully and successfully, and be compatible, with the County Resources. Vendor shall cooperate and work as
requested with the other service providers of the County to coordinate the development of the System and the
provision of Services with the services and systems of such other service providers. Such coordination shaH

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include: (i) facilitating with such other relevant service providers the timely resolution of all problems that may
arise and impact tpe System, the Services, or the Deliverables, regardless of the actual or suspected rc:,ot-cause of
such problems, and using all commercial1y reasonable efforts to obtain and maintain the active participation,
cooperation, and involvement of such other service providers as is required for such problem resolution;
Oi) providing infonnation concerning any or an of the Proviqed Resources or the data, computing environment. and
technology direction used in implementing the System and providing the Services and Deliverables; (iii) working
and cooperating with SAP, as the licensor of the SAP Software, as reasonably necessary; (iv) working with the
County's other service providers in the implementation and integration of the System, the Services, and the
Deliverables with the County Resources in the County's environment and, as provided in each applicable Statement
of Work, in the integration and interfacing of the services of such other service providers with the System, the
Services, and the Deliverables; (v) providing access to and use of the Provided Resources· by the County and its
third-party service providers, as reasonably ntycessary or requested; and (vi) perfonning other reasonably n�cessary
tasks in connection with tlie System, the Services. and the Deliverables, as such tasks are set forth in a S�atement of
Work. in order to accomplish the foregoing activities described in this sentence. In the event of any dispute between
the Parties as to whether a particular service or function falls within the scope of the services to he provided by the
County's third-party service providers (or by the County itself), or within the scope of Services to be provided by
Vendor hereunder. Vendor shall actively manage and participate in such dispute and shaH use commerciaBy
reasonable efforts to facilitate the participation and cooperation of all other entities involved in such dispute. If any
of the activities described above in this Section require the disclosure of any propriet¥Y infonnatjon or Confidential
Information (as defined in Section 8) of Vendor to any third-party service provider of the County, such third party
shall be required to enter into a reasonable confidentiality agreement with the County. with terms no less restrictive
than those of this Agreement regarding the protection of such Confidential Infonnation.

2_10 Root-Cause Analysis and Resolution

Within forty-eight (48) hours after Vendor's discovery of, or, if earlier, Vendor's receipt of a
notice from the County in respect of, either a failure to meet a Critical Milestone caused in whole or in part by
Vendor or Vendor's material failure to provide any of the Services or Deliverables in accordance with this
Agreement, Vendor shall promptly: (i) perform a root-cause analysis ("Root-Cause Analysis") to identify the cause
of such failure; (ii) use commercial1y reasonable efforts to correct such failure; and (iii) provide the County with a
written report detailing the cause of, and procedure for correcting, such failure and recommending reasonable steps
to be taken to avoid the recurrence of such failure. Vendor shall be compensated (at the Applicable Hourly Rates, as
defmed in Section 4.4.1) for time reasonably expended in performing such a Root-Cause Analysis, to the extent that
such failure was caused by the County or third-parties not under the direction or control of Vendor (j.e., using an
'
al1ocation based on relative contnoution to such failure).

2.11 Task Delineation

The Parties have attempted to delineate in this Agreement and its Schedules and Exhibits
(including in Statement of Work attached hereto), and shall attempt to delineate in any other Statement of Work
executed in accordance herewith, the specific tasks, activities, and Services that shall be perfonned by Vendor, and
the specific Deliverables that shall he provided by Vendor, in the Project and each Release and Phase thereof.
Nevertheless, the Parties acknowledge and agree that no such delineation of the specific tasks or activities may
possibly be entirely exhaustive or complete in every detail. The parties agree to work in good faith to resolve any
disputes about the meaning or interpretation of descriptions of tasks, activities, Services and Deliverables set forth in
this Agreement and its Schedules and Exhibits.

2_12 Non-Exclusivity

Nothing herein shall prevent the County or its Affiliates [rom providing for themselves or
obtaining [rom any third party, at any time during the Term (as defined in Section I U) or thereafter, any type of
products or services (other than those' then within the scope of Services hereunder) that are in any way similar or
related to the Services, the Deliverables, or the System, as applicable, or any other products, goods, Or services. In
the event that the County or any of its Affiliates elects to provide for itself (or engages third parties to provide for it)
any such similar Or related products, goods, or services, Vendor shall provide to the County. its Affiliates, or their
respective designated service providers, such reasonable cooperation and assistance, and acces's to the employees
and subcontractors of Vendor, as .
is necessary to enable and facilitate the integration and interfacing of 'such other
�

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products and services with the System, the Services, and the Deliverables as may be mutually agreed upon in writing
by the Parties. Vendor shall be compensated at the Applicable Hourly Rates for time reasonably expended in
providing such cooperation and assistance. Vendor shall not interfere with, or take any action against, the County,
any of its Affiliates, or any such third party from whom the County or any of its Affiliates obtains, or seeks to
obtain, any such products Or services.

3. PERSONNEL

3.1 Vendor's Personnel

3.1.1 Vendor's Key Personnel

Vendor shall initially assign each of the individuals identified in Schedule 3. I. I attached
hereto to the respective positions indicated therein with respect to the Project (all such individuals and any
replacements th�refor, and any other successors to such positions, collectively, Vendor's «Key Personnel"). Each
such individual shall be subject to the County's interview and approval, and Vendor shall make the individuals who
are identified in Schedule 3.1 . 1 available for interviewing by the County promptly after the Effective Date, at the
time �nd place reasonably designated by the County. . Any such individuals not approved by the County shall be
promptly replaced by Vendor in accordance with Section 3.1 .7. Vendor represents that each of the individuals
performing Services, or otherwise engaged in fulfilling Vendor's obligations, at any given time, hereunder shall be
appropriately qualified, traine,d, skilled, knowledgeable, and experienced for the respective positions and duties to
which assigned (including that all such individuals shall each personally have significant prior experience, in
equivalent positions and"performing equivalent duties, with SAP software implementation and integration projects
for governmental entities prior. to being so assigned) and shall be pennitted by Vendor to devote sufficient time to
the Project to appropriately fulfill the duties to which respectively assigned, in accordance with best industry
practices. Vendor shall not, without obtaining the County's written consent at least thirty (30) days in advance
(which consent shall be in the County's reasonable discretion) replace or reassign any of Vendor's Key Personnel, if
doing so would require the alteration or reduction of such jndividuafs contribution to, or involvement with, the
Project If any of Vendor�s Key Pe�sonneI is reassigned� becomes incapacitated, unable to perform services because
of a grave personal circumstance, or ceases to be emp10yed by Vendor) and therefore becomes unable to perform the
functions or responsibilities that had been assigned to such person, Vendor shall promptly replace such person with
another person at least as well qualified to perform such functions and responsibilities as the person being replaced
and the County shall have the right to interview and approve each such replacement" each in accordance with
Section 3.1.7. Vendor shall notify the County as SOOn as reasonably possible after becoming aWare of the need for
any such replacement or reassignment of Vendor's Key Personnel and shall exercise commercially reasonabie
efforts to minimize the number of such replacements and reassignments. In making any such replacement or
reassignment of Vendor's Key Personnel, Vendor shall ensure wherever reasonably possible that there is a period of
overlap during which the person being replaced transfers appropriate knowledge and provides appropriate training to
the new holder of the position (except to the extent that such period is made imposs(ble, due to circumstances
beyond Vendor's reasonable control), and the County shall not be charged for time spent by the replacement
individual until appropriately oriented, trained, and knowledgeable with regard to the Project (which shall be
deemed to be: (i) with regard to a replacement of Vendor's Project Manager, a period of the first eighty (80) hours
worked by the replacement Project Manager in such position; (ii) with regard to a replacement of Vendor's ,Project
Director, a period of the first three (3) calendar weeks (on a part-time basis, consistently with the. duties and the
requirements of this Agreement) worked by the replacement Project Director in such position; and (iii) with regard
to a replacement of any of the Key Persormel other than Vendor's Project Manager or Vendor's Project Director, a
period of the first forty (40) hours worked by such replacement individual in such position).

3.1.2 Vendor's Project Manager

Vendor represents that the individual designated as Vendor's "Project Manager'"' in

Schedule 3. 1 . 1 , and any replacement holder of such position, is an appropriately qualified and experienced manager
who is knowledgeable of SAP implementations for governmental entities of the nature, size, and complexity of, and
having infonnation systems' requirements and needs similar to" the County, and who has served in a position
' equivalent to Vendor's Project Manager hereunder in at least two (2) prior such implementations. Vendor"s Prqject
Manager shaH at all times: (i) act as the primary liaison between Vendor and the County?s Project Director;
(ii) have overall responsibility for directing all of Vendor's activities hereunder; (iii) be dedicated to the Project on a

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 full-time basis (i.e., at least forty (40) hOltrs per week); and (iv) be vested with the necessary authority to fulfill all of
·the responsibilities of Vendor's Project Manager described in this Section, inc1u�ing the authority to agree to and
execute amendments to this Agreement on behalf of Vendor, unless such authority has been previously and
specifically limited by Vendor and Vendor ' has provided the County with a writing evidencing such specific
limitation.

3.1.3 Vendor's Project Director

Vendor represents that the individual designated as Vendor's "Project Director" in

Schedule 3.1.1, and any replacement holder of such position, is ,m experienced executive who: (i) is generally
knowledgeable of industry best practices with regard to SAP software implementations and how such practices
"
apply to goverrunental entities in general and to the County, its business operations and related activities, and its
infonnation systems, requirements, and needs, in particular; and Oi) has significant prior experience in SAP
implementations for governmental entities of the nature, size, and complexity of, and having infonnation systems'
requirements and needs similar to, the County. Vendor's Project Director shall at all times: (a) Serve as a member
of the Steering Committee (as defmed in Section 4.3); (b) have overall responsibility for managing all of Vendor's
personnel and other resources that are engaged by Vendor hereunder; and (c) participate in Project activities as
necessary and in accordance with the Project Plan.

3.1.4 Additional Vendor Personnel

In addition to the individuals identified by name in Schedule 3.U, Vendor shall also
assign such additional personnel fa the Project, and shall engage such third-party consultants and subject matter
resources with specific knowledge in appropriate technical areas, as are necessary, sufficient, and appropriate to
fulfill all of Vendor's obligations in accordance with this Agreement. The County shall have the right to interview
and approve each such additional person, which approval shall not be unreasonably withheld, delayed, or
conditioned.

3.1.5 Employee Qualification and Verification Process

Subject to and in accordance with applicable law, prior to assigning an individual to

perform Services hereunder, Vendor shall h;:1ve appropriately verified, at Vendor's sole cost and expense, the
qualifications of such individual· in accordance with Vendor'S personnel policies, which shall include verifying
relevant employment history, conducting reference checks, verifying technical training or education completed or
degrees awarded, verifying immigration status, conducting a security background check that includes investigation
and identification of all state or federal felony convictions of such individual, and any criminal charges pending
against such individual, at any time during the immediately preceding five (5) years. Only individuals who
reasonably pass such. investigation, considering aU relevant factors, may be assigned to the perfonnance of the
Services. At the request of the County, at any time, with respect to any individual, Vcndor shall promptly deliver a
written statement to the County certifying that Vendor has performed, and the subject individual has passed, such
verification procedures as are set forth in this Section. Subject to compliance with applicable laws and regulations,
the County may reject the assigmnent of any of the proposed or existing Vendor Person (as defined below) based
upon the results of the verification procedures set forth in this Section, and Vendor shall promptly fill the position of
any individual so rejected with an appropriately qualified person, in accordance with this Agreement. As used in
this Agreement, UVendor Personnel" means Vendor's Project Director) Vendor's Project Manager, the other Key
Personnel, all other employees of Vendor, and all employees of subcontractors of Venqor, who are providing the
Services at any time during the Tenn. An individual within such description is a '�Vendor Person." At any time,
and from time to time during the Tenn, upon the request of the County, Vendor shall provide the County with a list
of all persons who at such time are Vendor Personnel, which list shall include the positions occupied by each such
person.

3.1.6 Training

Vendor shall provide, or shall have provided, as part of the Services, all such techniCal
and interpersonal training to the Vendor Personnel as may be necessary and appropriate for them to collectively
perform, on behalf of Vendor, all of Vendor's duties under this Agreement. In no event shall the County be
responsible in any way for any training of any Vendor Personnel.

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 3.1.7 Replacement of Personnel

Notwithstanding anything to the contrary elsewhere in this Agreement, if the County

reasonably believes that the perfonnance or conduct of any Vendor Person? or any subcontractor of Vendor's, is
unsatisfactory for any lawful reason, or does not comply with the requirements of this Agreement, the County shall
so notify Vendor and Vendor shall promptly (within no more than two (2) business days) and appropriately address
the perforrnanc,e or conduct of such person. or, at the County's request, immediately remove and promptly replace
such person with another person acceptable to the County who meets all of the applicable requirements described in
this Section 3.1. Vendor shall use commercially reasonable efforts to provide or engage such a replacement in the
performance of the Services hereunder: (i) on a temporary basis, within no more than four (4) business days after
receipt of such a request from the County. if a non-temporary, full-time replacement is not immediately readily
available; and (ii) on a non-temporary, full-time basis within, in any event, no more than fifteen (15) business days
after receipt of such a request from the County. As used in this Agre�ment, the term «business day'" refers to any
Monday, Tuesday, Wednesday, Thursday, or Friday, excluding holidays observed by the County, in any given year.

3.2 The Counly's Personnel

The County shall initially assign each of the individuals identified in Schedule 3. 1 . 1 attached
hereto to the respective positions indicated therein with respect to the Project (colIectivelY1 the County�s «Project
Team"), including the County's "Project Director" identified therein. The County's Project Director shall at all
times: <a) act as the primary liaison between the County and Vendor's Project Director; (b) have overall
responsibility for directing all of the County's activities hereunder and the Project as a whole; and (c) be vested with
the necessary authority to fulfill all of the responsibilities of the County's Project Director described in this Section,
including the authority to coordinate and arrange for execution o.f amendments to this Agreement on behalf of the
County, unless such authority has been previously and specifically limited by the County and the County has
provided Vendor with a writing ev:idencing such specific limitation. In the event of the unavailability of the
County's Project Director, the County will make promptly available, so as to not delay the Project, such suitable
substitute as the County shan deem appropriate at the time. In addition to the County's Project Director, the Colinty
shall also assign such additional personnel to the Project as it deems necessary and appropriate to fulfill the
County's obligations in accordance with this Agreement, including any necessary or appropriate «Subject Matter
Experts." If any member of the County's Project Team is reassigned, becomes incapacitated, or ceaSes to be
employed by the County, and therefore becomes unable to perform the functions Or responsibilities that had been
assigned to such person, the County shall promptly replace such person with another person at least as well qualified
to perfonn such functions and responsibilities as the person being replaced_

33 The County's Policies and Procedures

3.3.1 General

Vendor covenants that it, the Vendor Personnel, any subcontractors of Vendor and their respective
employees, and all other agents and representatives of Vendor or its subcontractors, shall at all times comply with
and abide by all policies and procedures of the County that reasonably pertain to Vendor or Vendor's performance
hereunder (to the extent that such policies and procedures, as they may exist or be revised or established by the
County from time to time, have been provided to Vendor in writing and in advance of when compliance is required,
such that Vendor has a reasonable opportunity to comply therewith, and to the extent that such policies and
procedures do not conflict with this Agreement or increase the cost or time of Vendor's penonnance of its
obligations hereunder by more than a de minimis amount), including all such policies that pertain t.o conduct on the
County's premises7 use or possession of contraband, or the access to. or use or secuJjty of, the County's infonnation
techilology, data, or resources, or related systems, networks, equipment, property. or facilities_ Written copies of
such policies and procedures of the County shall be provided to Vendor prior to execution of this Agreement Prior
to performing Services hereunder, each of the Vendor Personnel who will have access to the County's data,
software, or other Confidential Information shall be bound by confidentiality obligations to Vendor that are
consistent with, and are sufficient to allow Vendor to meet, Vendor's obligations of confidentiality under this
Agreement. Vendor shall issue to each Vendor Person appropriate access mechanisms (e.g., access IDs, passwords,
and access cards), which mechanisms shall be used only by the specific individuals to whom issued. Vendor shall
provide each Vendor Person with only the level of access that is appropriate and required to perform the tasks and
functions for which �uch person is responsible_ Vendor shall, from time to time, and promptly upon the County's

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request, provide the County with an updated list of those Vendor Personnel who have the highest level of access to
the County's systems, software, and data. Vendor shall comply with the policies and procedures regarding the
confidentla1i�y ·and security of the County's information systems, networks, software and data in accordance with the
tenns of this Agreement, and shall; in any ev�nt, and consistently with this Agreerp.ent, treat all such materials with a
level of secnrity at least equivalent to that then being maintained by: (i) the County with respect to such materials;
or (ii) Vendor with respect to its own similar systems and data. Vendor shall reasonably cooperate with the County
in ensuring Vendor's compliance with the policies and proceduft'(s described herein, and any violations or disregard
of such policies or procedures shall, in addition to all other available rights and remedies of the County, be cause for
denial of access Or use by the applicable Vendor Personnel to the County's information systems, networks,
equipment. property, and facil� ties.

3.3.2 Network Security

Vendor shall provide each of the Vendor Personnel with personal computers appropriate for them
to perfomi their assigned duties. Before any such personal computers may be attached or in any way cOImected to
the County's networks, it must at least meet all of the applicable standards and requirements of the County's
reasonable and applicable policies (including those relating to computer virus protection and the like), to the extent
that such policies, as they may eXist or be revised or established by the County from time to time, have been
provided to Vendor in writing and in advance of when cOIf:1pliance is required, such that Vendor bas a reasonable
opportunity to comply therewith,. and to the extent that such policies do not conflict with this Agreement or increase
the cost or time of Vendor's perfonnance of its obligations hereunder by more than. a de minimis amount. Vendor
shall thereafter maintain each such PC in compliance with such standards and requirements. For example, and not
in limitation or restriction of such standards and requirements, on each such PC, Vendor shall be actively running an
appropriately licensed copy of a nationally known anti-virus protection software at all times when used in
connection with the Project. Vendor will immediately remove from the County's computing networks any
computing device used !Jy any of the Vendor PersOImel, or by any of Vendor's subcontractors or their respective
personnel, if the ·County reasonably detennines that any such device contains any programs, subroutines, code,
instructions, data or functions, (including viruses, worms� date bombs, time bombs. bots, or spy-ware), the purpose
of which is to intentionally cause the network or system in which it resides to cease operating, or to damage,
interrupt, interfere with or hinder the operation of any networ� any systems, any software or data contained in any
o f such network Or systems, or any other system with which any such network is capable of communicating.
Vendor further agrees to cooperate with the County's network security personnel and to remove any such device
. from the County's COII;lputing networks.

3.4 Conduct on the County's Premises

Vendor shall exercise due care and diligence to prevent any injury to persons or damage to
property while on the County's premises. The operation of vehicles by any Vendor Person on the County's property
shall conform to posted and other regulations and safe driving practices. Vehicular accidents on such property and
involving any Vendor Personnel shall be reported promptly to the appropriate County personnel. Vendor covenants
that it and its subcontractors, and their respective employees, agents, and representatives (including all Vendor
Personnel), shall at all times comply with, and shall at no time take no action that results in the County being in
violation of, any federal, state, or local law, ordinance, regulation, or rule, including those regarding use or
possession of contraband and those regarding confidentiahty, privacy, security, or exportation.

3.5 Use of Affiliates and Subcontractors

Vendor shall not subcontract all or any part of the Services to be performed hereunder (excluding
subcontracting to an Affiliate (as defined below) of Vendor) without the prior written consent of the County, which
consent may be withheld in the County's reasonable discretion, except that the County hereby approves the use of
the subcontractors identified on Schedule 3.5. Vendor currently intends to use Ariston Consulting & Technologies
Inc., with offices at 6046 Cornerstone Court West, Suite 136, San Diego, CA ("Ariston") as one of Vendor's
subcontractors under this Agreement with regard to issues specific to the integration and implementation of the
specific release of the SAP Software that the County intends be implemented in the Project. Vendor agrees to, in
good faith, use commercially reasonable efforts to· agree upon terms with Ariston under which Ariston shall be so
engaged as a subcontractor of Vendor's hereunder. SimilarIy� Vendor currently intends to use SAP as a
subcontractor with regard to blueprint review and with regard to end-user training in the Project and to engage Joe

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Thompson7 a former SAP employee and instructor, to provide public sector-specific knowledge, experience, and
training hereunder. Vendor agrees to, in good faith. use commercially reasonable efforts to: (i) agree upon tenns
with SAP under which SAP shall be so engaged as a subcontractor of Vendor's hereunder; and (ii) agree upon terms
with Joe Thompson under which he shall be so engaged as a subcontractor of Vendor's, or as one of the Vendor
Personnel, hereunder. Vendor shall notify the County in writing from time to time (at least once each calendar
quarter) of the percentage of the total number of hours then anticipated to be required in the performance of the
Services pursuant to this Agreement that Vendor has then subcontracted out to third parties (including the
subcontractors identified on Schedule 3.5), and Vendor sball be required to obtain tbe prior written consent of tbe
County (wbich consent shall not be unreasonably withheld) before such percentage is permitted to exceed thirty-five
percent (35%). Vendor shall not be relieved of its obligations under this Agreement by use of any Affiliates or
subcontractors and all such performance of such Serv.ices by each such Affiliate or subcontractor shall at all times be
in accordance with tbe terms and conditions of this Agreement. Vendor shall be and remain fully responsible and
liable for the performance qf any such Affiliate or subcontractor (and any oftheir respective personnel in connection
with the perfonnance of the Services) and for all acts and omissions of any of the foregoing persons or entities in
connection with the performance of their respective duties under this Agreement, and for fulfilJiilg all of Vendor's
'
obligations under this Agreement. Prior to performing any Services, each subcontractor to which the County
consents shall execute a confidentiality agreement with Vendor that imposes obligations with respect to Confidential
Information of or about the County that are at least as restrictive as those set forth in this Agreement. Inhe County
determines, in its reasonable discretion, that the perfonnance or conduct of any of Vendor's subcontractors
hereunder is unsatisfactory, the County shall notify Vendor of such detennination (if not in writing, then to be
confirmed in writing at Vendor's request), indicating the reasons therefor, and Vendor shall promptly take all
necessary actions to immediately remedy the performance or conduct of such subcontractor and, if so requested by
the County, to promptly cease using such subcontractor-

4. PROJECT ADMINISTRATION

, 4.1 Project Status Reports

At least once each week throughout the Tenn, Vendor shall assist and cooperate with the County
in delivering to the County's Project Director a .written report summarizing the status and progress of the Project
during the previous week, including problems that have occurred and qould delay the Project or Vendor's
performance of anticipated activities and problems anticipated during the upcoming month (each such report. a
"Status Report"). Each Status Report shall be of the form and format reasonably required by the County and, shall
include: (i) the current status and progress of the Project and each applicable Release and Phase of the Project, the
performance of the Services and the provision of the Deliverables, and the development of the System, inclUding
reasonable detail with regard to how such status and progress compares to the Critical Milestones, the Project Plan,
any schedules or deadlines set forth in the Project Plan, and the Business Case; (ii) any actual delays; (iii) any
reasonably anticipated delays; (iv) any failures, or correction of any failures, with regard to the Project, the Services,
the Deliverables, or the System; and (v) such other information as the County may reasonably request from time to
time. In addition, Vendor shall provide to the County, in a timely manner and in the form and fonnat set forth in a
Statement of Work or otherwise mutually agreed upon in writing by the Parties,· any reports that are identified or
described in any Statement of Work hereunder and such other reports as are mutually agreed upon by the Parties in
writing from time to time with regard to the System, the Project, or performance hereunder. Each Status Report and
all other documents and reports submitted to the County by Vendor in connection with this Agreement shall be
created and stored using a then-current and compatible version of a Microsoft Office product (e.g_, Word, Excel,
Access, or Powerpoint) for the Microsoft operating system platforms then used by the County.

4.2 Project Status Meetings

Each month during the Term, at the time and location reasonably designated by the County,
Vendor's Project Director and other appropriate Vendor Personnel shall meet in person (or, if approved by the
County, via teleconference) with the County's Project Director and other . appropriate members of the County's
Project Team for the purpose of reviewing and discussing the status and progress of the Project, the achievement of
the goals and objectives of the Business Case, and the developmenl and implementation of the System, during the
preceding month, including with regard to any problems that have occurred and could delay or impact performance
of anticipated activities, and any problems reasonably anticipated in the future.

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 4.3 SteeTing Committee

Within' ten (10) days after the Effective Date, the Parties shall establish a team (the "Steering
Committee"), whose membership shall be composed of the appropriate representatives of Vendor (as detennined by
Vendor's Project Director) and the County (as determined by the County's Project Director) and that shall address
matters of governance and administration of the relationship of the Parties only in connection with this Agreement,
in accordance with the procedures mutually agreed upon by the Parties hereunder, including: (i) monitoring the
general progress of the Project, the performance of the Services, the provision of the Deliverables, and the
development and implementation of the System, in accordance with this Agreement, the statements of Work
hereunder, the Critical Milestones, and the Project Plan; and (ii) analyzing and attempting to resolve, in a timely
maImer, problems referred or escalated to it by Vendor's Project Director or by the County's Project Director. Each
Party may replace any of its Steering Committee members at any time, in the discretion of such Party. The Steering
Committee shall me�t .monthly, via teleconference or in person, and at such place and time as determined by the
County's �roject Director, and proxy representation of Vendor's Steering Committee members at such meetings
shall not be allowed except with the prior approval of the County's Proje�t Director, which approval shall not be
umeasonably withheld.

4.4 Scope Management

4.4.1 Change Orders

I f the County requires a change to the scope of the Services under this Agreement that is
more than de minimis, as reasonably construed in consideration of the circumstances, the County's Project Director
shall notify Vendor's Project Director thereof. The Project Directors shall then promptly meet to discuss the
requested change, with the County providing sufficient det,ail as to reasonably enable Vendor to understand the
request If the Project Directors reasonably and mutually determine to proceed, Vendor shall, within a reaso�able
period of time (given scheduled Project activities1 and the reasonable availability of Vendor's resources, at the time),
provide the County with a written evaluation of the requested change in the fonn of a, written proposal (a
"Proposal"), in such depth and detail as ip reasonable and appropriate, given the nature and extent of the requested
change, and containing, if and as appropriate, the following: (ij a description of the impact of the requested change
upon the Services and the Project (including the Project schedule and Critical Milestones) and of any staffing
changes ' that would be required with respect to implementation of the requested change; (ii) specifications,
acceptance criteria, and imp,lementation plans with respect to the requested change, with implementation to
commence within a reasonable time, given Project activities and the reasonable' availability of Vendor's resources at
the time, after the County's approval (if any) of such Proposal, unless otherwise mutually agreed by the Parties; and
(iii) the rees to be charged by Vendor to implement the requested change, based on, unless otherwise mutually
agreed by the Parties, the rates set forth in Schedule 4.4.1 (the "Applicable Hourly Rates"). If the County, within a
reasonable period of time after receipt of such a Proposal fr9ffi Vendor, agrees to the tenns and conditions of such
Proposal (as such terms and conditions may be negotiated in good faith by the Parties following delivery of such
Proposal), then the duly authorized representatives of the Parties shall promptly execute a "Change Order" setting
forth the mutually agreed upon terms and conditions for implementation of the change. Each Party shall use
reasonable' efforts to minimize and mitigate the ef(ects of a rescheduling of any Critical Milestone pursuant to a
Change Order.

4.4.2 Vendor-Requested Changes

If Vendor requests a change to the scope of the Services (as described above), or
considers any service requested by the County to be outside the scope of the Services, it shall notify the County
thereof and the Parties shall pursue the process described in Section 4.4. 1 , except that, if the County notifies Vendor
that the County considers the requested services to be already within the scope of the Services to be provided by
Vendor under this Agreement, and if the Parties fail to reach agreement on the matter within fifteen (J 5) days after
Vendor's request or notice, then the matter shall be promptly addressed through the process described in Section 16.

4.4.3 Scope Disputes

If Vendor reasonably believes any specific services that the County requests that Vendor
perform hereunder to be outside the scope of Services that Vendor is then obligated to provide, Vendor shall

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promptly notifY the County in writing of the reasonable basis of such belief and proceed to submit a Proposal to the
County for the performance of such services . .in accordance with Section 4.4.L Nevertheless1 if, following receipt of
such a notice from Vendor, the County notifies Vendor in writing that the 'County, in good faith, reasonably believes
the requested services to already be within the scope of the Services that Vendor is obligated to provide hereunder,
the Parties shall promptly confer and attempt in good faith to resolve the disagreement. If the Parties fail to reach
agreement on the matter within ten (J 0) days after the County notifies Vendor of its belief that the requested services
are within the scope of the Services, then, unless Vendor, in good faith, reasonably believes that tbe performance of
such services would have an advers� impact upon the Project o'r that such Change Order will cause the total amount '
of Fees payable for the Project to exceed the amount that the County Auditor is authorized to approve on behalf of
the County pursuant to Section 4.4.4: (i) Vendor shall provide the County with a Proposal, as descnbed above, and
with written notice signed by a duly authorized representative of Vendor that Vendor believes in good faith that the
services described in such Proposal are not within the scope of ,the Services that Vendor is then obligated to provide
hereunder; (ii) upon the direction or approval of the County, Vendor shall, within a reasonable time, given Project
activities and the reasonable availability of Vendor�s res<?urces at the time, proceed to provide the services described
in such Proposal as though they were in-scope Services, and (iii) the services and deliverables provided pursuant to
such Proposal shall be deemed Services and Deliverables, respectively, hereunder and the Project Fee Cap; as
defined in Section 6.1 .2, will be deemed increased by the amount of the reasonable additional fees (as calculated
based upon the Applicable Hourly Rates) to which Vendor represents in good faith in such Proposal that it is
reasonably entitled. All such fees payable pursuant to any such Change Orders as are described above in this
Section shall be invoiced in accordance with Section 6.2 and shall not be subject to any Holdback Amounts
described in Section 6.1 .2.

4.4.4 Approvals and Procedures

Notwithstanding anything to the contrary above in this Section 4.4, elsewhere in this
Agreement, or otherwise, no Change Order Of.,. Proposal shall become binding upon the Parties, except as expressly
set forth in a Change Order duly executed by the authorized representatives of each of the Parties, in accordance
herewith. In that regard, for the avoidance of doubt regarding authority, the Parties expressly acknowledge that any
Change Order or other amendment to this Agreement may be agreed to on behalf of the County by the County
Au�itor, if such Change Order or other amendment would not result in t4e total, cumulative, and aggregate amount
to be paid to Vendor hereunder being increased in excess of ten percent (lO%) over the total amount of Fees
specified in Section 6.1.2 as of the Effective Date as to be paid to Vendor for completion of both Release I and
Release II of the Project. Any Change Order or other amendment to thls Agreement that would result in the total,
cumulative, 'and aggregate amount to be paid to Vendor hereunder being increased in ex.cess of ten percent (10%)
over such total amount of Fees, as specified in Section 6.1.2 as of the Effective Date, requires, and is subject to, the
approval of the County of Marin Board of Supervisors (the "Board"). The Parties agree to diligently endeavor to
minimize both the number and impact of Change Orders. All Change Orders shall be governed by the tenns and
conditions of this Agreement, except as expressly specified otherwise by the terms of such Change Order.

The County's policies expressly prohibit it and its employees from engaging in activities involvinK
a conflict of interest Vendor shall not, at any time during the Term, employ or otherwise engage any employee of
the County's for any purpose in any way related to Vendor's perfonnance of its obligations hereunder. Vendor shall
at all times exercise reasonable care and diligence to prevent any actions, circumstances, or conditions that could
result in a conflict between Vendor (or any of its employees, agents, or subcontractors, or any other third parties
otherwise associated with perfonnance of the Services hereunder) and the best interests of the County. Such efforts
by Vendor shall incl ude establishing reasonable precautions to prevent its employees, agents, and subcontractors
from making, receiving, providing, or offering to any employees of the County any gifts, entertainment, payments,
loans, or other considerations that could _appear to or be deemed to, or create the impression of an attempt to,
influence individuals to act in a manner contrary to the best interests of the County.

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5. COUNTy-PROVIDED ASSISTANCE

5.1 Software

The County shall be responsible for obtaining all necessary licenses to use, and to permit Vendor
to use for tbe limited purpose of performing the Services contemplated hereunder for or on behalf of the County, the
SAP Software, and all other software and hardware, including that specifically identified herein or in a Statement of
Work as to be provided by the County, in order for Vendor to perform the Services and fulfill its obligations
hereunder. As between the Parties, all right, title, and interest in and to the SAP Software and all such other
software shall remain vested in the County and its applicable licensors.

5.2 Assistance and Cooperation

The County will assist and cooperate with Vendor by promptfy providing such information and.
access to the personnel, facilities, and information technology resources of the County and its Affiliates as Vendor
may reasonably request and require in order to perfonn its obligations in accordance herewith. Subject to Section 8
hereof, the County shall also provide Vendor with such information about the County's suppliers and service­
providers as is reasonably necessary for Vendor to perfonn its obligations hereunder, except that the provisions of
this Section shall not be construed as requiring the County to provide Vendor with direct access to the County's
suppliers, or their respective facilities, unless expressly provided otherwise in a Statement of Work or in the Project
Plan. The County shall provide knowledgeable and qualified personnel having appropriate skills (as descnbed in the
applicable Statement of Work) to perform their assigned tasks and duties in a competent and timely fashion and to
promptly notify Vendor of any issues, concerns or disputes with respect to the Services Or Deliverables. The County
shaH be responsible for the performance of its personnel and agents and for the accuracy and completeness of an
dat� and information provided to Vendor for purposes of performing the Services.

5.3 Office Space and Furnishings

The County shall make available to the Vendor Personnel such reasonably unencumbered access,
�nd such office space. furnishings, and storage space, as is reasonably necessary and appropriate for them to perform
the Services, and to otherwise fulfill Vendor's obligations under this Agreement, at the appropriate facilities and
locations of the County, in a manner simllar to that in which the County makes such access, space, fumishiflgs, and
storage space available to its own employees perfonning similar work Any special. furnishings (i.e., other than
basic office furnishings) or equipment and supplies for the use of Vendor Personnel are the exclusive responsibility·
of Vendor. The County will be responsible for reasonable local telephone access charges of Vendor Personnel
incurred in making calls from the County's telephones at the County's facilities in perfonning Vendor's duties
" hereunder. Vendor shaH be responsible for all other telephone and telecommunications usage charges incurred by
Vendor Personnel. AU such office space. furnishings, and storage space, a�d a11 assets and facilities installed or
operated on the County's premises, an; provided "AS IS, WHERE IS," without warranties of any kind, express or
implied, and are to be used by Vendor solely as necessary and appropriate for the perfonnance of its obligations
under this AgreemenL

5.4 Delays

The County acknowledges and agrees that the timely performance by Vendor of its obligations
hereunder is likely to be dependent upon the County performing its obligations hereunder, and that any delay or
failure to perform by the County shall, if and to the extent tliat it shall cause a delay in performance hy Vendor (or
increase the Vendor's level of effort), extend the time for Vendor to perfonn the affected activities. Both Parties
shall exercise commercially reasonable efforts to mitigate and minimize the effects of any such delay. If and to the
extent such a delay increases by more than a de minimis amount (as reasonably construed in consideration of the
circumstances) the amount of work or level of effort required by Vendor to fulfill its obligations hereunder, Vendor
shall be entit�ed to relief and fair and reasonable compensation, in accordance herewith.

5.5 Other Responsibilities

The County shall be solely responsible for, among the other things set forth in this Agreement: (i)
making all management decisions, and perfonning all management functions, that are the responsibility of the

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County hereunder; (ii) appointing the County's Project Director to monitor the Project; (iii) evaluating tbe adequacy
and results of the Services; and (iv) establishing and maintaining internal controls wi�hin the County's organization
with reg&rd to the Project, including, without limitation, monitoring ongoing activities regarding the ProjecL

6. PRICE AND PAYMENT

6.1 Fees

6.1.1 Release I and Release Il

As th.e sole and entire fmancial consideration for the Services to be performed and Deliverables'to
be provided by Vendor, and for performance of all of the other tasks, services, and obligations of Vendor, with
respect to Release I and Release I l of the Project under this Agreement, the County shall pay to Vendor the fees
specified in Section 6.1 .2,. as adjusted in accordance with such Section by the written mutual agreement of the
Parties (the '"Fees"), subject to and in accordance with this Section 6 and the other provisions of this Agreement.
Except as otherwise expressly provided in this Agreement, the Fees are inclusive of all costs "and expenses, and
Vendor shall not be entitled under this Agreement to any addition�1 or separate compensation or reimbursement,
other than the Fees, for the provision of aU such Services and Deliverables, and the penormance of all such other
tasks, servjces; and obligations of Vendor, with respect to Release I and Release Il of the Project.

6.1.2 Pricing & Payment for Releases I and II

(a) Training-Related Services

The total, cumulative, and aggregate amount of Fees payable by the County hereunder with
respect to the perfonnance of the tasks, activities, and Services, and the provision of the Deliverables, described in
Section 4.2 of the Statement of Work for Release I and Release II of the Project (such tasks, activities, Services, and
Deliverables, collectively, the "Training Services"), shall be finn and fIXed at $ 1 ,000,000.00 (the "Training Services
Fees"), subject to Vendor's agreeing, as contemplated by Section 3.5 hereof, upon terms with SAP under which SAP
shall be engaged to provide the Training Serviccs as a subcontractor of Vendor's. In the event SAP and Vendor do
not agree upon the terms of SAP's engagement, then Vendor shall have the right to elect to perform such Training
Services for the Training Service Fees upon written notice to County delivered within the thirty (30) day period
referenced in Section 2.3. With respect to each of Release I and Release II, Vendor shall invoice the County, as
shall be further specified in the Statement of Work applicable to Release I and Release II of the Project, for the
portion of the Training Services Fees that apply to such Release in six (6) equal payments, less, with respect to each
such payment, a holdback amount ("Holdback Amount") equal to tei> percent ( 1 0%) of wbat would otherwise
constitute the total amount ofF"ees to be payable for the Services·that are . the subject of any given inyoice_ The first
of such six (6) invoices shall be submitted by Vendor following the end of the month in which the Training Services
with respect to the applicable Release are first materially commenced (currently expected to be in January of 2006
focRelease I and in July of 2006 for Release Il). ·For each Release, provided tbat the Training Services for such
Release continue to be rendered materially in accordance herewith, an additional invoice, in an equaJ amount, shal1
be submitted by Vendor with respect to each of the next fou r (4) months following the month in whicb the Training
Services with respect to such Release �re first materially commenced, with the final invoice with respect to the
Training Services for such Release being submitted by Vendor upon completion, and the County's Acceptance, of
such Training Services. Notwithstanding the prior three (3) sentences hereof, in the event the Training Services are
substantially completed prior to the scheduled completion date, Vendor's final invoice for Training S�rvices shall be
in the amount of the balance of the total Training Service Fees which have not yet been invoiced_ Each invoice
submitted hereunder shall state the applicable Fees and Holdback Amount that apply to Training Services separately
and distinctly from the Fees and Holdback Amounts applicable to any other Services. All Holdback Amounts for
Training Services may be invoiced by Vendor, and shall be released by the County, in·accordance herewith, upon
the earliest to occur of: (i) Vendor's completion, and 'the County's Acceptance. in accordance with Section 1 3, of the
Training Services to be provided with regard to the applicable Release of the Project to which such Holdback
Amounts apply; (ii) Vendor's suspension of Services for non·payment by the County pursuant to Section 16.4; (iii)
with respect only to Holdback Amounts that apply to Release lJ, the County's exercise of its right to suspend
Release 1I under Section 1 1 .4; (iv) termination of tbis Agreement or the Statement of Work for Release 1 and
Release II of the Project by Vendor pursuant to Section 1 1 .2.1 due to County's breach hereof; and (v) termination of

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this Agreement or the Statement of Work for'Release I and Release II of the Project by the County for any reason
other than a breach by Vendor, pursuant to Section 1 1 ,2 . 1 ,

(b) All Other Services

' The cumulative and aggregate amount of Fees payable by the County hereunder with respect to,
Release I and Release II of the Project, collectively, ot,her than with respect to the performance of the, Training
Services described in Section 6.1 .2(a), above (the Fees for which Training Services shall be as stated in such
Section), shall in no event exceed $7,200,000.00 (the'''Project Fee Cap"). At completion of the Business Blueprint
Phase of each of Release I and Release II of the Project, the Parties shall adjust the projected hours 'specified in the
Workplan for tasks, activities, Services, and Deliverables other than the Training Services to reflect any mutually
agreed upon changes to the scope of the remaining Phases of such Release from that previously contemplated hereby
(other than with respect to the Training Services), and the Project Fee Cap shall be adjusted in a fair and reasonable ,
manner, using the Applicable Hourly Rates, to appropriately reflect such adjustments and changes, Subject to the
, Project Fee Cap, Vendor shall invoice the County, at the blended hourly rate specified in the Applicable Hqurly
Rates set forth in Schedule 4.4 . 1, for the hours actually worked by Vendor Personnel (other than in the performance
of the Training Services), as recorded and reported in accordance with this Agreement, every four (4) weeks, less a
Holdback Amount equal to ten percent ( 10%)' of what would otherwise constitute the total amount of Fees to be
payable for Services other than the Training Services pursuant to each such invoice with respect to each of Release I
and Release II. Appropriate adjustments shall be made to such invoices if the Project Fee Cap is reached (with, for
the avoidance of doubt, such Holdback Amounts counting toward the Project Fee Cap). Each such invoice shall
state the applicable Fees and Holdback Amount that apply hereunder to Release I of the Project separately and
distinctly from the Fees and Holdback Amount that apply hereunder to Release II (and separately and distinctly from
any Fees and Holdback Amounts that apply to Training Services)" All such Holdback Amounts may be invoiced by
Vendor, and shaH be released by the County, in accordance herewith, upon the earliest to occur of: (i) Vendor's
Achievement, as defme<! above, of the fmal Critical Milestone with regard to the applicable Release of the Project to
which such Holdback Amounts apply; (ii) Vendor's suspension of Services for non-payment by the County pursuant
to Section 1 6.4; (iii) with respect only to Holdback Amounts that apply to Release II, the County's exercise of its
right to suspend Release II under Section ,1.1.4; (iv) termination of this Agreement or the Statement of Work for
Release I and Release II of ihe Project by Vendor pursuant to Section 1 1 .2.1 due to County's breach hereof; and (v)
termination of this Agreement or the Or the Statement of Work for Release I and Release 11 of the Project by the
County for any reason other than a breach by Vendor, pursuant to Section 1 1 .2 , 1 . As used in this Agreement,
"Achievement" of a Critical Milestone means Vendor's completion of all applicable Services and Deliverables (and
the completion of any associated tasks and activities of the County), and the completion of the implementation of all
applicable portions of the System, for or with respect to such final Critical Milestone (and, if such Critical Milestone
constitutes a Release or Phase of the Project, then with respect to such Release or Phase as a whole), and the
County's Acceptance Of Post-live Acceptance of all of the foregoing, in accordance with this Agreement (with the
, capitalized term «Achieve" being defined in a similar way).

6.13 Release Jll and Additional Statements of Work

Should the County, in its sole discretion, elect to proceed with Release III of the Project or with
other tasks or activities not originally contemplated hereby, then the Parties shall attempt in good faith to negotiate
an additional Statement of Work setting forth the additional Or specific terms and conditions applicable thereto,
including the fees that shall be payable therefor, which fees, unless otherwise mutually agreed by the Parties, and
subject to Section 1 1 .4, shall be ca1culated, on a pre-determined, not-to-exceed� time-and-materials basis (similar in
method of calculation to that provided herein with respect to Release I and Release II), by applying the Applicable
Hourly Rates to a reasonable and appropriate number and distribution of expected hours of work AxJ.y such fees
that are mutually agreed upon in writing by the Parties in such an additional Statement of Work shall be deemed
«Fees" hereunder and subject to and payable in accordance with this Section 6 and the other provisions of this
Agreement.

6.2 Invoices

Vendor shall invoice the County for the Fees as described in Section 6.1 .2, above, or, when
Section 6.1.3 applies, in the applicable, additional Statement of Work. Each such invoice shall be accompanied by
reasonable supporting written or electronic documentation, clearly and accurately indicating. among other lhings,

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 and both in summary form and in appropriate detail (at the level of hours worked by person), the �umber and
distribution of hours worked by the Vendor PersoIUlel and any of Vendor's subcontractors' personnel with respect to
the Services 'or Critical Milestone to which such invoice applies. Vendor may also invoice the County for
out-of-scope services provided at the County's request pursuant to Section 6.3 (or provided pursuant to a Change
Order, unless otherwise expressly provided in such Change Order) no more frequently than on a four-week basis
(Le., submitting an invoice every four (4) weeks), using a single, combined invoice for all such services that were
provided, with reasonable supporting documentation attached. Each invoice shall be of such form, and in such
format, as the sample invoice attached hereto as Schedule 6.2. Vendor shall use commercially reasonable effort to
invoice for the Fees applicable with respect to any given Critical Milestone within ninety (90) days after the
Achievement of such Critical Milestone. Payment of all amounts properly invoiced in accordance herewith shall be
' due and payable by the County to Vendor on the date that is thirty (30) days after the County's receipt of the
applicable invoice. Except as otherwise provided in Section 6.4 with respect to disputed amounts withheld by the
County in good faith, properly submitted invoices upon which payment is not received within thirty (30) daya after
the County's receipt thereof shall accrne a late charge of the lesser of: (i) 0.75% per month, and (ii) the highest rate
allowable by law, in each case compounded monthly to. the extent allowable by law. Without limiting its rights or
remedies and subject to the proviSions of Sections 6.4 and 1 6, Vendor shall have the right to halt or terminate
entirely its Services if payment is not received on past due invoices.

6.3 Excluded Amounts I Out-of-Scope Services

The Fees do not include: (i) any software license fees with respect to any SAP Software Or any
other required third-party software or hardware products that are specified herein as heing the County's
responsibility to provide and that are 10 constitute part of the System, which license fees are the responsibility of the
County, unless otherwise expressly provided herein; and (ii) fees for services that are outside , the scope of the
Project and the Services to be provided hereunder, which out-of-scope services shall be provided by Vendor at the
Applicable Hourly Rates, unless otherwise mutually agreed by the Parties. Fees for services provided under a
Change Order are not subject to any Holdback Amounts described in Section 6 . 1 .2, unless otherwise expressly
provided in such Change Order.

6.4 Disputed Amounts

In accordance with the provisions of this Section. until detennined otherwise, pursuant to the
dispute resolution process described in Section 1 6, the County may withhold payment- of any amount invoiced by
Vendor (or any portion thereof) that the County in good faith disputes as to whether due or owing hereunder. In
such case, the County shall, by the applicable due date, pay any undi,sputed amounts then due and provide Vendor
with an explanation, in writing or in electronic form, of the basis of the dispute with regard to any withheld disputed
amounts. Any such dispute shall be addressed through the provisions of Section 1 6 and, in the event of such a
dispute, the Parties shall diligently pursue an expedited resolution thereof. During the pendency of the internal
escalation process described in Section 1 6 (the "Escalation Period"), Vendor shall not exercise its right to halt or
terminate Services. If determined (other than unilaterally by Vendor) that the County owes and is to pay to Vendor
any amount withheld in good faith by the County pursuant to this Section, then such amount shall accrne,
conunencing as of the date such amount would (but for the dispute) have been due and payable to Vendor pursuant
to Section 6.2 (and in lieu of any late charge specified in Section 6.2), a late charge of the lesser of: (i) 0.50% per
month, and (ii) the highest rate allowable by law, in each case compounded monthly to the extent allowable by law.

6. 5 Delays

Vendor shall perform the Services in a timely manner and shall promptly notify the County in
writing if Vendor expects or encounters delays. No delay shall result in a Change Order to the extent such delay
was caused by Vendor.

6.6 Taxes

The Fees do not include sales, use, excise, occupation, privilege, value-added, or similar taxes.
The County has represented to Vendor that it is a tax-exempt entity, and the Parties therefor helieve that Vendor's
performance under this Agreement shall not be subject to any such taxes. In the event that Vendor's performance
hereunder is detennined to be subject to any such taxes (specifically excluding any taxes based on the properties or

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On the net income of Vendor and employment-related taxes pertaining to the Vendor Personnel), County shall pay' or
reimburse Vendor for the gross amount of any such taxes, as described above, that are actually paid by Vendor or
for which Vendor i� otherwise liabk As between the Parties, Vendor shall be solely responsible for reporting,
withholding, and paying all employment-related taxes and related deductions and payments with regard to the
Vendor Personnel and Vendor's subcontractors and their respective employees, including. but not limited to, federal,
state and local income taxes, social security. Medicare, unemployment and disability deductic)ns,. withholdings and
payments.

7 • PROPRIETARY RIGHTS AND OWNERSHIP

7.1 Work Product

7.1.1 Ownership

Except for any Vendor Materials (as defined in Section 7.2) contained therein, the
County shall be the sole and exclusive owner of all Work Product (as defined below) created or produced in
connection with perfonnance under this Agreement, and an inteIlectual property and propriety rights in or per:taining
to such Work Product, effective upon creation or production of such Work Product. Vendor agrees that all
copyrightable aspects of the Work Prodllct (except for any Vendor Materials contained therein) shall be considered
"work made for hire" within the meaning of the Copyright Act of 1 976, as amended (the "Copyright Act"), that the
Parties do not intend Vendor to be a joint author of the Work Product within the meaning of the Copyright Act, and
that in no event shall Vendor be deemed a joint author of the Work Product. To the extent that any rights to any of
the Work Product arise or vest in .v endor, or the Work Product is held not to constitute "work made for hire" under
the Copyright Act, Vendor hereby assigns, . effective upon delivery of such Work Product to the Co�nty, all such
rights, and the sole and exclusive right, title. and interest in and to the Work Product (except for any Vendor
Materials contained therein), to the County. Vendor hereby represents and warrants that it has the legal right,
power, and authority to effectively and validly accomplish said assigmnent and hereby agrees to indemnify the
County against any losses, damages, and expenses resulting from any alleged invalidity of any such assigrunent in
accordance with Section 10.2, below. The rights granted to County in this Section are, with respect to any given
Deliverable, contingent upon County's full and final payment to Vendor hereunder with respect to the portion of the
Services that are associated with such Deliverable.

7.1.2 Definition

As used in this Agreement, «Work Product" means information and developments,

including source code and object code ' with respect thereto, configurations, configuration files, setup an.d
initialization files, customized templates, other customized formats, customized reports, processes, programs, and
materials generated in the performance of the Services for delivery to the County under this Agreement, the
Deliverables, lists, compilations, and descriptions of the aggregate setup and configuration steps and choices made
by the County or Vendor in the process of installing, implementing,- and integrating the System and the SAP
Software, .and designs, specifications, discoveries, improvements, materials, program materials, computer software,
flow charts, compilations, writings, pictorial materials, schematics, other creations, and the like, regardless of
whether patented or patentable, subject to copyright, constituting a trade secret, or otherwise protectable by law, that
are flfst created by Vendor for delivery to the County in its performance under this Agreement, or by any third party
engaged by Vendor in the performance of Vendor's obligations or the exercise of Vendor's rights under this
Agreement, and the intellectual property and proprietary rights in or pertaining to any of the foregoing, except for
and with regard to any Vendor Materials (as defined below). FOr1he avoidance of doubt, Vendor Materials shall not
be considered "Work Product".

7.1.3 Vendor's License

The County hereby grants to Vendor a personal, limited, non-exclusive, and

non-transferable license, without the right to sublicense, to use the Work Product during the Term solely and
exclusively as nycessary and appropriate for Vendor to fulfill its obligations under this Agreement.

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 7.2 Vendor Materials

7.2.1 Definition

As used herein, "Vendor Materials" means computer programs, programtning code, operating
instructions, and other similar or related materials, as well as concepts, methods, metho<i:ologies, procedures,
processes, know-how, techniques, models, templates, the generalized features of the structure, sequence and
organization of softyrafc, user interfaces and screen designs, and general purpose consulting and software tools,
•.

utilities, routines, and logic, coherence and methods of operation of systems that were created, developed or
acquired by Vendor, or which Vendor otherwise has rights in, prior to the Effective Date or independently of the
perfonnance of the Services, or created, developed or acquired by Vendor or its subcontractors as a tool for their use
in pedonning the Services, plus any modifications or enhancements thereto and derivative'works based thereon.

7.2.2 The County's License

As between the Parties, Vendor shall retain all right, title and interest in and to the Vendor
Materials and, except for the license expressly granted in this Section� the County shall acquire no right or interest in
the Vendor Materials. Vendor grants to the County a perpetual, non-exclusive, non-transferable, royalty-free,
world-wide license and right to copy, display, and use the Vendor Materials contained in each Deliverable for the
County's and its Affiliates' respective inteqJ.al business purposes, in object code and source code fonn, in whole or
in part, and including the right to add to, subtract from, arrange, rearrange, revise, modify, change and adapt the
Vendor Materials, and any part or element thereof, for such purposes. The rights granted to County in this Section
are, with respect to any given Deliverable, contingent upop County's full and final payment to Vendor hereunder
with respect to the portion 'of the Services that are associated with such Deliverabl,e. Without limiting the County's
obligations with respect to the confidentiality of Vendor Materials contained in· Section 8 of this Agreement, the
County shall not disclose any Vendor Materials to a third party engaged by the County to assist it in completing the
. Project unless and until such third party has executed a confidentiaJity and non�disclosure agreement in favor of
Vendor and containing tenns no less restrictive than the confidentiality obligations set forth in this Agreement

7.3 Residual Rigbts

The County acknowledges that Vendor is in the business of providing similar products and
services to a variety of customers and that nothing in this Agreement shaH prevent Vendor from using in other
engagements for other customers the general knowledge, concepts, methodologies, procedures, know-how.
techniques. models, templates, the generalized features of the structure, sequence and organization of software, user
interfaces, and screen designs, and general purpose consulting and software tools, utilities, routines, and logic,
developed Or produced (alone or jointly with the County) in connection with the performance of the Services, or the
provision of the DeHverables, hereunder that are retained in the memories of Vendor's personnel (excluding
information intentionally memorized for the express purpose of pennitting its subsequent USe or disclosure) and
related to Vendor's business or business practices, to the extent that such retained information and materials do not
contain any Confidential Information of or about the County or any Work Product. Similarly, nothing contained in
this Agreement shall be construed as limiting Vendor� s rights to use or market any other materials that are the
property of Vendor, �ithout obligation of any kind to the County.

7A Further Assurances

Upon the County's request, from time to time, and upon any tennination of this Agreement,
Vendor shall promptly deliver to the County copies o f all Work Product then in-progress and all Work Product that
has then been completed hereunder and for which payment for the applicable portion of the Services associated with
such Work Product has been received by Vendor for amounts owed to Vendor through the date of such request or
tennination. Further, at the request of the County. Vendor shaH make, execute and deliver such documents as may
be needed or reasonably requested by the County in protecting its rights in any Work Product or to give effect to the
provisions of this Section 7.

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8. CONFIDENTIAL INFORMATION

8.1 Definition of Confideniial Information

Certain "Confidential Information" of or about each Party may be furnished or disclosed to, or
created or used by, the other Party the other in connection with the Parties' perfonnance of their respective
obligations under this Agreement. As used in this Agreement, the L<Confidential Information" of Vendor means the
Veudor Materials and other information or materials of Vendor that are reasonably considered by Vendor to
constitute or include confidential infonnation or are so marked or identified a's such by Vendor at the time of
disclosure by it to the County. The "Confidentiaf Information" of the County means: (i) technical information,
formulas, materials, data, reports, p�ograms, documentation, diagrams, ideas" concepts, techniques, processes,
inventions, knowledge, know-how, and trade secrets that are developed, created, or acquired by the County whether
in tangible or intangible form, in any specific form or media, or disclosed orally; (ii) information and data relating to
or describing the County's practices, persormel, agents, subcontractor�, clients, customers, constituents, suppliers,
products. services, orders. business. fmancials, costs, or margins that is nO,t generally known or available to the
public; (iii) subject to applicable law, this Agreement and the terms and conditions hereof; (iv) the Deliverables and
the Work Product (excluding any Vendor Materials contained therein); and (v) any records, data, information, and
other materials in the possession or control of Vendor, or created, collected, processed, handled, stored, transmitted,
or received, in any form or media," in connection with this Agreement, the disclosure of which is prohibited, whether
by law, statute, governmental regulation, or ordinance.

8.2 Exclusions and Exeeption s

The obligations o f confidentiality and non-disclosure imposed under this Section 8 shall not apply
to, and Confidential Information shall not include, information that a Party can demonstrate: (i) was published or
. otherwise made a part of the public domain after disclosure to such Party, througb no limIt of such Party in breach of
this Agreement; (ii) was in the public domain at the time of disclosure to Such Party, through no fault of such Party
in breach of this Agreement; (iii) was already in the possession of such Party, without such Party being under any
obligations of confidentiality with respect thereto, at the time of disclosure by the other Party; (iv) was received or
obtained by such Party, without such Party assuming any obligations of confidentiality with respect thereto, from a
third party who had a lawful right to disclose such information to such Party; (v) was independently developed by
such Party without reference to Confidential Information of the other Party and not in connection with the provision
or Use of'the Services, the De}jverables, or the System; or (vi) constituted public records, or records otherwise
required by law to be open or available to the public, under applicable law.

8.3 Protection of Confidential Information

Each Party shall, at all times: (i) maintain the confidentiality, security, and integrity of the
Confidential Information of the other Party; (ii) take reasonable and appropriate steps to prevent the use, disclosure,
dissemination, copying, alteration, modification, or loss of integrity of the Confidential InfofIl)ation of the other
Party other than ns necessary and appropriate for such Party to perform its obligations under this Agreement;
(iii) use at least the same care to prevent disclosure of the Confideutial lnformation of the other Party to third parties
as it employs t� avoid disc1osure. publication, dissemination, or copying of its own Confidential Information of a
similar nature, but in no event less than a reasonable standard of care; (iv) use; alter, and modify the Confidentia1
Information of the other Party solely as necessary and appropriate for the purpose of performing its obligations
under this Agreement; (vi) not acquire any express or implied right or license to any intellectual property or other
proprietary right in or to, or assert any lien against, the Confidential Information of the other Party; (vii) use all
commercially reasonable efforts to inform its employees, agents, representatives, and subcontractors who perfonn
duties with respect to this Agreement about the restrictions with regard to Confidential Information set forth in trus
Section 8; and (viij) notify the other Party as soon as possible in the event of any use, disclosure, alteration,
modification, or loss of Confidential Information of or about such other Party other than as permitted by this
AgreemenL The provisions of this Section 8 are in addition to, and not in replacement of, any protections afforded
any information or materials by applicable law, and nothing in this Agreement shall reduce or restrict any
protections provided by applicable law to the-trade secrets or other confidential or proprietary information of either
Party and its respective Affiliates.

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 8.4 Permitted Disclosures

"" Notwithstanding the restrictions set forth in this Section 8, each Party may disclose Confidential
Infonnation of the other Party to its employees, agents, subcontractors. and set:Vice-providers (i) as appr.opriate for
the perfonnance of their respective assigned dnties; and " (ii) who have a legal duty to protect the Confidential
Information that is substantially equivalent to the obligations of oonfidentiality imposed upon such Party hereundeL
A Party receiving Confidential Infonnation of the other Party assumes full responsibility and liability for the acts or
omissions of its employees, subcontractors and service providers (and the e1JlPloyees of such subcontractors and
service providers) witb respect to such Confidential Information. Notwithstanding anything to the contrary
contained elsewhere in this Agreemen� either Party may disclose the existence of this Agreement, or the terms of
this Agreement, to the extent such disclosure is required to enforce the tenns of this Agreement or the rights of such
Party hereunder, and to the extent that such Party deeIQs it necessary or appropriate, in its sole discretion, toJenable,
permit, or faci1itate filings with governmental agencies, including the Securities and Exchange Commission,. that
such Party is required or deems it appropriate to make.

8.5 " Required Disclosures

Either Party may disclose Confidential Information of the other Party to the extent disclosure is
required by law (including by the California Public Records Act) or by order of a court or govermnental agency.
The Party that is subject to such law or order shall use all commercially reasonable efforts to: (i) maintain the
confidentiality of the .Confidential Information by giving the Party who owns such C;onfidential Information (or to
whom such Confidential Information otherwise pertains) prompt notice; and (ii) cooperate with such other Party to
protect the confidentiality of such Confidential Information. The Party who owns such Confidential Information (or
10 whom such Confidential Information otherwise pertains) shall have the right to seek, with 'the other Party's
assistance and cooperation, a protective order or otheIWise protect the confidentiality of such Confidential
Information.

8.6 Injunctive Relief

Each Party acknowledges and agrees that any breach of any provision of this Section 8 by that
Party, or py its personnel, agents, subcontractors. or service providers, may cause immediate and irreparable injury
to the other Party that cannot be adequately compensated for in damages, and that, in the event of any such breach
and in addition to aU other remedies available at law or in equity, the other Party shaH be entitled to seek injunctive
relief from any court of competent jurisdiction, without bond or other security_

8.7 Return of Confidenlial lnformation

Upon either tennination or expiration of this Agreement or the request of the other Party, each
Party shall (except, with respect to the County, to the extent prohibited or Citherwise required by applicable law)
promptly return or destroy, at the other Party's option, the other Party's Confidential Information and all copies
thereof. Notwithstanding anything to the contrary in this Section 8.7, to the extent and for so long as such return or
destruction is infeasible (e.g., with regard to Confidential Information of the other Party retained in the mem�ries of
a Party's employees), the protections of this Section 8 shall continue to apply to such Confidential Infonnation" In
the event the return or destruction of Confidential Infonnation of the other Party is infeasible, the Party unable to
return or destroy such Confidential Information shall promptly notify the other Party in writing, indicating the
reason for such inability, the expected duration, and the specific Confidential Information to which such inability
applies. Notwithstanding"the foregoing provisions of this Section 8.7, Vendor shall be entitled to retain one ( I ) copy
of any Work Product for archival purposes and to evidence its Services for the County, subject to Vendor's
obligation to maintain the confidentiality of such Work Product in accordance with the provisions of this Section 8_

8.8 Confidentiality Agreemen ts

Each Party shall require each of its employees, agents, and subcontractors to whom Confidential
Infonnation of or about the other Party is disclosed under this Agreement to be subject to the terms of a
confidentiality agreement that provides no less degree of protection for the Confidential Infonnation of or about the
other Party than is provided for under this Agreement.

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 8.9 Duration

The obligations of the Parties with respect to Confidential Infonnation set forth in this Section 8
shall remain in force and effect at all times during the Tenn and: (i) with respect to Confidential Infonnation that
constitutes a trade secret under applicable law, for so long as such trade secret status is maintained; and (ii) with
respect to Confidential Infonnation that does not constitute a trade secret, for three (3) years after termination or
expiration of the Term (or for the maximum amount of time permitted under applicable law, ifshorler than three (3)
years).

9. REPRESENTATiONS AND WARRANTiES

9.1 Preparation for Performance

Vendor represents that: (i) it is capable in all material respects of providing the Services and the
Deliverables, and of developing and implementing the System, in accordance with this Agreement; and (ii) it
understands the nature, location, and scope of Servic,es to be performed hereunder.

9.2 Services

Vendor warrants that the Services shall be performed and completed, and the Deliverables and
Work Product prepared and provided, by Vendor in accordance with this Agreement by competent, qualified
personnel, in a timely, professional, work-person-like manner, in compliance with all applicable laws. rules,
regulations, and ordinances, and in accordance with the professional practices and standards adhered to by large
nationally recognized providers of SAP integration services.

9.3 Deliverables

Subject to the provisions of Section 13, Vendor warrants that the Deliverables and Work Product
prepared for and provided to the County, and the results of the Services performed by Vendor hereunder shall be
free of material and frequent defects, shall conform to the applicable specifications and other requirements of this
Agreement (including any technical and functional requirements specified in this Agreement), shall perform in
accordance with the applicable documentation, and shall be fully integrated and compatible with one another and
with the SAP Software.

9.4 Documentation

Subject to the provisions of Section 13, Vendor warrants that: (i) all documentation and related
materials produced or provided by Vendor to the County concerning the Services, the Deliverables. the Work
Product, or the System shall be reasonably complete and at a level of detail consistent with the professional practices
and standards adhered to by large nationally recognized providers of SAP integration services.; and (ii) the Services,
the Deliverables, the Work Product, and the System (to the extent created, produced or provided by Vendor) shall
not contain any undocumented material features ofany kind whatsoever.

9.S Disabling Devices

Vendor warrants that the Services, the Deliverables, the Work Product, the System (to the extent
created, produced, or provided by Vendor), and all other data, software, documentation, and other materials
prepared, developed, or provided by Vendor in connection with performance under this Agreement, shall not
knowingly or intentionally contain, or knowingly or intentionally result in the creation or insertion of, any virus,
timer, clock, counter, time-lock, time-bomb, or other limiting design, instruction, or routine that would erase data or
programming or cause any of the foregoing materials or any portion thereof, or any other software, hardware,
equipment, or data, to become inoperable o� otherwise become incapable of being used in the full manner for which
designed, intended, and created (a "Disabling Device"). Vendor further warrants: (i) that it shall consistently
employ industry standard practices to identifY, screen, and prevent any Disabling Device in materials and resources
utilized by Vendor in connection with this Agreement; (ii) that it shall not knowingly or intentionally install any
Disabling Device in materials and resources utilized by Vendor or the County in connection herewith; and (iii) that
it shall promptly assist the County, at Vendor'S expense, in reducing and mitigating the effects of any Disabling

COUNTY OF MARIN I DEL01TTE CONSULTING LLP IMPLEMENTATION SERVICES AGREEMENT

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Device discovered in any· materials or resources related to the System, the Services, the Deliverables, or the Work
Product in breach of this Section.

9.6 Authorizations and Approvals

Vendor represents that: (i) it is a limited liability partnership duly formed and in good standing
under the laws of the State of Delaware; (ii) it is qualified and registered to transact business in the State of
Califonria and all other locations where the performance of its obligations hereunder would require such
qualification; (iii) it has all necessary rights, power, and authority to enter into, to fulfill all of its obligations, and to
grant the rights it purports to grant, under this Agreement, (iv) the execution, delivery, and performance of this
Agreement by Vendor have been duly authorized by all necessary action; (v) the execution and performance of this
Agreement by Vendor shall not violate any domestic or foreign law, statute, or regnlation and shall not breach any
agreement, covenant, court order, judgment, or decree to which Vendor is a party or by which it is bound; (vi) it has,
and covenants that it shaH maintain in effect, all govemmental licenses and permits necessary for it to provide the
Services and the Deliverables, and to develop and implement the System, as contemplated by this Agreement the
absence of which would have a material adverse effect on the Project; and (vii) that Vendor owns or leases, and
covenants that it shall own or lease, or have the right. to use. free and clear of all liens and encumbrances. other than
lessors' interests, or security interests of Vendor's lenders, appropriate right, title, or interest in and to the personal
property that Vendor intends to use or uses to provide the Services and the Deliverables, and develop and implement
the System. in accordance herewith (except with regard to the SAP Software and any other resources owned or
provided by the County for Vendor's use hereunder).

9.7 Pending Litigation

Vendor represents that? as of the Effective Dat·e, there is no outstanding or currently pending or
threatened litigation, arbitrated matter, or other dispute to which Vendor is a party, that, if decided unfavorably to
Vendor, would reasonably be expected to have a potential or actual material. adverse effect on the Project or
Vendor's ability to fulfill its obligations hereunder, and that Vendor knows of no basis that might give rise to any
such litigation, arbitration, or other dispute in the foreseeable future.

9.8 Conflict of Interes!

Vendor represents, warrams, and covenants that neither Vendor nor any of its Affiliates or
subcontractor:s, nor any employee of any of the foregoing, has, shaH have, or shall acquire, any contractual,
financiai, business, or other interest, direct or indirect, that wou1d conflict in any manner or degree with Vendor's
perfonnance of its duties and obligations under this Agreement, or otherwise create an appearance of impropriety
with respect to the award or performance of this Agreement, and Vendor shall promptly inform the County of any
such interest that may be incompatible with the interests of the County.

9.9 Compliance with Laws

Vendor ·warrants that, in performing the Services, preparing and providing the Deliverables and
the Work Product, and participating with and assisting the County in planning, developing, integrating, and
implementing the System, Vendor shall comply with all applicable laws, regulations, and ordinances of any relevant
jurisdiction, specifically including the County's Living Wage Ordinance and Nuc1ear Free Zone Ordinance.

9.10 Third-Party Products

Vendor hereby assigns to the County all warranties, indemnities, and other commitments or
protections that Vendor has obtained or shall obtain from the vendors and manufacturers of, and which are
applicable to, any third party software or hardware procured specifically for the County by Vendor pursuant to a
Statement of Work or other written agreement in connection with the perfonnance of the Services hereunder.
Vendor warrants that it shall exercise commercially reasonable efforts to enforce on the County's behalf any such
warranties, inderrmities, and other commitments and protections to the extent that they cannot be so assigned, and
that Vendor shall promptly and diligently work With and coordinate the efforts of such vendors and manufacturers to
ensure that the County obtains any required or appropriate warranty service.

COUNTY OF MARIN I DELOITTE CONSULTING IMPLEMENTATION SERVICES AGREEMENT

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 9.11 Remedy for Breach of Warranty

If, during the Term of this Agreement, County believes that there is a breach of any of the
warrahties contained in Section 9.2, 9.3, 9A, or 9.5, the County will notifY Vendor, in writing, setting forth the
nature of such claim of breach. Vendor shall then promptly investigate such claim of breach and advise the County
of Vendor's planned action to correct such breach, if any. Thereafter, Vendor shall promptly cure such breach by
pr�viding additional Services, or taking such , other action as may be reasonably required, to correct such breach of
warranty at no additional charge t6 County. If Vendor fails to correct any such breach of warranty within sixty (60)
days after notice and verification of such breach, County shall be entitled to pursue any remedy available under this
. Agreement.

9.12 Disclaimer of Warranties

THIS IS AN AGREEMENT FOR SERVICES. NEITHER VENDOR NOR THE COUNTY

MAKES ANY WARRANTIES OTHER THAN THOSE EXPRESSLY CONTAlNED IN THIS SECTION 9 OF
THIS AGREEMENT. EACH OF THE PARTIES HERETO EXPRESSLY DISCLAlMS ANY IMPLIED
WARRANTIES INCLUDING ANY WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A
PARTICULAR PURPOSE.

10. INDEMNIFICATION

10.1 Bodily Injury and Property Damage

Without limiting Vendor's obligations with respect to insurance, as provided in Section �4 hereof,
and in accordance with Section lOA, Vendor shan indemnifY, defend, and hold the County and its Affiliates, and the
respective directors. administrators, officers, attorneys, employees. agents, representatives, independent contractors,
and elected and appointed officials of the County and its Affiliates (collectively, the "County's Indemnitees") from
and against all LoSSeS (as defined below) arising out of any claims or demands brought by any third party alleging
bodily injury, sickness, disease, or death of any person or persons or loss of Or damage to any tangible personal or
real property (including the loss of use resulting there from) to the extent that such injury, damage, or loss directly or
proximately arises from any acts or omissions that constitute negligence, fraud or willful misconduct by Vendor or
its subcontractors, or the respective employees, agents, and representatives of Vendor and its subcontractors. As
used in this Agreement, "Losses" means: (i) amounts actually paid, or due and payable, to third parties by the
County's Indemnitees (including judgments, settlements, awards, liabilities, losses, damages, interest, fines, and
civil penalties); Oi) attorneys' fees and court costs reasonably incurred by the County's Indemnitees, in the cas€: of
litigation or arbitration; and (iii) out-of·pocket expenses reasonably incurred by tbe County's Indemnitees In
connection with the investigation, defense, litigation, or settlement of the applicable claims or demands�

10.2 Infringement

In accordance with Section lOA, Vendor shan defend or, at its option, settle, and shaH indemnify
and hold hannless, the County's Indemnitees from and against all Losses arising out of any claim, action, or demand
brought by any third party against any of the County's Indemnitees for actual or alleged infringement of any patent,
trademark,· copyright, or other intellectual property or proprietary right (including misappropriation of trade secrets)
enforceable in the United States, to the extent based upon the Services, the Deliverables or the Work Product
provided to the County by Vendor or used by Vendor or its subcontractors in perfonnanGe hereunder, excluding, in
each case, the SAP Software and any technology or materials oWned by the County or otherwise provided by the
County to Vendor for use hereunder (any such claim, action, or demand, an "Infringement Claim"). In the event of
an Infringement Claim, Vendor may, in its reasonable discretion, either procure a license to enable the County to
continue to use such Services, Deliverahles or Work Product or develop or obtain, and provide the County with, a
non-infringing substitute therefor that provides substantially the same functionality, features, and performance, at no
cost to the County. Notwithstanding anything to the contrary in this Section 10.2, Vendor shall have no obligation
with respect to indemnification of the County's Indemnitees regarding any ch,im or action to the extent that it is
based upon: (i) a modification by the County of the Services or the Deliverables, or of other technology or materials
provided by Vendor hereunder, that was not intended or otherwise approved or authorized by Vendor in writing;
(ii) the County's operation or use of the Services or the Deliverables, or any other teclmology or materials provided
by Vendor hereunder, in combination with apparatus, data" or programs neither furnished Dor approved by Vendor in

COUNTY OF MARIN I DELOITTE CONSULTING LLP lMPLEMENTATION SERVICES AGREEMENT

writing; (iii) the use by the County of the Services or the Deliverables, or any other technology Or materials provided
by Vendor hereunder, other than in accordance with the County's applicable licenses or rights, as set forth in this
Agreement; or (iv) Vendor's use, in accordance with this Agreement, of the SAP Software or related software
licensed to the County by any third-party or of any instructions, specifications, or materials provided by the County
for Vendor's use hereunder. The remedies described in this Section 10 shall be the County's sole and exc�usive
remedies, and the Vendor's sole and exclusive obligation, for any Infringement Claim.

103 Third-Party Services

In accordance with Section lOA, Vendor shall defend, · indemnify, and hold the County's
Indemnitees harmless from and against all Losses related to claims by third parties (including any Vendor Personnel
and any of Vendor's subcontractors or their respective employees) based upon an alleged breach by Vendor of any
agreement with such third party in connection with the Services provided under this Agreement (e.g.. an
employment agreement or a subcontracting agreement).

lOA Procedures

If any legal action governed by this Section 10 is commenced against any of the County's
lridemnitees. prompt written notice thereof shall be given to Vendor, ,except that failure to give prompt notice shall
reduce Vendor's oblig�tions under this Section ]0 in the event and to the extent it is prejudiced thereby. After such
notice1 if Vendor acknowledges in writing to the County that the right of indemnification under Section 10 applies
with respect to such claim. then Vendor shaH be entitled, if it so elects, in a written notice deJivered to the County) to
take control of the defense, investigation and settlement of such claim and to employ and engage attorneys of its
choice to handie, defend or settle same, at Vendor's sole expense. The County shal1 cooperate in all reasonable
respects with Vendor and its attorneys in the investigation, trial, and defense of such claim and any appeal arising
therefrom, except that the County may. at its own expense, participate, through its attorneys or otherwise, in such
investigation, trial, and defense of such claim and any appeal arising therefrom. No' settlement of a claim that
involves a remedy other than the payment of money (or the issuance of credits) by Vendor shall be.entered into by
Vendor without the prior written consent of the County. which consent shall not be unreasonably withheld if such
settlement concerns or would affect equitable remedies of the County or the County's Confidential Information or
proprietary technology. excluding the portion thereof that contains the infringing Services, Delivera.bles. or other
inaterials supplied by Vendor. After notice by Vendor of its eJection to assume full control of the defense of any
such claim, Vendor shall not be liable to the County's Indemnitees for any legal expenses incurred thereafter by the
County's lndemnitees in connection with the defense ofthe claim.

11. TERM & TERMINATION

11-1 Term

The term of this Agreement (the "Term") shall commence on the Effective Date and, unless
terminated earlier in accordance with Section 2.3 or Section 1 1 .2, shall continue until Vendor's completion of. and
the County's Acceptance or ,Post-live Acceptance, as applicable, of, all of the Services, Deliverables, and portions
and components of the System (and the System as a whole) to be provided by Vendor as part of the Project
hereunder.

1 1 .2 Termination

1 1 .2.1 Tennination for Breach

Either Party may terminate this Agreement (and all Statements of Work then incorporated
herein and then in force and effect) in the event that the other Party breaches a material term of this Agreement (or
any such Statement of Work) and fails to cure such breach within thirty (30) days after receiving written notice from
the non-breaching Party reasonably identifying and describing such breach. Any such termination shall require a
written notice of termination, delivered to the breaching Party after ·expiration of the applicable period and before
such breach has been cured, and specifying a termination date that is not Jess than ten ( 1 0) days and not more than
thirty (30) days after the date of delivery of the notice. Notwithstanding the foregoing provisions of this Section,
Vendor may terminate this Agreement, and all Statements of Work then in effect, for nonpayment of Fees by the

COUNTY OF MARIN / DELOITTE CONSULTING LLP IMPLEMENTAnON SERVICES AGREEMENT

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County in accordance with Sections 6.2, 6.4, al)d · 1 6. A . Party terminating . this Agreement pursuant to this
Section 1 1 .2.l shaH be also entitled to pursue any other available rights and remedies available hereunder, at law, or
in equity.

1 1.2.2 Termination by the County for Convenience

The County may also terminate this Agreement, or any separable portion of the Services,
for any reason other than those giving grounds for termination pursuant to Section 1 1.2. 1 , at any time, by providing
Vendor with written notice of termination, specifying a termination date that is not less than forty-five (45) days'
after the date of delivery of the notice. After receiving a notice of termination pnrsuant to this Section 1 1 .2.2,
Vendor shall promptly confer with the Comity, providing the County with an up-te-date status of its performance
hereunder, and the County shall direci Vendor whether to complete or wind-down the applicable Services and
Deliverables that are then in-progress and that are to be provided by Vendor with regard to each Critical Milestone
that has not yet been Achieved and that are scheduled to be Achieved prior to such termination date. If the County
directs Vendor to complete the Services and Deliverables with respect to such a Critical Milestone, then Vendor
shall use conunercially reasonable efforts to Achieve such Critical .Milestone prior to the termination date� If the
County directs Vendor to wind-doWn the' Services and. DeliverabJes with respect to such a Critic�] 'Milestone1 then
Vendor shall use commercially reasonable efforts to wind-down, and transition to the County, the perfonnance of
such Services� and the preparation of such Deliverables, in a , reasonable) efficient) and timely mariner. Unless
directed otherwise by the County pursuant to this Section 1 1 .2.2, and notwithstanding anything· to the �ontrary
elsewhere in this Agreement, Vendor shall not hegin work on any portions of the SerVices or the Deliverables that
are not aJready in progress as of Vendor's receipt of a notice of termination pursuant to this Section 1 1 .2.2.

11.2.3 Termination by the County for Change in Control of Vendor

In the event of a Change in Control of Vendor (as defmed below), whether resulting from
a single transaction or a series of related transactions) the County may terminate this Agreement, or all or any
portion of the Services then being provided hereunder, by providing Vendor with at least forty-five (45) days' prior
written notice of such tennination, which notice� to be effective, must be delivered within the first ninety, (90) days
after the County's becoming reasonably aware of such Change in ControL As used in this Agreement: (i) Control
has the meaning set forth in Section 1 . 1 ; and (ii) a «Change in Control" shaH be deemed to have occurred whenever,
as a result of a single transaction or a series of related transactions, a person or entity (or a group of persons or
entities acting in concert) that had not previously had Control of Vendor obtains Control of Vendor.
Notwithstanding the foregoing, routine additions to� or resignations) retirements, or removals of. principals of
Vendor shaH not constitute a "Change in Control." After receiving a notice of termination pursuant to this Section
1 1 .2.3, Vendor shall promptly confer with the County, providing the County with an up-to-date status of its
performance hereunder, and the County shall direct Vendor whether to· complete or wind-down the applicable
Services and Deliverables that are then in-progress and that are to be provided by Vendor with regard to each
Critical Milestone that has not yet been Achieved and that are s�heduled to be Achieved prior to such termination
date. If the County directs Vendor to complete the Services and Delivenibles with respect to such a Critical
Milestone, then Vendor shan use commercially reasonable efforts to Achieve such Critical MHestone prior to the
termination date. If the County directs Vendor to wind-down the Services and DeEverables with respect to such a
Critical Milestone, then Vendor shall use commercially reasonable efforts to wind-down, and transition to the
County, the performance of such Services, and the preparation of such DeliverabJes, in a reasonable, efficient, �nd
timely manner. Unless directed otherwise by the County pursuant to this Section 1 1 .2.3, and notwithstanding
anything to the contrary elsewhere in this Agreement, Vendor shaH not begin work on any portions of the Services
or the Deliverables that are not already in progress as of Vendor's receipt of a notice of tennination pursuant to this
Section 1 1 .2.3. No termination pursuant to this Section 1 1 .2.3 shall be deemed a termination by the County for
Vendor's breach of this Agreement.

11.2.4 �ermination for Force Majeure Event

If a delay or interruption of perfonnance by Vendor resulting from its experiencing a

Force Majeure Event exceeds fifteen ( J S) consecutive days, the County, at any time thereafter but before
performance has been substantially resumed, may terminate this Agreement, or all or any portion of the affected
Services, by delivering to Vendor a tennination notice specifying the effective date of the tennination) which shaH
not be less than ten (10) days or more than thirty (30) qays after the date of delivery of the notice. Nevertheless, in

COUNTY OF MARIN I DELOITTE CONSULTING LLP IMPLEMENTATION SERVICES AGREEMENT

the event of any such termination, Vendor shall still use aU commercially reasonable efforts " to perfotm its
obligations with respect to transition assistance (as descnbed in Section 1 1 .3 . 1 hereof) in respect of any terminated
Services until such obligations are fulfilled.

1 1 .2.5 Termination for Non-Appropriation of Funds

The County may, by sending at least thirty (30) days' advance written notice to Vendor
specifying the applicable tennination date, tenninate this Agreement, or any or all of the Sexvices or Deliverables to
be provided pursuant to this Agreement (or any portion of any of the foregoing), effective at the end of the period
for which funds have been appropriated by, or are otherwise available to, the County, if and to the extent the
terminated Services or Deliverables are. or the Agreement as a whole is, directly or indirectly involved in the
perfonnance a function with regard to which funds have not been appropriated, or are no longer available, for the
continued performed thereof.

1 1 .2.6 Termination by Vendor for Regula.tory Change

If: (i) Vendor determines that ,a governmental, regulatory, or professional entity

(including., without limitation, the American Institute of Certified Public Accountants, the Public Company
Accounting Oversight Board, or the Securities and Exchange Commission), or other entity having the force of law,
has introduced a new, or mpdified an existing, law, rule, regulation,. interpretation, or decision, the result of which
would render Vendor's performance of any part of the Services illegal or otherwise unlawful or in conflict with
independence or professional rules pertaining to the accounting profession or in violation of laws, rules, or
regulations pertaining to the accounting profession, or Gi) circumstances change such that Vendor's performance of
any part of the ServiGes would be megal or otherwise unlawful or in conflict with independence or professional rules
pertaining to the accounting profession or in violation of laws, rules, or regulations pertaining to the accounting
profession, then Vendor shall, after consultation with County, 'promptly and diligently attempt in good faith to assign
or otherwise transfer this Agreement,: and aU of its rights and obligations hereunder, to an entity of sufficient
financial wherewithal, and possessing sufficient resources, personnel, and capabilities, to be reasonably capable of
fulfilling aU of Vendor's obligations under this Agreement in accordance herewith (except' that nothing herein shall
require Vendor to incur any. cost, other t�an a de minimis cost, associated with such assigmnent or transfer. Of to
retain any liability for the Agreement as assignor). If Vendof, through the exerCise of reasonable and diligent
efforts, cannot so assign Of transfer this Agreement within a reaso�able period of time," as determined in accordance
with the circumstances and the applicable legal and professional rules, Vendor may, upon providing the County with
as much advance written notice as is reasonably possible under such circumstances and rules, terminate this
Agreement and aU Statements of Work then in effect. In the event of such a tenrunation, Vendor shal! still be
obligated to provide transition assistance to the County pursuant to Section 1 1 .3. 1 hereof, to the extent reasonably
possible, consistently with the applicable legal or professional rules. County may, at its option, direct Vendor to
continue to perform any portion of the Services that Vendor determines would not be illegal or otherwise unlawful
or in conflict with the rules described above and to terminate this Agreement and the" Statements of Work op.ly with
respect to the remaining Services, and County ar;td Vendor shaH endeavor to agree on a Change Order reflecting
such a modification.

1 1.3 Effects ofTerrnination

1 1.3.1 Transition Assistance

Unless requested otherwise in writing by the County� and except as provided elsewhere in
this Agreement, Vendor shall not discontinue or suspend its" performance under this Agreement until this Agreement
has been tenninated in accordance with Section" J 1.2, and Vendor shall continue to provide Services in accordance
herewith through the effective date of any such termination. Upon Vendor's receipt or sending of any notice of
termination, Vendor shal! promptly deliver to the CouU!y copies of all Work Product, all Deliverables, and all other
results of the Services, to the extent that they have then been completed, and the County shall be entitled to use, or
continue to use, all such Work Product, Deliverables, and other results of the Services for such purposes as the
County deems appropriate after such termination, in accordance with the rights granted in this Agreement and
subject to payment in full, in accordance with Section 1 1 .3.2, for the applicable Services rendered. Vendor shall
assist and cooperate with the County to provide for a timely and orderly transition of the Services that have not yet
been completed to the County or its designee in connection with any termination of this Agreement under

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 Section 1 1 .2 (provided that, in the event of a termination by Vendor pursuant to Section 1 1 .2. 1 , the County is
required to pay all outstanding amounts then due and owing to Vendor hereunder, prior to Vendor being obligated to
provide such assistance and cooperation). Upon th� County�s written request, and on a time and materials baSis at
the Applicable Hourly Rates, Vendor shall promptly document in reasonable detail the status of the performance of
the Services, and the preparation of the Work Product and Deliverables, that were to have been provided .hereunder.
to the extent not yet completed (provided that, in the event of a termination by Vendor pursuant to Section 1 1 .2. 1 ,
the County is required to pay all outstanding amounts then due and owing to Vendor hereunder, as well as the
amount of fees reasonably expected to apply to sD:ch documentation services, prior to Vendor being obligated to
-

perform such documentation). -

1 13.2 Amounts Payable

_ In the event of any termination of this Agreement Vendor shall promptly invoice the
- County, and the County shall thereafter pay to Vendor in accordance with this Agreement: (i) any outstanding
amounts that are payable according to the terms of this Agreement (other than this sentence) as of the termination
date; (ii) an amount that reasonably and fairly represents, on a proportionate basis, the extent of completion of the
Services and Deliverables that were in-progress as of the date of tennination, but for which Vendor has not
otherwise invoiced the County hereunder and (iii) all reasonable wind-down costs directly relating to the
performance of the Services, including those resuhing from lease terminations (i.e., leases for extended stay
facilities and rental cars), unused airline tickets, and the like.

1 1A Postponement or Suspension of Release n

The County may, in its sole discretion) at any time prior to the commencement of Release 1I of
the Project, suspend, delay, postpone, or cancel the performance of Release II by providing at least thirty (30) days
advance written notice thereof to Vendor. If the County at any time desires to have Release II start after, but within
one ( I ) year after, its originally scheduled start date, as specified in Schedule 2A, then the-Parties shall confer and
mutually agree upon reasonable and appropriate adjustments to the Fees payable hereunder (and to the Project Fee
Cap), at the Applicable Hourly Rates, with respect to Release II. Any resumption of Vendor's performance of
Services with regard to Release II pursuant to thIs Section 1 1 .4 shaH be conditioned upon and subject to the
availability of Vendor Personnel to perform such Services.

12. LIMITATION OF LIABILITY

12.1 Maximum I,iability of Vendor

EXCEPT AS OTIlERWISE EXPRESSLY PROVIDED IN THIS SECTION 12, VENDOR'S

AND ITS AFFILIATES', AND THEIR RESPECTIVE PERSONNEL'S AND SUBCONTRACTORS',
MAXIMUM, CUMULATIVE, AND AGGREGATE MONETARY LIABILITY FOR ALL CLAlMS OF ANY
KlND OF THE COUNTY ARlSING OUT OF OR RELATING TO THIS AGREEMENT OR A STATEMENT OF
WORK AT ANY TIME OR TIMES, INCLUDING CLAlMS REGARDING VENDOR'S PERFORMANCE OR
NONPERFORMANCE OF mE SERVICES OR OF ANY OTHER WORK OR OBLIGATIONS SET FORTH IN
THIS AGREEMENT, WHEmER BASED ON CONTRACT, WARRANTY, TORT (INCLUDING
NEGLIGENCE), STRICT LIABILITY, STATUTE, OR OTHERWISE, SHALL IN NO EVENT EXCEED THE
GREATER OF: (i) FIVE HUNDRED THOUSAND DOLLARS ($500,000); AND (ii) (a) IF SUCH CLAlM IS
BROUGHT PRlOR TO VENDOR'S COMMENCEMENT OF SERVICES WITH REGARD TO RELEASE JJ OF
THE PROJECT, AN AMOUNT EQUAL TO 1 .25 TIMES THE AMOUNT OF FEES mAT HAVE THEN BEEN
PAlD BY TIlE COUNTY UNDER THE APPLICABLE STATEMENT OF WORK; OR (b) IF SUCH CLAlM IS
BROUGHT AFTER VENDOR'S COMMENCEMENT OF SERVICES WITH REGARD TO RELEASE II OF
THE PROJECT, AN AMOUNT EQUAL TO mE AMOUNT OF FEES mAT HAVE THEN BEEN PAlD BY
THE COUNTY UNDER THE APPLICABLE STATEMENT OF WORK.

12.2 Maximum Liability of the County

EXCEPT AS OTHERWISE EXPRESSLY PROVIDED IN THIS SECTION 12, THE

COUNTY'S MAXIMUM, CUMULA11VE, AND AGGREGATE MONETARY LIABILITY FOR ALL CLAIMS
AND ACTIONS ARISING UNDER OR RELATING TO THIS AGREEMENT, AT ANY TIME OR TIMES,

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WHETHER BASED ON CONTRACT, WARRANTY, TORT (INCLUDING NEGLIGENCE), STRlCT
LIABILITY, STATUTE; OR OTHERWISE, SHALL IN NO EVENT EXCEED THE AMOUNT OF MONEY
PAID AND THEN SHOWN TO BE OWED, PAYABLE, AND UNPAID BY THE COUNTY FOR SERVICES
RENDERED, AND DELIVERABLES PROVIDED, BY VENDOR HEREUNDER UNDER THE APPLICABLE
STATEMENT OF WORK.

12.3 Exclusion of Indirect Damages

EXCEPT FOR CLAIMS OF THE TYPES DESCRIBED IN SECTION 1 2.4, IN NO EVENT

SHALL EITHER PARTY . OR ITS AFFILIATES, OR THE RESPECTIVE PERSONNEL AND
SUBCONTRACTORS OF EITHER PARTY AND ITS AFFILIATES, BE LIABLE TO THE OTHER PARTY
FOR ANY SPECIAL, INCIDENTAL, EXEMPLARY, CONSEQUENTIAL, PUNITIVE, OR OTHER fNDIRECT
DAMAGES, fNDIRECT LOSSES, OR fNDIRECT EXPENSES. THE LIMITATION ON THE TYPES OF
RECOVERABLE DAMAGES SET FORTH IN THIS SECTION 12.3 SHALL APPLY IRRESPECTIVE OF
WHETHER THE POSSIBILITY OF ANY SUCH DAMAGES WAS KNOWN OR HAD BEEN DISCLOSED TO
A PARTY IN ADVANCE, OR COULD HAVE .REASONABLY BEEN FORESEEN BY SUCH PARTY, AND
NOTWITHSTANDING THE FORM IN WHICH ANY CLAIM OR ACTION IS BROUGHT.
NOTWITHSTANDING ANYTHING TO THE CONTRARY IN THIS SECTION 12.3 OR ELSEWHERE IN THIS
AGREEMENT OR IN ANY STATEMENT OF WORK, THE REASONABLE COSTS THAT THE COUNTY
INCURS OR EXPENDS TO PROCURE SERVICES FROM AN ALTERNATIVE SOURCE AS A RESULT OF
ANY DEFAULT OR BREACH OF THIS AGREEMENT BY VENDOR, TO THE EXTENT IN EXCESS OF THE
FEES THAT THE COUNTY WOULD OTHERWISE HAVE PAID TO VENDOR PURSUANT TO THIS
AGREEMENT, SHALL BE CONSTRUED AS DIRECT DAMAGES, AND NOT AS INCIDENTAL,
CONSEQUENTIAL, OR OTHER fNDlRECT DAMAGES, HEREUNDER.

12.4 Exceptions

THE LIMITATIONS SET FORTH ABOVE IN THIS SECTION 12 UPON THE TYPES AND
AMOUNTS OF EACH PARTY'S LIABILITY, AND THE EXCLUSIONS SET FORTH ABOVE IN THIS
SECTION 12 OF CERTA1N TYPES OF DAMAGES, SHALL NOT APPLY TO: (i) CLAIMS SUBJECT TO (OR
AMOUNTS PAYABLE PURSUANT TO) A PARTY'S OBLIGATIONS OF fNDEMNIFICATION
HEREUNDER, AS PROVJDED IN SECTION 1 0 OR ELSEWHERE IN THIS AGREEMENT; (ii) CLAIMS
WITH RESPECT TO A BREACH OF ANY LICENSE GRANTED IN SECTION 7 HEREOF; (iii) CLAIMS FOR
BREACH OF ANY OBLIGATIONS OF CONFIDENTIALITY SET FORTH IN SECTION 8 HEREOF OR IN
ANY CONFIDENTIALITY AGREEMENT ENTERED INTO PURSUANT HERETO; (iv) CLAIMS FOR
DAMAGES FOR BODILY INJURY (INCLUDING DEATH) AND DAMAGE TO REAL OR TANGIBLE
PERSONAL PROPERTY CAUSED BY THE NEGLIGENT OR TORTIOUS CONDUCT OF SUCH PARTY;
AND (v) CLAIMS FOR LOSSES ARISING OUT OF THE WILLFUL MISCONDUCT, OR THE RECKLESS,
WANTON, OR BAD FAITH CONDUCT, OF SUCH PARTY.

12.5 Force Majeure

Neither Party shall be liable to the other for any delay in such Party's performance, or such Party's
inability to perform, to the extent due to Force Majeure. As used herein. «Force Majeure" includes any acts or
omissions of any acts of God (i.e., flres, floods, hurricanes, tornadoes, and the like), acts or omissions ·of the other
Party or its subcontractors (or their respective employees, agents, and representatives) other than in accordance with
this Agreement, non-availability of electrical power, heat. light, air-conditioningy or telecommunications equipment,
or any other act, omission, or occurrence beyond such Party's reasonable control, to the extent that the results or
consequences thereof could not reasonably have been foreseen, prevented. avoided, or mitigated by such Party. If a
Party's performance hereunder is materially delayed by Force Majeure, the time for performance of any materiaJIy
affected services or activities shall be extended to the extent of the delay caused by the applicable Force Majeure
event, plus a reasonable amount of time to resume the performance of such affected services or activities hereunder.
A Party whose performance is so delayed by Force Majeure shall give the other Party written notice of the nature
and anticipated duration of such delay promptly upon first being affected by such Force Majeure.

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 13. ACCEI'TANCE TESTING

All Services shall be performed, and all Deliverable, and Work Product shall be"provided to the County, by
Vendor in conformance in all material respects with a11 requirements. specifications, acceptance criteria� and time
schedules set forth or referenced in this Agreement or in any applicable Statement of Work. Vendor shall utilize
reasonable acceptance testing procedures, and appropriate acceptance criteria, and no such activities shall be deemed
completed unlil all applicable acceptance criteria, whether .set forth in this Agreement, in a Statement of Work, in a
Deliverable. or otherwise mutually agreed upo'!l by the Parties in writing, have been successfully met in all material
r:espects. In addition, the County shall have die right to review, test. and either accept or reject, in accordance with
the provisions of this Section 131 any Deliverable (or any particular or separable product,. output, or result of the
Services, including the System or any portion or component thereof, and all Work Product) provided by Vendor to
the County hereunder, upon receiving written notice from Vendor that such De1iverable or other item or component
is ready for review and testing by the County (which notice Vendor shall provide in a timely manner with respect to
each such Deliverab1e. item, or component). Except as otherwise expressly provided herein, any payment of Fees
ak?sociated with the · Achievement of any Critical Milestone .shall not be due, payable, ·or .made before the County
issues its Acceptance, or is deemed · to have issued i� Acceptance. as defined belo,?, of all of the Services and
•.

Deliverables to be provided for. or prior and relating to, such Critical Milestone (both individually and., with respect
to aGceptance of the System or the portions or components thereof that are implemented during any given Release or
Phase, collectivelY)7 in accordance with the provisions of this Section 13. For the avoidance of doub� any
references to the County's HAcceptance" of any particular item in this Agreement, or in any Statements of Work or
other Schedules, Exhibits. or attachments incorporated here:in.. without further qualificatiop. or clarification, shall be
deemed to refer. as applicable, to either: (a) the County's uPre-Live Ac�eptanee' of the Software Components in
accordance with Section J 3.1; (b) the County's ."Post-live Acceptancen of Softw�e Components in accordance with
Section 13.2; or (c) the County's «Acceptance" of Deliverables that do not constitute Software Components,
pursuant to Section 13.3, and, in each case, shall include the County's deemed acceptance thereof, as expressly
provided for in tlUs Section l -?

13.1 Pre-live Acceptance

Upon the County's receipt of written notice from Vendor that Vendor has completed the
installation of any Deliverable or group of Deliverables that constitute computer software {each such Deliyerable or
group, a "Software Componene')� that such Software Components are ready for testing, and that Vendor requests the
commencement of testing. the County $hall begin testing such Software Components in a non-Jive, test environment
using the applicable test procedures and standards set" forth or referenced in this Agreement or in the applicable
.. Statement of Work, or such other procedures and s1a.J?dards as are mutually agreed upon by the Parties in writing
(collectively, the "Acceptance Test Procedures�'), to determine whether each such Software Component performs,
·and whether such Software Components as· a group perform, in accordance with the applicable specifications and
acceptanc.e criteria for such Software Components set forth or referenced in this Agreement, or in any applicable
Statement of Worlc, and as warranted in and required by Section 9 hereof (collectivelY1 the «Acceptance Criteria").
After the County has conducted such testing for a Software Component for the number of consecutive calendar days
specified in the Acceptance Test Procedures or, if not so specified, for fourteen (14) consecutive calendar days (the
'<Pre-live Testing Period") in accordance with the Acceptance Criteria the County shall notify Vendor in writing
•.

that the County has issued its "Pre-live Acceptance" of such Software Component.. If such Software Component
does not perform in aU material respects in accordance with the Acceptance Criteria (or if such Software Component
alone causes any other Software Component(s) for which the County has previously issued its Acceptance (or for
which such Acceptance was, in accordance herewitI" deemed to have been issued) to fail to confonn to any
applicable Acceptance Criteria, regardless of the Phase .of the Project during which such Acceptance of such other
. Software Component(s) was issued or deemed issued, the' County shall deliver to Vendor, within the number of
calendar days specified in the Acceptance Test Procedures (Of, if not so specified, within fourteen {I4) calendar
days) after the end of the Pre-live Testing Period, a written report describing the deficiencies in reasonable d�tail.
Vendor shall correct any such deficiencies within the number of days specified in the Acceptance Test Procedures
(or. if not so specified, within fourteen (14) calendar days) after receiving any such repo� or within such other
period of time as is otherwise mutually agreed upon by [he Parties in writing, and shall notify the County in v.r.riting
when such corrections are completed. The County may then re-test the Software Component for an additional Pre­
live Testing Period, at the end of which the detcnnination, notification, and correction process described above in
this Section 1 3 . 1 shall be repeated. If the County fails to either notifY Vendor in writing of the County�s Pre-live

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 Acceptance of such Software Component, or to deliver such a written report of deficiencies to Vendor, within the
·period provided above in which tbe County is to respond, then the County shall be deemed to have issued its Pre­
live Acceptance of such Software Component upon the expiration of such �od. .

13.2 PosHive Acceptance

Once the County has (or is deemed to have) issued its Pre-live Acceptance of all of the Software
Components that constitute a Releast'? of the System (or, after Pre-live Acceptance of aU Software Components for
both Release I and Release II separately, the County's Pre-live Acceptance of the System as a whole, as
implemented through both such Releases), the County shall begin using such portions of the System in a live)
operational environment, in accordance with the Project Plan (each respective date that such use commences, a '�Go
Live Date")� Once the County bas used such portions of the System in such a live, operational environment using
the County's production data for a sufficient time to test all functions of such portions of the System (including
testing with regard to integration and interfacing of such portions of the System with aU applicable other software
and systems of the County). a period lasting, unless otherwise specified in a Statement of Work or otherwise agreed ·
to in writing by the ·Parties, not less than sixty-five (65) consecutive calendar days after the applicable Go Live Date
("Live Testing"), and (a) there have b�en no material errors, (b) such portions of the System perform in aU material
aspects in accordance with the Acceptance Criteria, and (c) all training and other Services and activities required by
·this Agreement to have been completed by such time or occurrence have been completed in all material respects,
then the County shall notify Vendor in writing that the County has issued its «Post-live Acceptance�' of such
portions of the System. If the County fails to notify Vendor in writing of the County's Post-live Acceptance of such
Software Component (or the System1 as the case may be), or to deliver a written report of deficiencies to Vendor
within the Live Testing period) then the County shall be deemed to have issued its Post-live Acceptance of such
Software-CQmponent or System upon expiration of the Live Testing·period. If such a written report of deficiencies
is delivered to Vendor within the Live Testing period, then V�ndor shall correct any such deficiencies within
fol.U1een (14) calendar days after such delivery (unless otherwise specified in the Acceptance Test Procedures or
otherwise mutually agreed upon by the Parties in writing) and sball notify the County in writing when such
corrections are. completed. The County may then "fe-test such portions of the System, as descn'bed above� for an
additional Live Testing periQd of such duratioll as is reasonably and mutually agreed upon by the Parties� at t�e end
of which period the determination, notification, and ·correction process described above in this Section shaH be
repeated. The County's continued, material use of the System, or any portion thereof, in such a Jive, operational
environment after the cOJ;Dpletion of Live Testing sha.ll constitute issuance by the County of its Post-1ive Acceptance
of the System and ·any portion thereof, except with respect to any deficiencies identified in a· written report delivered
to Vendor within the Live Testing period as described �bove..

133 Non-Software Acceptance

The County shall also have the right to review and test each material Deliverable· (including Work
Product) that is to be provided by Vendor to the" County hereunder, and that is not a Software Component or portion
thereof? to determine whether such Deliverable conforms in all material respects to the app1icable Acceptance
Criteria and whether the County shall accept or reject such Deliverable. Such right shall be exercisable by the
County upon receiving written notification from Vendor that sucb Deliverable is ready for review and testing, in
accordance with the procedures set forth in this Section 13. Unless otherwise provided., such testing shall continue
for the number of calendar days set forth in the applicable Statement of Work or the Acceptance Test Procedures or.
if not so spe:cified7 for ten (10) consecutive calendar days. If: (i) such Deliverable contains no material errors or
defects, (ii) such Deliverable meets or fulfills, in aU material aspects, the Acceptance Crjteria, and (iii) all training
and other Services required by this Agreement in connection with the provision of such Deliverable have been
completed in all material aspects, then the County shaJl notify Vendor in writing that the County has issued its
UAcceptanc;e'� of such Deliverable. If. during such period, such Deliverable contains material errors or defects or
does not. conform to such Acceptance Criteria in all material respects, or any required Services have not been
compJeted, the County shall deliver to Vendor a written report describing the defic.iencies, or the portions of such ·
Deliverable that it is not willing to accept, in reasonable detail. Vendor shall correct any such deficiencies, or
attempt to resolve such disagreement, within the number of calendar days set forth in the applicable Statement of
Work or Acceptance Test Procedures (or, if not so specified, for fourteen (14) consecutive calendar days) after
receiving any such report and shall notify the County ip. writing when such corrections or resolutions are completed.
The County may then re-test Ihe Deliverable (or consider the contents of the revised Deliverable, as the c�se may

COVNTY OF MARIN I DELOITTE CONSULTING LLP 1M PLEMENTATION S ERVJCES ACREEMENT

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be) for the number of additional consecutive calendar days set forth in the applicable Statement of Work or
Acceptance Test Procedures (or, if not so specified, for seven (7) consecutive calendar days), at the end of which
period the deterroinatio� notification, and correction process descn'bed above in tbis Section shaH be repeated. If
the.County fails to either notify Vendor in writing of the County�s Acceptance of such DeHverablet or deliver such a
written report of deficiencies to Vendor. within the time provided.above in which the County is to respond, then the
Sounty shall be deemed to have issued its Acceptance of such DeliverabJe upon expiration of such time period.

13.4 Testing Procedures and Criteria

Unless otherwise specifically provided in the Acceptance Test Procedures, the testing for each
Software Component shall include: (i) confirming that any configuration and tuning of the 'System for which a Party
is responsib1e (which, for Vendor, shall mean any configuration and tIming of the Sy�tem identified as a Vendor
responsibility in a Statement of Work or Project Plan) has been done in an appropriate manner to ·meet the
requirements of this Agreement, with each' Party promptly raking, and using commercially reasonable efforts to
cauSe third parties under its direc\ion or control to promptly take, reasonable and appropriate correc�ive action
within the scope of slIch Party's obligations hereunder, if such is not the case; and (ii) reasonable and appropriat�
testing in each of the following regards: (a) unit testing (i.e., individual testing of each field, screen, screen related
action, and module or program); (b) system testing (i.e., testing of the applicable portion of the System, or the
System as a whole, and its integration and interfucing with the County's other applicable software and systems); and
(c) volumelstress testing (i.e., testing of the applicable portion of the System, or the System as a whole, under peak
conditions to measure response time and the System's reaction to load, including in comparison to the performance
criteria set forth in Schedule 13.4 atrached hereto). To the extent that any Deliverables have been approved by the
County fit any stage of Vendor's pexiormance hereunder, Vendor shall be entitled to rely on such approval for
purposes of aU subsequent stages of . Vendor's performance hereunder. Upon the County's approval of each
Deliverable, the Parties agree that in the event of a contradiction between the relevant Statement of Work and the
approved Deliverable, the contradiction shaH be resolved by the approved Deliverable controlling. Notwithstanding
the preceding provisions of this Section 13) any at time during a Release, the County may deliver to Vendor a
written statement that a Deliverable or Software Component approved or witb respect to which the County issued its
Acceptance previously within the Release does npt perfonn in all material respects in accordance with the
Acceptance Criteria for such Deliverable or Software Component (which written statement shall contain a
reasonably detailed statement of the Deliverable's or Software Componenf's deficiencies)� pr�vided that: (i) the
deficiencies were not .discovered, and could not,· throuih the exercise of reasonable diligence by the County. have
been discovered, prior to the Acceptance of such Deliverable or Software Component; and (ii) the deficiencies are
reported in writing by the County to Vendor promptly upon the County's discovery of such deficiencies and within
thirty (30) days after the time that the County, through the exercise of reasonable diligence, should have discovered
such deficiencies. Upon receipt of any such statement) Vendor shall promptly correct such deficiencies in such .
Deliverable or Software Component.

13.5 Delays in Acblev;ng Acceptance

If tbe cumulative extent of delays caused by the failure of Vendor, its personnel or its
subcontractors to comply with its obligations herein with respect to any given Release of the Project exceeds) in
aggregate, one hundred eighty ( 1 80) calendar days (i.e" if such failures, in and of themselves, , and without
considering the extent of failures and delays caused by other than Vendor� its personnel or its subcontractors, have,
in aggregate, delayed Post-live Acceptance of such Release in excess of such specified number of days), then, in
addition to any other rights and remedies available to the County hereunder, at law, or in equity. the County shall
have the right to terminate this Agreement pursuant to Section 1 1.2.1 hereof.

14. INSURANCE

14.1 General Requirements

Without limiting Vendor's undertaking to defend, indemnity, and hold harmless the County's
Indemnitees. as provided in Section 10 hereof� Vendor shaH purchase and maintain insurance to protect Vendor
from claims of the type set forth below that arise out of or result fro"P1- Vendor's operations, services, or performance
under this Agreement and for which Vendor may be liable, whether such operations. services, or performance are

COUNTY OF MARIN I DEL OI TTE CONSULTING LLP lMPLEMENTATION SERVICES AGREEMENT

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provided by Vendor, by any of Vendor's agents, consultants, suppliers, or 'subcontractors, or by anyone directly
employed by any of them, or by anyone else for whose acts Vendor maybe liable.

14.2 Coverages

The insurance required hereunder shall be: (1) maintained by Vendor at aU times during the Term
and (if and for so long as such coverage is available at commercially reasonable rates, as determined by Vendor) for
at least two (2) years after the last date all which Vendor provides Services pursuant to this Agreement (except that,
with regard to the Professional Liability Insurance coverage descn"bed in clause (e), below, if such coverage is
provided on a claims-made basis, as described below, and if, at any time prior to the expiration of such two (2) year
period" as is described above� such coverage is cancelled, or not renewed, and not replaced with another claims-made
policy fonn meeting the requirements set forth below in such clause and having a retroactive date prior to the
Effective Date, Vendor shall purchase and maintain, throughout such two (2) year period as is described above,
"extended ' reportingH coverage. jf commercially available, in such amount as is indicated in clause (e)); and
(ii) written for not Jess than the limits of coverage specified herein or as otherwise required by law in any
jurisdiction with authority Dve,r Vendor"s operations, services, or performance, whichever is greater. Coverage shall
be written on an occurrence basis, (except for Professional Liability Insurance, which may be written on a c1aims­
made basis), and shall include at least the following:

(a) Worker's Compensation Insurance affording compensation benefits for all of

Vendor"s employees in an amount sufficient by virtue of the laws of the jurisdiction in which the work Of any
portion of the work IS perfonned and Employers' Liability Insurance with limits of at least One Million Dollars
($1 ,000,000) for each accident or disease;

(b) Commercial General Liability Insurance with a combined single limit of at least
One Million Dollars ($1 ,000,000) per occurrence for personal injury, bodily injury (including wrongful death), and
property damage liability inclusive of coverage for all premises and operations, broad fonn property damage,
independent-contractors, contractual liabiHty, and productlcompleted operations coverage;

(c) Automobile Liability Insurance with combined single limit of at least One
Million Dollars ($1,000,000) per occurrence for injuries; including accidental death and property damage;

(d) Umbrella or Excess Liability Insurance, with limits of not less than Five Million
Dollars ($5,000,000) per occurrence, that provides additional coverage and combined higher limits for employers'
liability, general liability, and automobile liability insurance;

(e) . Professional Lia1;>ility Insurance, covering errors and omissions, with limits of
not less than Five Million Dollars ($5,000,000) per claim;

(f) Commercial Crime Insurance, or Fidelity Bond coverage, with limits of not less
tban One Million Dollars ($1 ,000,000) per claim or occurrence; and

(g) All Risk Insurance covering loss or destruction of, or damage to, any item of
Vendor's property that is in transit, or in the care, custody, or control of the County, as well as any item of the
County's property that is in transit, or in the care, custody, or control of Vendor, in the amount of the full
replacement value thereof .and providing protection against all perils normally covered in an Hall risk" physical
damage insurance policy.

Whenever insurance policies are renewed or replaced, Vendor shaH cause the policy
retroactive (if applicable) date to coincide with, or precede, the Effective Date of this Agreement.

143 Other Insurance Requirements

Vendor shaH abide by and comply with the foHowing tenns for all insurance coverage
required by this Section 14:

(a) Vendor shaH provide insurance coverage by insurance companies having policy
holder ratings no lower than "A-" and financial ratings not lower than "VIII" in the Best's Insurance Guide, latest

COUNTY OF MARIN J DELCITTE CONSULTING LLP IMPLEMENTATION SERVICES AGREtMENT

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edition in effect as of the Effective Date. Such insurance shaH be written with insurers licensed to do business in the
State of California;

(b) Vendor shall verify that all of Vendor's agents, consultants, suppliers, and
subcontractors are inStire.d against claims a�sing out of or relating to their perfonnance ill connection with this
Agreement;

(c) The insurance policies described in Section l 4.2(b), (c), and (d) sball each
include the County as an additional insured on a primary basis with respect to liability arising out o·f or in any way
c0Dl/-ected with Vendor's perfonnance under this Agreement;

(d) Vendor hereby waives and sball cause its insurers to waive their rights of
subrogation against the County and all of its subsidiaries, Affiliates, directors, officers, and employees under the
insurance policies described in clauses (a), (b), (c), (d), and (I) of Section 14.2;

(e) , The insurance policy requirements set forth in this Section 14 shall be subject to
the laws of the United States and the State of California. In the case of Services performed outside the United
States, and wbenever required by applicable law, the required iusurance must be placed with a company admitted to
do business in that country, except that the Vendor may use non-admitted policies, if permissible within the country
in which Services are being performed, where the same are necessary and appropriate under the circumstances;

(I) The insurance coverages descnbed in this Section 14 shall be primary to and'
non-contributory with respect to any other insurance or self-insurance that may be maintained by the County, and
shall contain a cross-liability or severability-of-interest clause, where applicable. The fact that Vendor has obtained
the insurance required by" this Section 1 4 shall in no manner lessen nor affect Vendor's other obligations or
liabilities set forth in this Agreement. Within thirty (30) days after the Effective Date, and from time to time during
the Tenn, at the County's reasonable request (but not more frequently than armually), Vendor shall supply the
County with certificates of insurance required by this Section 14 and any endorsements thereto� as well as
" documents evidencing thaJ the respective insurers will endeavor to provide not less than thirty (30) days' written
notice to the County prior to any cancellation or non-renewal of any such insurance policies and that the waivers of
su�rogation herein required are in force; and

(g) Any self-insurance, self-retained layer, deductibles, and exclusions in coverage

in the insurance polices required by this Section -]4 shall be assumed by, for the account of. and at the sole risk of,
Vendor. In no event shall Vendor's liability be limited or expanded to the extent of the minimum limits of insurance
required abQve.

15_ RECORDKEEPING AND AUDIT RIGHTS

15.1 Recordkeeping

Vendor shall maintain reasonably complete and accurate records and books of account with
respect to its charges for Fees and expenses under this Agreement utilizing appropriate accounting principles,
consistently applied, and complying in all material respects with all applicable laws. Such records and books of
account shall be maintained by Vendor at an appropriate principal business office and the County, upon thirty (30)
days prior written notice, may examine and make extracts of infonnation to the extent necessary for the County to "
verifY the accuracy of Vendor's invoices, at any reasonable time during normal business hours.

15_2 Retention I Inspections

Vendor shall retain for a period of three (3) years after the end of the Tenn, or such longer period
as may be required by applicable law or regulation, such records and information as are sufficient to verifY amounts
invoiced under this Agreement. The County, or, subject to the execution of appropriate confidentiality agreem"ents "
in favor of Vendor, the third-party auditors designated by the County, shall be granted access to the aforesaid
"records for the sole purpose of verifying or inspecting the accuracy of Vendor's invoicing. An such inspections
shall be conducted during business hours, with reasonable advance notice (which shall not be less than thirty (30)
days) and, notwithstanding anything to the contrary elsewhere in this Agreement, shall not include access to

COUNIT Of MARIN I DELOITTE CONSULTiNG LLP IMPLEMENTATION SERVICES AGREEMENT

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proprietary or Confidential Information except to the extept necessary to confirm the accuracy ofVendor's invoices.
Nevertheless, subject to such 1imitations, during such hours and with such advance notice, Vendor shall grant the
County and its representatives access to the Vendor Personnel inv01ved in preparing or approving Vendor1s invoices
and to the relevant portion of Vendor�s books, records, documents, data, or information, as they relate to amounts
invoiced, invoices submitted, or as such access to personnel, books, records, documents, data or information may be
required in order for the County to ascertain any facts relative to the accuracy of Vendor's invoicing hereunder,
including facts with regard to verification of all Fees (and all components and calculations thereof). In the event of
an overcharge (net of any undercharges) to the County with respect to the Fees or other charges hereunder, then

Vendor shall promptly refund such overcharge. If there is an undercharge (net of any overcharges) , Vendor ' shall
invoice for such undercharge, subject to the other provisions of this Agreement.

16. DISPUTE RESOLUTION

16.1 Dispute

If, during the Term, any issue, dispute, or controversy (a "Dispute") arises hereunder, then the
designated representatives of Vendor and the County (Vendor's Project Director and the County's Project Director,
unless otherwise designated) shall promptly confer and exert commercially reasonable efforts to attempt to reach a
reasonable and equitable resolution of such"Dispute. If such representatives fail to resolve such Dispute within five
(5) business days after such Dispute arises, the Dispute shall be referred promptly to the responsible semor
management of each Party. If such Dispute is not resolved within five (5) business days after such referral to senior
management, Vendor shall promptly make an appropriate member of its senior executive team available on-site at
the location designated by the County, and the Parties shall exert all commercially reasonable efforts to resolve such
Dispute in good faith during such meeting. Except as expressly provided in Section 1 6.2, neither Party shall seek
any means of resolving any Dispute arising in connection with this Agreement other than as described in this
Section 1 6 before the end of the fifth (5"') business day after the date that such Dispute was referred to the
responsible senior management of each ""Party. Each Party shall have the right to include or involve in any
discussions between or among the Parties' responsible senior management regarding such Dispute any third party
having an interest in such Dispute. If the Parties' r:esponsi;ble senior management representatives fail to resolve a
Dispute in accordance with the foregoing procedp:re within the period of time specified above, either Party may� at
any time after the expiration of such time period, pursue any rights or remedies available' hereunder, at law, or in
equity. Nevertheless, if mutually agreed upon in writing by the Parties with respect to any given Dispute from time
to time, the Parties may choose to pursue any available fonn of alternative dispute resolution (such as, for example.
mediation or arbitration. whether binding or non-binding) with respect to such Dispute.

16.2 Exceptions

Neither Party shall be obligated to comply with the procedures set fortb in the foregoing
provisions of this Section 1 6 with regard to breaches, or alleged breaches, of Section 7 or of Section 8, with regard
to any other brea�h, alleged breach, or violation as to which injunctive or other equitable relief is sought, with regard
to any third-party claims, or with regard to disputed matters for which less than thirty (30) days remain before the
period provided by the applicable statute of limitations governing the claim or cause of action underlying the
disputed matter shall expire.

16.3 Remedies

The procedures described and remedies provided in this Section 16 shall not be deemed to limit
either Party's rights under Section I I or Section 12" Each Party acknowledges that any breach of such Party's
obligations under Section 7 or Section 8 may cause immediate and irreparable injury to the other Party that cannot
be adequately compensated for in damages, and that, in the event of any such breach, and in addition to a1l other
remedies available to it, the other Party shall be entitled to seek injunctive or other equitable relief from any court of
competent jurisdiction. without bond or other security�

16.4 Termination or Suspension of Services

During the pendency of any internal escalation conducted or he1d in accordance with this Section
16, both Parties shall continue to perform their respective obligations under this Agreement. With respect to a

COUNTY OF MARIN / DELOITTE CONSULTING LLP IMPLEMENTATION SERVICES AGREEMENT

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dispute involving non-payment that remains unresolved for thirty (30) days after first being addressed by the-Parties'
respective Project Directors pursuant t6 Section 16.1, without limiting its other rights or remedies, Venaor shall have
the right t6 halt, suspend, or terminate ihe Services upon twenty (20) business days' advance written notice to the
County.

17. - MISCELLANEOUS

17.1 Assignment

Except as noted in this Section 17.1 below� neither this Agreement, nor any interest herein, nor
any of the rights, duties, and obligations of a Party hereunder, may be directly or indirectly assigned, sold, delegated,
or otherwise disposed of by the other Party, in whole or in part, without the prior written consent of the non·
assigning Party, which consent may not be unreasonably withheld. Notwithstanding the foregoing, either Party may
assign this Agr';"ment, without the consent of the oilier Party, to an entity that has acquired all or substantially all of
the assigning Party's assets as a successor to the assigning Party's business.

17.2 Counterparts

This Agreement may be executed in duplicate counterparts. Each such counterpart, if executed by
both Parties, shall be an original and all such counterparts together shall constitute but one and the same document.
This ,Agreement shall not be deemed executed unless and until at least one counterpart bears the signature of each
Party's designated signatory.

173 Coul1ty Action

With respect to use of the defined term the "County" in any provision of this Agreement or of any
Statement of Work incorporated herein, except as expressly otherwise provided in this Agreement (inc1udjng as
provided in Section 4.4.4 with regard to approval of Change Orders or other amendments to this Agreement on
behalf of the County by the County Auditor), only in the event and to the extent that the duly authorized, formal and
official action of the Board is required by applicable law, regu1ations, policies, or procedures, or otherwise sought by
the County Representatives (as defined below), acting in their respective, appropriate, and authorized capacities, to
effectuate the intent of any such provision, shall such formal and official action of the Board be deemed to be
required hereunder.· In aU other instances, \¥lth respect to use of the defined term the "County" in any provision of
this Agreement or of any Statement of Work incorporated herein, the intent of such provision shall be deemed
capable of being effectuated by the County Representatives. As used herein,' the «County Representativesn means
the appropriate, authorized directors, administrators, officerS, attorneys, employees, agents, representatives, and
elected and appointed officials of the County, acting in their respective, appropriate, and authorized capacities for
and on behalfofthe County.

17.4 Limitation on Actions

No action, regardless of form, arising under or relating to this Agreement, may be brought by
either Party more than three (3) years after the cause of action has accrued, in accordance with. applicable law,
except that an action fOf non-payment of any invoice may be brought by a Party not later than three (3) years
following the date of the last payment due such Party on any invoice hereunder.

17:5 Governing Law

The construction, formation, and interpretation of this Agreement, and all performance hereunder,
shall be governed by and construed in accordance with the laws of the State of California, as if the execution hereof
and all acts or omissions related hereto occurred in such State and without regard to any conflicts of laws provisions.
The exclusive forum ano venue for aU actions or proceedings arising out of, or related to, this Agreement shaH be in
either a state court located in the County of Marin, California or a federal court located in the Northern District of
California. as applicable, and each Party hereby expressly consents to the jurisdiction of such courts over theJ1?<selves
and the subject matter of any such actions or proceedings. This Agreement win not be governed or interpreted in
any way by referring to any law based on the Uniform Computer Information Transactions Act (UCITA), even if
any such Jaw is at any time adopted or'enacted in California.

COUNTY OF MARIN I DELOITfE CONSULTlNG LLP, IMPLEMENTATION SERVICES AGREEMENT

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 17.6 Governmental Immunity

Notwithstanding anything to the contrary set forth elsewhere in this Agreement, the County has
not, and in no event shaH be construed to have} waived any rights or defenses of governm ental immunity that it may
�
have with respect to any matt.ers arising out of this Agreement or pe onnance hereunder.

17.7 Independent Contractor

Each Party is and intends to be an independent contractor with respect to the other Party and all
perfonnance hereunder. No employee, agent, or other representative of either Party shall at any time be deemed to
be under the control or authority of the other Party or under the joint control ofboth Parties. As between the Parties,
Vendor shall be fully responsible and liable for all applicable worker's compensation premiums-and liability, and all
federal. state, and local withholding taxes or charges, with respect to it and its subcontractors, and their respective
employees, and Vendor agrees to save the County harmless from and against any claims brought against the County
in respect thereto_ By executing this Agreement, 'Vendor acknowledges and agrees that it and,its subcontractors, and
their respective employees, shaH not be considered as having an employee status with the County or as being
entitled to participate in any of the County's employee benefit programs, including workers compensation and
disability insurance, group health and dental insurance, unemployment insurance, retirement plans, and other
benefits or plans. Neither Party shall act as an agent of the other Party in connection with this Agreement, nor sball
either Party be authorized or entitled to enter into any agreements, or incur any obligations or liability, on behalf of
the other P¥ty. No form ofjoint employer, joint venture, partnership, or similar relationship between the Parties is
intended or hereby created. As an independent contractor, Vendor shall be solely responsible for: (a) determining
the means and methods for perfonning the professional and technical Services described with respect to it herein;
and (b) any persons employed by Vendor or its subcontractors and engaged in the perfonnance of the specified
work, including responsibility for all applicable employee-related tax, salary, and benefit programs, and Vendor
agrees to indemnifY and save the County harmless from 'and against any and all liabiJity, claims, penalties, costs, and
taxes related thereto. Any indemnification hereunder shall be governed by the procedures set forth in Section 1004.

17.8 Inclusive Reference

As used herein, the word "including" herein shaH be interpreted as meaning "'including, but not
limited to," and the word "include" shall be interpreted as meaning "include, but are not limited to."

17.9 Integration and Amendment

This Agreement, including the Schedules and Exhibits attached hereto and any Statements of
Work executed in accordance herewith (each of which Schedules, Exhibits, and Statements of Work is incorporated
herein by this reference), contains the complete agreement between the Parties with respect to the subject matter
hereof. All other previous and collateral agreements (including letters of intent or purchase orders prepared by
Vendor or the County), representations, warranties, promises, and conditions relating to the subject matter of this
Agreement are superseded by this Agreement. AIly understanding, promise, representation, warranty, or condition
not incorporated into this Agreement shall not be binding on either Party. This Agreement may only be modified,
amended, or otherwise altered by a written agreement signed by an authorized representative of Vendor and
approved with aU requisite authority by, and signed by an authorized representative of, the County, consistently with
the requirements of Section 4.4'.4. As used herein, this Agreement consists of the Terms and Conditions, all
Schedules and Exhibits attached hereto, any Statements of Work executed in accordance herewith, and all Change
Orders executed hereunder, together with any appendices or exhibits expressly referenced herein or therein.

17.10 Neither Party Considered Drafter

Despite the possibility that one Party may have prepared the initial draft of this Agreement or
played the greater role in the physical preparation of subsequent drafts, the Parties agree that neither of them shall be
deemed the drafter of this Agreement and that, in construing this Agreement in case of any claim that any provision
hereof may be ambiguous, no such provision shall be construed in favor of one Party solely on the ground that such
provision was drafted by the other. Rather, this Agreement shall be construed as if both Parties jointly participated
in preparing an of its provisions.

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 17.11 Nondiscrimination

The following provisions in this Section 17- 1 I shall apply to Vendor's performance under this
Agreement During the Term, Vendor shall not unlawfully discriminate against, harass,. or allow harassment of any
employee or applicant for employment because of sex, sexual orientation, race, color, ancestry, religious creed,
natitmal origin, disability (including HIV and AlDS), medical condition (including cancer), age, or marital status or
by deni.al of family care leave. Vendor shall ensure that the evaluation and treatment of its employees and
applicants for employment are free from any such discrimination and harassment. Vendor shall comply with the
provisions of the Fair Employment and Housing Act (Govenunent Code section 1 2990 et seq.) and the applicable .
regulations promulgated thereunder (California Code of Regulations, Title 2, section 7285.0 et seq.). Vendor shall
comply in all respects with the applicable regulations of the Fair Employment and Housing Commission
implementing Government Code section 12990 (a)-(f) set forth in Chapter 5 of Division 4 of Tille 2 of the California
Code of Regulations, which are incorporated into this Agreement by reference, and with all other applicable federal,
state, and local laws, statutes, regu1ations, rules, orders, ordinances, and the ]ike. including those concerning any
form of discrimination or harassment. Vendor shall give written notice of its obligations under this Section to labor
organizations with which it has a c<?llective bargaining agreement, if any. In addition, Vendor shan . include
nondiscrimination and legal compliance provisiuns equivalent to those set forth in Section in an subcontracts entered
into by Vendor with third parties in counection witl, this Agreement, and Vendor shall cause each of its
subc,ontractors to comply in a11 respects with the same duties and obligations as apply to Vyndor pursuant to this
Section.

17.12 Non Excl usive Remedies

-

Unless expressly provided otherwise in this Agreement, no remedy set forth in this Agreement is
intended to be, nor shall be, exclusive of, or mutually exclusive with regard to, any other, remedy, and each such
remedy shall be in addition to every other remedy given hereunder, or now or hereafter existing or available at law,
in equity, by statute, or otherwise, individually or in any combination thereof.

17.13 Non-Solicit.liou

During the period beginning with Effective Date and ending twelve (12) months after any
termination or expiration of the Tenn, each of Vendor and County agrees that its personnel (in their capacity as
such) who had direct and substantive contact iIi the course of perfonning or receiving Services hereunder with such
personnel of the other shall not, directly or -indirectly, except with the express prior written consent of the other
Party, offer employment to, solicit for employment, hire, or employ or retain the services of such personnel of the
other Party. In the event of a breach of this Section, at the request of the non-breaching Party, the breaching Party
shall promptly pay the non-breaching Party liquidated damages equal to' thirty percent (30%) of the amount of the
annual base compensation that the breaching Party offers or pays, as applicable, to each of such personnel of the
other Party_ Although such p.yment shall be the aggrieved Party's exclusive means of monetary recovery from the
breaching Party for breach of this provision, the aggrieved Party shall be entitled to seek injunctive or other
equitable relief. Notwithstanding the foregoing provisions of this' Section, each Party acknowledges and agrees that
this Agreement will not prohibit �olicitations through general advertising or other publications of general circulation
by either P.rty and the employing, hiring, or engaging of any individuals as a result thereof.

17.14 Waiver of Jury Trial

a) THE PARTIES HEREBY IRREVOCABLY WAlVE, TO THE FULLEST EXTENT

PERMITTED BY LAW, ALL RIGHTS TO A TRlAL BY JURY, IN ANY ACTION, PROCEEDING OR
COUNTERCLAlM INVOLVING DISPUTES OF FACT OR LAW RELATING TO THIS ENGAGEMENT
(EACH A "FORMAL DISPUTE"). FURTHER, THE PARTIES HEREBY AGREE TO SUBMIT ANY AND ALL
FORMAL DISPUTES TO A TRlAL BY GENERAL REFERENCE PURSUANT TO CALIFORNIA CODE OF
CIVIL PROCEDURE ("CCCP") SECTION 638(A).

b) The Parties agree that a former judicial officer of the State of California shall serve as the
referee pursuant to the provisions of CCCP Section 640 and California Rule of Court 244 . 1 . If the parties are unable
to agree on a referee within thirty (30) days of the filing of a Formal Dispute, each party shall submit to the Superior
Court in which such Fonnal Dispute is pending up to three nominees for appointment as a referee, and the Court

COUNTY OF MARIN I DELOIITE CONSULTING LLP . IMPLEMENTATION SERVICES AGREEMENT

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shall make the- appointment from the nominees in accordance with CCCP Section 640 and subject to CCCP Section
64 1 . The parties shall equally pay in advance the estimated reasonable fees and costs of the referee as may be
specified by the referee. The referee shall issue a written statement of decision that shall be repo-rted to the Superior
Court in accordance with CCCP Section 643 and mailed promptly to the parties.

c) The provisions of this Section 1 7.4 shall be specifically enforceable by the parties.

17.15 Notices

All notices, consents,-and approvals given by a Party under tJ,is Agreement shall be in writing and
shall be delivered in person, or by first class or express mail, overnight carrier, or receipted facsimile, addressed as
follows:

If to the County:

Ernest Culver
Assistant Auditor-Controller
Marin County Auditor-Controller's Office
Room 225
Marin County Civic Center
3501 Civic Center Drive
San Rafael, CA 94903
Fax: (41 5)499-3785

With a copy to:

County Administrator's Office

Room 325
Marin County Civic Center
3501 Civic Center Drive
San Rafael, CA 94903
Fax: (41 5)507-4 104

Ifto Vendor:

Mark Seidenfeld, Director

Deloitte Consulting LLP
9 50 Tower Lane
Suite 1500
Foster City, CA 94404
Fax: (925) 365-2668

With a copy to:

Deloitte & Touche USA LLP

1633 Broadway
New York, New York 10019-6754
Attn: Office of General Counsel

Either Party may designate a different or additional address or addressee for the purposes of this
Section by providing the other Party with notice in accordance· with this Section. Notice given in accordance with
this Section shall be deemed given when received, in the case of personal delivery or delivery by mail or overnight
carrier, or when sent, in the case of transmission by receipted facsimile, jf such facsimile is followed by a printed
copy sent by overnight carrier within one ( I ) day after the sending of the facsimile.

COUNTI OF MARIN I DELOllTE CONSULTJNG LLP IMPLEMENTATION SERVICES AGREEMENT

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 17.16 No Waiver

Waiver by a" Party of any tem or conilition'of this Agreement, or of any breach or default by the
other Party hereunder, shall be effective only if made in writing and signed by an authorized representative of the
p
Party waiving compliance herewith. Any such waiver'so signed shall be effective only in the s ecific instance, and
for the specific purpose, stated in such writing, and no waiver shall be d�emed a waiver of any other terIn, condition,
breach, ot default, irrespective of whether similar to that waived. No failure to exercise, and no delay in exercising,
on the part of either Party, any right, power, ,or privilege hereunder shaH constitute a waiver thereof, nor will either
Party's exercise of any right, power, or privilege hereunder preclude further exercise of the same right, power, or
privilege, or the exercise of any other right, power, or privilege, hereunder.

17.17 Order of Precedence

, In the event of any conflict or inconsistency of terms among the various documents that, at any
given time, constitute this Agreement, the order of precedence that sball apply is as follows, with each listed
document or type of document superseding and prevailing over any subsequently listed document or type of
document, and with later-executed documents prevailing over earlier documents of the same type, each solely to the
extent of any irreconcilable conflict or inconsistency of the terms and conditions thereof: (i) Change Orders
executed in accordance' with Section 4.4. 1 ; (ii) the Terms and Conditions; (iii) any Statements of Work; and (iv)
any Schedules and Exhibits to this Agreement other than those that constitute the initial Statement ofWork.

17.1& Publicity

Each Party shaH submit to the other all advertising., written promotional materials, press releases,
and other publicity matters relating to this Agreement, or the execution hereof, that mention o� contain the other
Party"s name or mark, or that contain language from which said name or mark may be inferred or implied, and
neither Party shall publish or disc10se any such advertising, promotional materials, press releases, or publicity
matters without the prior written approval of the other Party. Nevertheless, a Party may disclose the other Party's
name and the fact of the existence of this Agreement whenever required by applicable laws or regulations and
Vendor may reference the name of the County as a part of its general c1ient Jist without the need to first obtain the
County's prior written approvaL

17.19 Severability

If any provision of this Agreement is determined to be invalid or unenforceable, that provision

shall be deemed stricken herefrom and the remainder of this Agreement shall continue in full force and effect insofar
as it remains a workable instrUment to accomplish the in�ent "and purposes of the Parties, as evidenced herein. In
such an event, the Parties shaH promptly replace the severed p�ovision with the provision that will come closest to
reflecting the intention of the Parties underlying the severed provision, but that is valid, legal, and enforceable.

17.20 Survival

Any provisions of this Agreement that impose continuing obligations upon a Party or, by their
nature or tenns, would be reasonably understood to have been intended to survive and continue in force and effect
after expiration or tennination of this Agreement, shall remain in force and effect after such expiration or
termination for so long as intended, including the provisions of Sections 6.4 6.6, 7, 8, 9.12; 10, 1 1 .3, 12, 14, 15, 16,
and 1 7 ,

17.21 Third-Party Beneficiaries

This Agreement is an agreement between the Parties, and neither: (i) confers any rights upon any
of either Party's respective employees, agents, or contractors, or upon any other person or entity not a Party hereto;
or (ii) precludes any actions 9r claims against, or rights of recovery from, any person or entity not a Party hereto.

[SIGNA TURE PAGE FOLLOWS-j

COUNlY OF MARIN I DEL01TTE CONSULTING LLP IMPLEMENTATION SERVICES AGREEMENT

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 SIGNATIJRES

IN WITNESS WHEREOF, each of the Parties has caused this Agreement to be duly executed as of the Effective
Date by its authorized officer or representative whose signature appears below.

Federal Tax ID #:
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___

By:

Name:

Title: President, Board of Supervisors

Date: Jb.-?iof

Approved as to form:

By:

Name:'
;21;:IK�/4
PATRlCK K . FAULKNER! COUNTY COUNSEL
. Title: 7
County C unse y
Date:
�/;rtLOJ�

COUNTY OF MARIN I DELOITIE CONSULTING LLP iMPLEMENTATION SERVICES AGREEMENT

- 41 -
 .SCHEDULE 1.1

SPECIAL DISTRICTS

{A TTACH LIST OF THE COUNTY'S SPECIAL DISTRICTS]

COUNTY OF MARIN I DELOITTE CONSULTING LLP IMPLEMENTATION SERVICES AGREEMENT

- 4Z -
 SCHEDULE 1.1 • SPECIAL DISTRICTS

PW ' SOT
PW c01
PW C06
AD ' C13
AD C11
'AD :C19
AD C19
'AD · C27
AD C28
AD . C31
PK C33
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: 242 ."k . C1'4 - - .
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243 PI< C16
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244 'PK :C17

245 PK C18
246 PK C:W --"--" '-'-<'-- -" - --...- ..------ i�-·-·--··
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253 ,�� . :�gC
254 pk 'HLs
257 PW C29
260 AD . SOL
261 AD ' MeR
AD fDZ
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AD . PED
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 SCHEDULE 1.1 • SPECIAL DISTRICTS

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SD 71 1
:SO' 'MSQ "
. 'SO ' SAQ
SD LAF .
SD sivlK
SO ' MCO
:SD TVC
SD fMD
SO : SOF
'SD KTF
' SO KRV
440 �;D N8 1
'422 'SO :'MYVD
sti M1i'D
509 SD siv1S
545 SD STR'
. . 515 SO SUD
525 sO INv
526 SD NMW
542 SD SBW
· 841 SD 'IM T�:��-;;; � ;;e,,¥Y� ��·&'i.� :fi���Ji:�·
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443 SD SU' : �,Ie_�p'y" M2!.I.'?� F.i.�e, f'ro.t�.�tio.r ..D!s��L'?� . ..
445 SO 'SRV ��s� y�lle:y P a��_I!l�.� ic�"� SleeRY Ht;l1l9'Y
SD STF 'Stinson Beach Fire P roection . District
SD SMF
SO . TBF
'SO RVS
: s o 'cIV1S
SO ;TEis
SD NVS
SO ALM
SD :ALS
'So HVs
,SD LGV _.j-. . 1 T- :'--1 -"
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SO �LS . . . ,. ,.,'.. , ' '' ' " .

. . .. .. . .
CFC " First 5 Marin Children and Families Commission
, . . .. ,

SO .
. $�' RBS . i �9fi�i�s!i�:ij§i}j�r;��iY O:i�iiict '" ... .' " ' . , ,
: San Rafael Sanitation District
. S D ' SRS
SD . ' M'RC 9 1 8 ;Miiriii CouiiiY.Res(j�rc,,-'coiiserva\ion Dist,lct