Transcription
REVISED AND RESTATED MAINTENANCE AND OPERATIONS AGREEMENTBETWEENCALSAWS ConsortiumANDDXC MS LLC2923905.1
TABLE OF CONTENTSPage1.DEFINITIONS.22.TERM. .93.FINANCIAL MATTERS. .93.1Charges .93.2Maximum Amount .93.3Taxes .93.4Contractor Expenses .93.5Invoices .93.6Overpayments to Contractor .103.7Credits .103.8No Increases .113.9Funding. .113.10 Advance Payments Prohibited .123.11 No Additional Consideration .124.PROJECT MANAGEMENT. .124.1Overall Responsibility .124.2Reports and Meetings .124.3Contractor Project Manager. .124.4Contractor Staff. .134.5The Counties’ Executive Director .134.6Reference and Background Checks .134.7Records Retention and Access Requirements.144.8Accounting Requirements .144.9Supplemental Contracts .154.10 Inspections .155.SERVICES AND RESOURCES. .155.1Performance .155.2Necessary Resources .155.3Ownership .155.4Use of Property .155.5Damage to Property .155.6Notice of Damage .155.7Surrender of Property.155.8The Counties’ Property .166.EQUIPMENT. .166.1Contractor Equipment .166.2The Counties’ Equipment .166.3Equipment and Third-Party Software Ordering and Delivery .166.4Loss or Damage. .166.5Installation and Set-up. .172923905.1
6.66.76.86.96.106.116.126.13Connections to Equipment .17Site and System Access. .17Protection From Damage .18Notice of Damage .18Additions .18Changes or Cancellations .18Codes.18Operations Documentation .187.NETWORK.187.1General .197.2Network Impact of Office Relocations .198.FACILITIES. .198.1Central Site Facilities .198.2Development Environment Facilities .198.3Office Facilities.198.4Facilities Costs .198.5Facilities Furnishings .198.6Contractor Liaison .199.ACCEPTANCE PROCESS FOR DELIVERABLES AND SERVICES. .209.1General. .209.2Deliverables Acceptance Process. .209.3Release Effective Date .229.4Deleted by Agreement of the Parties. .229.5Interpretation of Deliverables .229.6Knowledge Transfer.2210.LICENSES. .2210.1 Pre-existing Software, Other Contractor Technology, And Third-PartySoftware Licenses .2210.2 Source Code .2310.3 Term .2310.4 Title .2310.5 Documentation .2310.6 Copies .2310.7 Restrictions .2410.8 Replacements .2410.9 Third-Party Software Licenses .2410.10 Versions .2410.11 State and Federal Governments .2411.THE COUNTIES' OWNERSHIP RIGHTS. .2411.1 Software and Modifications .2411.2 Transfer of Ownership by Contractor .2511.3 Data .2512.WARRANTIES. .2512.1 Deliverables. .252923905.1
vices. .25Equipment .26Intellectual Property Rights .26Network.26Legal and Regulatory Compliance.26No Unauthorized Code. .27Authorization .27Ability to Perform .28Compatibility .28Service Level Agreements .28Disclaimers .2813.SEPARATE SERVICES AND PRODUCTS. .2813.1 County Requests .2813.2 Notice to the Counties of System Software Changes .2913.3 Standards .2914.CHANGES. .2914.1 Changing Government Programs. .2914.2 Issuance of Change Requests .3014.3 Contractor Response to Change Request .3014.4 Agreement on Change Request .3014.5 Disagreement. .3114.6 Termination .3114.7 Contractor Submission of Change Request .3114.8 Change Requests Due to Statutory or Regulatory Changes.3115.ADDITIONAL RIGHTS AND REMEDIES.3215.1 Withholding Invoicing and/or Payments .3215.2 Reductions in Payments Due .3215.3 Cover .3215.4 Liquidated Damages. .3315.5 Suspension for Convenience .3415.7 Correction or Removal.3415.8 Letter of Credit .3415.9 Guaranty .3516.INSURANCE. .3516.1 Liability and Auto Insurance .3516.2 Workers’ Compensation Coverage .3516.3 Subcontractors.3616.4 Premiums .3616.5 Cancellation .3616.6 Insurance Documents .3616.7 Increased Coverage .3616.8 Cross-Liability .3617.CONFIDENTIAL INFORMATION. .3617.1 Protection Obligations. .362923905.1
17.217.317.417.517.617.717.817.917.10Audit .37Return .37Injunctive Relief.37Exceptions .38Public Records .38Compliance With State Requirements. .38Written Staff Agreements .38Subpoena .39Survival .3918.DISPUTE RESOLUTION. .3918.1 Good Faith Efforts .3918.2 Continued Performance .3919.ADDITIONAL INDEMNIFICATIONS. .3919.1 Intellectual Property. .3919.2 General .4020.DAMAGES DISCLAIMERS AND LIMITATIONS.4020.1 The Counties’ Disclaimer of Damages .4020.2 The Counties’ Limitation of Liability .4020.3 Contractor’s Disclaimers of Damages .4120.4 Contractor’s Limitation of Liability.4120.5 Exceptions to Damages Limitations .4120.6 Liability Among Counties.4121.TERMINATION. .4121.1 Termination for Material Breach .4121.2 Termination for Rejection of Deliverables .4121.3 Termination for Convenience. .4221.4 Termination for Conflict of Interest .4321.5 Termination for Withdrawal of Authority .4321.6 Termination for Non-allocation of Funds .4321.7 Termination for Insolvency.4321.8 Termination Procedure.4422.GENERAL CONDITIONS. .4522.1 Americans With Disabilities Act .4522.2 Antitrust Violations.4522.3 Assignment .4622.4 Authority .4622.5 Binding Effect .4622.6 Business Registration .4622.7 Claims .4622.8 Compliance With Civil Rights Laws. .4622.9 Compliance with Health and Safety and Related Laws .4622.10 Conflicts Between Documents; Order of Precedence .4722.11 Cooperation of Parties.4722.12 Copeland Anti-kickback Act.472923905.1
22.3322.3422.3522.3622.3722.3822.3922.40Exhibit A Exhibit B Exhibit C Exhibit D Exhibit E Exhibit F Exhibit G Exhibit H Exhibit I Exhibit J Exhibit K -2923905.1Covenant Against Contingent Fees.47Debarment and Suspension .47Domestic Partners .48Drug Free Workplace Certification. .48Entire Agreement; Acknowledgement of Understanding .50Environmental Protection Standards.50Fair Labor Standards .51Force Majeure .52Governing Law .52Headings .52Independent Status of Contractor.52Licensing Standards .52Litigation .53Modifications and Amendments. .54Nondiscrimination.54Nonwaiver. .55Notices. .55Pro Children Act of 1994 .56Publicity .56Recycling .56Remedies .56Severability .56Sovereign Immunity.56State Energy Conservation Plan.56Subcontractors.56Subpoena .57Survival .57Waiver .57Financial MattersEquipment and SoftwareService Level Agreements and Liquidated DamagesDeleted by Agreement of the PartiesHewlett-Packard Company Pre-Existing Software AgreementStatement of WorkRevisions to the ResponseLetter of CreditGuarantyStatement of Work CalHEERS InterfaceStatement of Work Contact CalWIN
MAINTENANCE AND OPERATIONS AGREEMENTThis Maintenance and Operations Agreement (the “Agreement”) was entered into as of the 31st day ofJanuary 2015 (the “Agreement Effective Date”), by and between the CalSAWS Consortium of Alameda, ContraCosta, Fresno, Orange, Placer, Sacramento, San Diego, San Francisco, San Luis Obispo, San Mateo, SantaBarbara, Santa Clara, Santa Cruz, Solano, Sonoma, Tulare, Ventura, and Yolo (the "Counties") and DXCTechnology Services LLC, a Delaware limited liability company (“Contractor,” as described further below).The parties referred to below shall be the Contractor and collectively the WCDS Consortium Counties.This Revised and Restated Maintenance and Operations Agreement (the "Agreement"), entered into on, 2020, updates and replaces the former Maintenance and Operations Agreement entered into as ofFebruary 1, 2015. This Agreement is by and between the CalSAWS Consortium, successor in interest to theWCDS Consortium Counties of Alameda, Contra Costa, Fresno, Orange, Placer, Sacramento, San Diego, SanFrancisco, San Luis Obispo, San Mateo, Santa Barbara, Santa Clara, Santa Cruz, Solano, Sonoma, Tulare,Ventura, and Yolo (the "Counties") and DXC MS LLC, successor in interest to DXC Technology ServicesLLC, a Delaware limited liability company DXC MS LLC shall be referred to below as “Contractor.” Theother party to this Agreement is the CalSAWS Consortium.RECITALSThe Counties use several computer systems to support their eligibility and benefits determinations, clientcorrespondence, management reports, interfaces and case management for public assistance programs;These systems are currently being operated and maintained by Contractor;The Counties issued a Request for Proposal (the “RFP”), which was dated March 1, 2013 and which, asamended by its Addenda and CalSAWS CalWIN M&O Procurement Vendor Questions and Answers, isincorporated into this Agreement by this reference, to find a vendor to operate and maintain these systems;Contractor submitted a proposal in response to the RFP, which was dated July 31, 2013, which includesExhibit G to the extent it revises such response and the BAFO and which is incorporated into this Agreement bythis reference (the "Response");The Counties evaluated all proposals submitted and identified Contractor as the apparently successfulcontractor;Contractor desires to enter into an agreement with the Counties to provide the Counties withDeliverables and Services (as these terms are defined further below); andThe Counties and Contractor have agreed that the terms and conditions of this Agreement shall governContractor’s furnishing Deliverables and Services; andThe parties agree they will perform their respective obligations as described below in this Agreement;andA-12923905.1
As of April 1, 2017 HP Enterprise Services simultaneously became Enterprise Services LLC (“ES”) andmerged with Computer Sciences Corporation (“CSC”) to form DXC Technology, a new parent company to ESand CSC. Subsequently, as of January 1, 2018 ES has assigned its obligations under the Agreement to DXCTechnology Services LLC (“DXC”), a wholly-owned subsidiary of DXC Technology, and as such, anyreferences to HP Enterprise Services in this document shall be deemed to mean DXC; andOn June 28, 2019, the WCDS Consortium Counties joined CalSAWS Consortium, a joint powersauthority formed to develop and implement a state-wide computer system to support public assistanceprograms. Subsequently, CalSAWS assumed responsibility for contracting for the maintenance and operationsof legacy computer systems as the Counties transition to the state-wide system, and as such, any references tothe WCDS Consortium in this document shall be deemed to mean the CalSAWS Consortium; andThe purpose of this revision and restatement includes updating party names to reflect the parties boundunder this Agreement; andThe purpose of this revision and restatement also includes moving certain Premise and County Directfunds from the base term period into the extended term period without changing the overall net cost; andThe purpose of this revision and restatement also includes making other necessary administrativechanges to the Agreement; andBy execution of this Agreement, the Counties amend the Maximum Amount for the initial five year term(base period) as described in Exhibit A, Financial Matters; andBy execution of this Agreement, the Counties exercise their right to renew the term of this Agreementfor the three year renewal period as described in Article 2 to begin February 1, 2020 and to amend theMaximum Amount as described in Exhibit A, Financial Matters.Therefore, in consideration of the foregoing Recitals and the mutual promises and covenants as set forthbelow, the parties agree as follows:1.Definitions. The following terms as used throughout this Agreement shall have the meanings as set forth below.1.1 “Acceptance”: A Notice or other form (i.e., in writing or through the ProjectManagement Tool) provided by the Counties to Contractor to indicate that a Deliverable has conformed to itsapplicable Acceptance Criteria in accordance with the processes described in Section 9.2.1.2“Acceptance Criteria”: The extract or subset of Specifications against which eachDeliverable shall be evaluated in accordance with Section 9.2 and which are described for Deliverables inDEDs, Change Requests and other Deliverables.1.3“Acceptance Tests”: The tests or reviews that are performed by the Co
Ventura, and Yolo (the "Counties") and DXC MS LLC, successor in interest to DXC Technology Services LLC, a Delaware limited liability company DXC MS LLC shall be referred to below as "Contractor." The other party to this Agreement is the CalSAWS Consortium. RECITALS
