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Aris - Consulting Agreement ( King County Metro )
EXHIBIT 10.43
CONTRACT BN40790
for Implementation of Oracle Software Accounts Receivable and Order Entry Modules between THE KING COUNTY DEPARTMENT OF METROPOLITAN SERVICES and ARIS CORPORATION
Contract Date: To be effective date of accepting signature
This Contract is between the King County Department of Metropolitan Services (Metro), a home rule charter county of the State of Washington, and Applied Relational Information Systems (ARIS) Corporation (Contractor), a Washington State Corporation.
The parties hereby agree to the following terms and conditions effective on the date of acceptance.
ARIS CORPORATION
CONTRACT BN40790
TABLE OF CONTENTS
1. INTRODUCTION 1
1.1. Purpose of Contract 1
1.2. Price 1
1.3. Conflicts of Interest - Former Employees 1
1.4. Utilization of Minority and Women Businesses 2
2. CONTRACT EXECUTION AND ADMINISTRATION 4
2.1. Contract Term 4
2.2. Contract Award 4
2.3. Contract Value
2.4. Official Notification Address 4
3. GENERAL TERMS AND CONDITIONS 6
3.1. Definition of Words and Terms 6
3 2. Administration 9
3.3. Contract Documents and Precedence 9
3.4. Change Orders 9
3.5. Termination for Convenience/Cause 10
3.5.1. Termination for Convenience 10
3.5.2. Termination for Default 10
3.6. Force Majeure 11
3.7. Payment 11
3.8. Payment Procedures 12
3.9. Additional Work 12
3.10. Work and Materials Omitted 12
3.11. Technical Services 13
3.12. Other Direct Costs 13
3.13. Charges to Contractor 14
3.14. Washington State Sales Tax 14
3.15. Taxes, Licenses, and Certificate Requirements 14
3.16. Warranty Error! Bookmark not defined.
3.17. No Waiver of Warranties and Contract Rights 15
3.18. Assignment 15
3.19. Indemnification 15
3.20. Applicable Law and Forum 15
3.21. Price Warranty 16
3.22. Equal Employment Opportunity Requirements 15
3.23. Conflicts of Interest and Noncompetitive Practices 16
3.23.1. Conflict of Interest 16
3.23.2. Contingent Fees and Gratuities 16
3.24. Disputes, Claims and Appeals 17
3.25. Patents and Royalties 18
3.26. Retention of Records and Audit Access 18
3.26.1. Proof of Compliance with contract 18
3.26.2. Retention of Records 18
3.26.3. Audit Access 19
4. INSURANCE REQUIREMENTS 20
4.1. Evidences and Cancellation of Insurance 20
4.2. Insurance Requirements 20
4.3. Worker's Compensation 22
5. IMPLEMENTATION PROCEDURES 23
5.0. Installation of Test Software 23
5.0.1. Installation of Demo database 23
5.0.2 Installation of Development database 23
5.1. Implementation Procedures 23
5.1.1. 23
5.1.2. 23
5.1.3. Conversion of data 23
5.1.4. Modifications/Interfaces 24
5.1.5. Training 25
5.2. Production Installation 25
5.3. System Acceptance 25
ATTACHMENTS
A. Technical Services Rate Schedule B. Sworn Statement Regarding Equal Employment Opportunity C. Sworn Statement Regarding Minority and Women Business Enterprise Commitment D. Former Metro or Municipality Employee Disclosure Form E. Accounts Receivable - Order Entry Implementation Project Plan F. Agreement 1. Introduction
1.1. Purpose of Contract
This contract is intended to provide the King County Department of Metropolitan Services (hereinafter "King County") with the installation, implementation, training and support from ARIS Corp.(hereinafter "Contractor") necessary for implementation of Oracle Accounts Receivable and Order Entry (AR/OE) modules for the Finance Department to provide business support for the following Metro activities:
General Accounts Receivable
Capacity Charge Accounts Receivable
Warranty Accounts Receivable
Transit Pass Sales
The type of business support required by each of these activities is further described in the accompanying document "Metro Accounts Receivable/Order Entry Alternatives Analysis Final Project Report". Preliminary investigation indicates that this support will also require use of the already-installed Inventory and Purchasing applications.
The Consultant is expected to provide Oracle system expertise, Accounts Receivable, Order Entry, Inventory and Purchasing system expertise.
1.2. Price
Attachment A - "Technical Services Rate Schedule" includes the pricing for the services and products required to implement the Oracle AR/OK Modules. King County is exempt from Federal Excise taxes. Washington State sales tax shall be paid by King County and is not included in the prices.
1.3. Conflicts of Interest - Current or Former Employees
The county seeks to eliminate and avoid actual or perceived conflicts of interest and unethical conduct by current and former County employees in transactions with the County. Consistent with this policy, no current or former County employee may contract with, influence, advocate, advise, or consult with a third party about a County transaction, or assist with the preparation of bids submitted to the County while employed by the County or within one year after leaving the County's employment, if he/she was substantially involved in determining the work to be done or process to be followed while a County employee.
All contractors, proposers, venders, consultants or contractors who anticipate contracting with the County must identify at the time of offer, such current or former County employees involved in preparation of
bids/proposals or the anticipated performance of the work or services if awarded the contract. This information should be included in Attachment D - "Current or Former County Employee Disclosure Form". Failure to identify former County employees involved in this transaction may result in the County's denying or terminating this contract. In addition, after award, the contractor is responsible for notifying the County's project manager of current or former County employees who may become involved in the contract any time during the term of the contract. This paragraph is applicable to former Municipality of Metropolitan Seattle ("Metro") employees.
1.4. Minority and Women Business Enterprise (M/WBE) Requirements 1
As set forth in King County Ordinance 11032, it is the County's policy that minority and women business enterprises (M/WBEs) shall have the maximum practicable opportunity to participate in the performance of contracts for the County. In this regard, the contractor shall take all necessary and reasonable steps to ensure that M/WBEs have the maximum opportunity to participate in the performance of subcontracts and agreements hereunder. The contractor shall not discriminate or tolerate harassment or abuse on the basis of creed, race, religion, color, sex, sexual orientation, age, national origins or the presence of any sensory, mental or physical disability in the award and performance of such contracts and subcontracts.
An M/WBE is any firm certified as such at the date and time of bid by the Washington State Office of Minority and Women's Business Enterprise (OMWBE).
The County recognizes there may be few contracting opportunities for M/WBEs involved in performance under this Contract and therefore has not established M/WBE participation goals. If the contractor subcontracts any work under a contract awarded pursuant to this Contract, the contractor shall make affirmative efforts to solicit and use M/WBEs.
Affirmative efforts shall include, at a minimum, that the contractor take the following steps prior to entering into any subcontracts:
A. Contact the County's Minority/Women Business Enterprise Office to explain the work to be subcontracted and to obtain a listing of M/WBEs which may be interested in performing such subcontract work;
B. Solicit bids from such M/WBEs; and
C. Award subcontracts to such M/WBEs which provide reasonable bids.
The contractor shall complete and submit as part of its bid the Sworn Statement Regarding Minority and Women Business Enterprise Commitment set forth in Attachment C. Failure to complete and submit such sworn statement shall render the bid non-responsive.
Failure to comply with the M/WBE requirements will be grounds for contract termination. If the contractor subcontracts work hereunder and fails to comply with the M/WBE participation requirements set forth