social services agency - acgov.org business machines corp. (ibm) (principal: virginia rometty, ceo;...

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AGENDA _____ February 28, 2012 Alameda County Social Services Thomas L. Berkley Square U Agency 2000 San Pablo Avenue, Fourth Floor Oakland. California 94612 510-271-9100 I Fax: 510-271-9108 Lori Jones [email protected] Agency Director http://alamedasocialservices,org January 10, 2012 Honorable Board of Supervisors Administration Building Oakland, CA 94612 Dear Board Members: Subject: Approval and Authorization of a New Standard Services Agreement with IBM to Purchase Online Certified Technical and Educational Services RECOMMENDATION: It is recommended that your Board: Approve and authorize a new standard services agreement, Procurement #7234, with International Business Machines Corp. (IBM) (Principal: Virginia Rometty, CEO; Location: Atlanta, GA), for the period of March 1,2012 - March 31, 2013 for a total award of $149,940 for online certified IBM technical and educational services for the Social Services Agency (SSA). SUMMARY/DISCUSSION: This letter requests action by your Board to approve and authorize a new standard services agreement with IBM for the purchase of online certified IBM training courses needed for continued maintenance and support of the Social Services Integrated Reporting System (SSIRS). Training will support SSA's efforts to: administer the SSIRS databases, build links between existing Alameda County data systems, administer and effectively use report writing software, and administer key operating systems. Formal training in these areas is needed for SSA staff to successfully and independently manage the on-going operation and support of SSIRS.

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AGENDA _____ February 28 2012

bull Alameda County

~ Social Services Thomas L Berkley Square U Agency 2000 San Pablo Avenue Fourth Floor Oakland California 94612 510-271-9100 I Fax 510-271-9108

Lori Jones ssadirectoracgovorg Agency Director httpalamedasocialservicesorg

January 10 2012

Honorable Board of Supervisors Administration Building Oakland CA 94612

Dear Board Members

Subject Approval and Authorization of a New Standard Services Agreement with IBM to Purchase Online Certified Technical and Educational Services

RECOMMENDATION

It is recommended that your Board

bull Approve and authorize a new standard services agreement Procurement 7234 with International Business Machines Corp (IBM) (Principal Virginia Rometty CEO Location Atlanta GA) for the period of March 12012 - March 31 2013 for a total award of $149940 for online certified IBM technical and educational services for the Social Services Agency (SSA)

SUMMARY DISCUSSION

This letter requests action by your Board to approve and authorize a new standard services agreement with IBM for the purchase of online certified IBM training courses needed for continued maintenance and support of the Social Services Integrated Reporting System (SSIRS) Training will support SSAs efforts to administer the SSIRS databases build links between existing Alameda County data systems administer and effectively use report writing software and administer key operating systems Formal training in these areas is needed for SSA staff to successfully and independently manage the on-going operation and support of SSIRS

Honorable Board Members - 2 - January 102012

SELECTION CRITERIAIPROCESS

SSA is recommending your Boards approval and authorization ofthis new agreement with IBM as it has been determined that only IBM has the title to and instructional resources for training materials necessary to meet Agency needs Additionally GSAPurchasing has reviewed and approved SSA s Departmental Justification to Request Approval for an Exception to the Competitive Requirement and has published its finding on December 5 20II International Business Machines Corp (IBM) is the only vendor capable to provide an online account to be used for IBM private courses at SSA on IBM business intelligence data warehouse reporting classes IBM will add the SSA content customized to the training environment using Cognos Framework Manager Furthermore the Advance Notice of Sole Source Procurement was posted on the County website for I 0 business days No response was received Therefore competitive quotations are not possible and the request is recommended for your Boards approval

SSA has been granted a Federal Grants Funds SLEB Waiver F308A - dated January 32012

FINANCING

Financing for this contract is included in the approved SSA budget for FY 2011-2012 There are no additional net County costs

Sincerely

Lori Jones Agency Director

Attachment Five (5) sets of standard agreement documents for Board President signature

c Auditor-Controller County Administrator County Counsel

VIBoardLettersI2012102_28j2jBM_EducationCredits (Rev 22 12) doc

Contract No _______

COUNTY OF ALAMEDA STANDARD SERVICES AGREEMENT

This Agreement dated as of March 12012 is by and between the Coooty of Alameda hereinafter referred to as the Coooty and hltemational Business Machines Corporation (IBM) hereinafter referred to as the Contractor

WITNESSETH

Whereas Coooty desires to obtain ffiM Training and to purchase IBM Education Pack shyonline accooot services which are more fully described in Exhibit A hereto (IBM Education Pack Services) and

Whereas Contractor is professionally qualified to provide such services and is willing to provide same to Coooty and

Now therefore it is agreed that Coooty does hereby retain Contractor to provide IBM Education Pack Services and Contractor accepts such engagement on the General Terms and Conditions hereinafter specified in this Agreement the Additional Provisions attached hereto and the following described exhibits all of which are incorporated into this Agreement by this reference

Exhibit A Definition of Services Appendix A ffiM Education Pack Terms amp Conditions Exhibit B Payment Terms ExhibitC Insurance Requirements Exhibit D Debarment and Suspension Certification Exhibit E Contract Compliance Reporting Requirements Not Applicable

The term of this Agreement shall be from 312012 through 33113

The compensation payable to Contractor hereooder shall not exceed (one hundredfortyshynine thousand nine hundredforty dollars and zero cents) ($14994000) for the term of this Agreement

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IN WITNESS WHEREOF the parties hereto have executed this Agreement as of the day and year first above written

COUNTY OF ALAMEDA

By____________ Signature

Name (Printed)

Title President of the Board of Supervisors

Approved as to F onn

By ~ (tv ~ County Counsel Signature

INTERNATIONAL BUSINESS MACHINES CORPORATION

BY~~ Signature

Name VbI~ In0j (Printed)

Titlelc()(cJ i=(OJt G--e(

By signing above signatory warrants and represents that heshe executed this Agreement in hislher authorized capacity and that by hislher signature on this Agreement heshe or the entity upon behalf of which heshe acted executed this Agreement

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GENERAL TERMS AND CONDITIONS

1 INDEPENDENT CONTRACTOR No relationship of employer and employee is created by this Agreement it being ooderstood and agreed that Contractor is an independent contractor Contractor is not the agent or employee of the Coooty in any capacity whatsoever and Coooty shall not be liable for any acts or omissions by Contractor nor for any obligations or liabilities incurred by Contractor

Contractor shall have no claim under this Agreement or otherwise for seniority vacation time vacation pay sick leave personal time off overtime health insurance medical care hospital care retirement benefits social security disability Workers Compensation or unemployment insurance benefits civil service protection or employee benefits of any kind

Contractor shall be solely liable for and obligated to pay directly all applicable payroll taxes (including federal and state income taxes) or contributions for unemployment insurance or old age pensions or annuities which are imposed by any governmental entity in connection with the labor used or which are measured by wages salaries or other remuneration paid to its officers agents or employees and agrees to inde1ll11ifY and hold County harmless from any and all liability which County may incur because ofContractors failure to pay such amounts

hl carrying out the work contemplated herein Contractor shall comply with all applicable federal and state workers compensation and liability laws and regulations with respect to the officers agents andor employees conducting and participating in the work and agrees that such officers agents andor employees will be considered as independent contractors and shall not be treated or considered in any way as officers agents andor employees of County

Contractor does by this Agreement agree to perform hislher said work and functions at all times in strict accordance with currently approved methods and practices in hislher field and that the sole interest of County is to insure that said service shall be performed and rendered in a competent efficient timely and satisfactory manner and in accordance with the standards required by the Comlty agency concerned

Notwithstanding the foregoing if the ComIty determines that pursuant to state and federal law Contractor is an employee for purposes of income tax withholding Comlty may upon two weeks notice to Contractor withhold from payments to Contractor hereooder federal and state income taxes and pay said sums to the federal and state governments

2 INDEMNIFICATION To the fullest extent permitted by law Contractor shall hold harmless defend and indemnify the County ofAlameda its Board of

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Supervisors employees and agents from and against any and all claims losses damages liabilities and expenses including but not limited to attorneys fees arising out of or resulting from the performance of services wIder this Agreement provided that any such claim loss damage liability or expense is attributable to bodily injury sickness disease death or to injury to or destruction ofproperty including the loss therefrom or to any violation of federal state or mWIicipallaw or regulation which arises out of or is any way cOlmected with the performance of this agreement (collectively Liabilities) except where such Liabilities are caused solely by the negligence or willful misconduct of any indemnitee The County may participate in the defense of any such claim without relieving Contractor of any obligation hereunder

hI the event that Contractor or any employee agent or subcontractor ofContractor providing services under this Agreement is determined by a court ofcompetent jurisdiction or the Alameda County Employees Retirement Association (ACERA) or California Public Employees Retirement System (PERS) to be eligible for enrollment in ACERA and PERS as an employee ofCounty Contractor shall indemnity defend and hold harmless County for the payment of any employee andor employer contributions for ACERA and PERS benefits on behalf of Contractor or its employees agents or subcontractors as well as for the payment ofany penalties and interest on such contributions which would otherwise be the responsibility of County

3 INSURANCE AND BOND Contractor shall at all times during the term of the Agreement with the County maintain in force those insurance policies and bonds as designated in the attached Exhibit C and will comply with all those requirements as stated therein

4 PREVAILING WAGES Pursuant to Labor Code SectiollS 1770 et seq Contractor shall pay to persollS performing labor in and about Work provided for in Contract not less than the general prevailing rate ofper diem wages for work ofa similar character in the locality in which the Work is performed and not less than the general prevailing rate ofper diem wages for legal holiday and overtime work in said locality which per diem wages shall not be less than the stipulated rates contained in a schedule thereof which has been ascertained and determined by the Director of the State Department ofIndustrial RelatiollS to be the general prevailing rate ofper diem wages for each craft or type ofworkman or mechanic needed to execute this contract

5 WORKERS COMPENSATION Contractor shall provide Workers Compensation insurance as applicable at Contractors own cost and expense and further neither the Contractor nor its carrier shall be entitled to recover from County any costs settlements or expenses of Workers Compensation claims arising out of this Agreement

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6 CONFORMITY WITH LAW AND SAFETY

a In perfonning services under this Agreement Contractor shall observe and comply with all applicable laws ordinauces codes and regulations of governmental agencies including federal state municipal aud local governing bodies having jurisdiction over the scope of services including all applicable provisions of the California Occupational Safety aud Health Act Contractor shall indemnifY aud hold County harmless from auy aud all liability fines penalties and consequences from any of Contractors failures to comply with such laws ordinauces codes and regulations

b Accidents Ifa death serious personal injury or substantial property damage occurs in connection with Contractors performauce of this Agreement Contractor shall immediately notify the Alameda County Risk Mauagers Office by telephone Contractor shall promptly submit to County a written report in such form as may be required by COWIty of all accidents which occur in connection with this Agreement This report must include the following information (1) name aud address of the injured or deceased person(s) (2) name aud address of Contractors sub-Contractor if auy (3) name aud address of Contractors liability insurauce carrier aud (4) a detailed description of the accident aud whether auy of Countys equipment tools material or staff were involved

c Contractor further agrees to take all reasonable steps to preserve all physical evidence and information which may be relevant to the circumstauces surrounding a potential claim while maintaining public safety aud to graut to the County the opportunity to review aud inspect such evidence including the scene of the accident

7 DEBARMENT AND SUSPENSION CERTIFICATION (Applicable to all agreements funded in part or whole with federal funds and contracts over $25000)

a By signing this agreement aud Exhibit D Debarment and Suspension Certification ContractorGrantee agrees to comply with applicable federal suspension aud debannent regulations including but not limited to 7 Code of Federal Regulations (CFR) 301635 28 CFR 663529 CFR 973534 CFR 803545 CFR 9235 aud Executive Order 12549_

b By signing this agreement Contractor certifies to the best of its knowledge aud belief that it aud its principals

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(1) Are not presently debarreeL suspended proposed for debannent declared ineligible or voluntary excluded by any federal department or agency

(2) Shall not knowingly enter into any covered transaction with a person who is proposed for debannent under federal regulations debarreeL suspendeeL declared ineligible or voluntarily excluded from participation in such transaction

8 PAYMENT For services performed in accordance with this Agreement payment shall be made to Contractor as provided ill Exhibit B hereto

9 TRA VEL EXPENSES Contractor shall not be allowed or paid travel expenses unless set forth in this Agreement

10 TAXES Payment of all applicable federal state and local taxes shall be the sole responsibility of the Contractor

11 OWNERSHIP OF DOCUMENTS Contractor hereby assigns to the County and its assignees all copyright and other use rights in any and all proposals plans specification designs drawings sketches renderings models reports and related documents (including computerized or electronic copies) respecting in any way the subject matter of this Agreement whether prepared by the County the Contractor the Contractors sub-Contractors or third parties at the request of the Contractor (collectively Documents and Materials) This explicitly includes the electronic copies of all above stated documentation

Contractor also hereby assigns to the County and its assignees all copyright and other use rights in any Documents and Materials including electronic copies stored in Contractors Information System respecting in any way the subject matter of this Agreement

Contractor shall be permitted to retain copies including reproducible copies and computerized copies of said Documents and Materials Contractor agrees to take such further steps as may be reasonably requested by County to implement the aforesaid assignment Iffor any reason said assignment is not effective Contractor hereby grants the County and any assignee of the County an express royalty - free license to retain and use said Documents and Materials The COWltyS rights Wider this paragraph shall apply regardless of the degree of completion of the Documents and Materials and whether or not Contractors services as set forth in Exhibit A of this Agreement have been fully performed or paid for

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In Contractors contracts with other Contractors Contractor shall expressly obligate its Sub-Contractors to grant the County the aforesaid assignment and license rights as to that Contractors Documents and Materials Contractor agrees to defend indemnifY and hold the County hannless from any damage caused by a failure of the Contractor to obtain such rights from its Contractors andor SubshyContractors

Contractor shall pay all royalties and license fees which may be due for any patented or copyrighted materials methods or systems selected by the Contractor and incorporated into the work as set forth in Exhibit bullbullA and shall defend indemnifY and hold the County hannless from any claims for infringement of patent or copyright arising out of such selection The Countys rights under this Paragraph II shall not extend to any computer software used to create such Documents and Materials

12 CONFLICT OF INTEREST CONFIDENTIALITY The Contractor covenants that it presently has no interest and shall not have any interest direct or indirect which would conflict in any manner with the performance of services required under this Agreement Without limitation Contractor represents to and agrees with the County that Contractor has no present and will have no future conflict of interest between providing the County services hereunder and any other person or entity (including but not limited to any federal or state wildlife environmental or regulatory agency) which has any interest adverse or potentially adverse to the County as determined in the reasonable judgment of the Board of Supervisors of the County

The Contractor agrees that any information whether proprietary or not made known to or discovered by it during the performance ofor in connection with this Agreement for the County will be kept confidential and not be disclosed to any other person The Contractor agrees to immediately notifY the County by notices provided in accordance with Paragraph 13 of this Agreement if it is requested to disclose any information made known to or discovered by it during the perfOlmance of or in connection with this Agreement These conflict of interest and future service provisions and limitations shall remain fully effective five (5) years after termination of services to the County hereunder

13 NOTICES Alll1otices requests demands or other communications under this Agreement shall be in writing Notices shall be given for all purposes as follows

Personal delivery When personally delivered to the recipient notices are effective on delivery

First Class Mail When mailed first class to the last address of the recipient known to the party giving notice notice is effective three (3) mail delivery days

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after deposit in a United States Postal Service office or mailbox Certified Mail When mailed certified mail return receipt requested notice is effective on receipt if delivery is confirmed by a retun receipt

Overnight Delivery When delivered by overnight delivery (Federal ExpressAirbomelUnited Parcel ServicelDHL WorldWide Express) with charges prepaid or charged to the senders account notice is effective on delivery if delivery is colrlinned by the delivery service Telex or facsimile transmission When sent by telex or facsimile to the last telex or facsimile number of the recipient known to the party giving notice notice is effective on receipt provided that (a) a duplicate copy ofthe notice is promptly given by first-class or certified mail or by overnight delivery or (b) the receiving party delivers a written confirmation of receipt Any notice given by telex or facsimile shall be deemed received on the next business day if it is received after 500 pm (recipients time) or on a non-business day

Addresses for purpose of giving notice are as follows

To County COUNTY OF ALAMEDA Alameda County Social Services Agency 2000 San Pablo Ave 4th floor Oakland CA 94612 Attn Don Edwards (Assistant Agency Director)

To Contractor hlternational Business Machines (IBM) 256 Bomlie Sue Drive Villa Rica GA 30180 Attn Philip Davis (Education Account Executive Business Analytics)

Any correctly addressed notice that is refused wIclaimed or undeliverable because of an act or omission of the party to be notified shall be deemed effective as of the first date that said notice was refused unclaimed or deemed undeliverable by the postal authorities messenger or overnight delivery service

Any party may change its address or telex or facsimile number by giving the other party notice of the change in any manner permitted by this Agreement

14 USE OF COUNTY PROPERTY Contractor shall not use COWIty property (including equipment instruments and supplies) or persollnel for any purpose other than in the performance ofhislher obligations WIder this Agreement

15 EQUAL EMPLOYMENT OPPORTUNITY PRACTICES PROVISIONS Contractor assures that helshelit will comply with Title VII of the Civil Rights Act

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of 1964 and that no person shaJL on the grounds ofrace creed color disability sex sexual orientation national origin age religion Vietnam era Veterans status political affiliation or any other non-merit factor be excluded from participation in be denied the benefits of or be otherwise subjected to discrimination wlder this Agreement

a Contractor shall in all solicitations or advertisements for applicants for employment placed as a result of this Agreement state that it is an Equal Opportunity Employer or that all qualified applicants will receive consideration for employment without regard to their race creed color disability sex sexual orientation national origin age religion Vietnam era Veterans status political affiliation or any other non-merit factor

b Contractor shall if requested to so do by the County certify that it has not in the performance of this Agreement discriminated against applicants or employees because of their race creed color disability sex sexual orientation national origin age religion Vietnam era Veterans status political affHiation or any other non-merit factor

c If requested to do so by the COWlty Contractor shall provide the COWlty with access to copies of all of its records pertaining or relating to its employment practices except to the extent such records or portions of such records are confidential or privileged wlder state or federal law

d Contractor shall recruit vigorously and encourage minority - and womenshyowned businesses to bid its subcontracts

e Nothing contained in this Agreement shall be construed in any manner so as to require or permit allY act which is prohibited by law

f The Contractor shall include the provisions set forth ill paragraphs A through E (above) in each of its subcontracts

16 DRUG-FREE WORKPLACE Contractor and Contractors employees shall comply with the Countys policy ofmaintaining a drug-free workplace Neither Contractor nor Contractors employees shall unlawfully manufacture distribute dispense possess or use controlled substances as defined in 21 US Code sect 812 including but not limited to marijuana heroin cocaine and amphetamines at any County facility or work site If Contractor or any employee of Contractor is convicted or pleads nolo contendere to a criminal drug statute violation occurring at a COWlty facility or work site the Contractor within five days thereafter shall notifY the head of the County departmentagency for which the contract services are performed Violation of this provision shall constitute a material breach of this Agreement

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17 AUDITS ACCESS TO RECORDS The Contractor shall make available to the County its authorized agents officers or employees for examination any and all ledgers books of accounts invoices vouchers cancelled checks and other records or documents evidencing or relating to the expenditures and disbursements charged to the County and shall furnish to the County its authorized agents officers or employees such other evidence or information as the County may require with regard to any such expenditure or disbursement charged by the Contractor

The Contractor shall maintain full and adequate records in accordance with County requirements to show the actual costs incurred by the Contractor in the performance of this Agreement If such books and records are not kept and maintained by Contractor within the Cotmty ofAlameda California Contractor shall upon request of the County make such books and records available to the County for inspection at a location within County or Contractor shall pay to the County the reasonable and necessary costs incurred by the County in inspecting Contractors books and records including but not limited to travel lodging and subsistence costs Contractor shall provide such assistance as may be reasonably required in the course of such inspection The County further reserves the right to examine and reexamine said books records and data during the three (3) year period following termination of this Agreement or completion of all work herewlder as evidenced in writing by the County and the Contractor shall in no event dispose of destroy alter or mutilate said books records accounts and data in any manner whatsoever for three (3) years after the County makes the fmal or last payment or within three (3) years after any pending issues between the County and Contractor with respect to this Agreement are closed whichever is later

18 DOCUMENTS AND MATERIALS Contractor shall maintain and make available to County for its inspection and use during the term of this Agreement all Documents and Materials as defmed in Paragraph 11 of this Agreement Contractors obligations WIder the preceding sentence shall continue for three (3) years following termination or expiration of this Agreement or the completion of all work hereunder (as evidenced in writing by County) and Contractor shall in no event dispose of destroy alter or mutilate said Documents and Materials for three (3) years following the Countys last payment to Contractor under this Agreement

19 TIME OF ESSENCE Time is of the essence in respect to all provisions of this Agreement that specify a time for performance provided however that the foregoing shall not be construed to limit or deprive a party ofthe benefits of any grace or use period allowed in this Agreement

20 TERMINATION The County has and reserves the right to suspend terminate or abandon the execution of any work by the Contractor without cause at any time upon giving to the Contractor prior written notice In the event that the County

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should abandol terminate or suspend the Contractors work the Contractor shall be entitled to payment for services provided hereunder prior to the effective date of said suspensiol termination or abandonment Said payment shall be computed in accordance with Exhibit B hereto provided that the maximum amount payable to Contractor for its ffiM Education Pack Services shall not exceed $14994000 payment for services provided hereunder prior to the effective date of said suspensiol termination or abandonment

21 SMALL LOCAL AND EMERGING BUSINESS (SLEB) PARTICIPATION

Contractor has been approved by County to participate in contract without SLEB participation (Waiver F308A attached) As a result there is no requirement to subcontract with another business in order to satisfy the Countys Small and Emerging Locally owned Business provision

However if circumstances or the terms of the contract should change Contractor may be required to immediately comply with the Countys Small and Emerging Local Business provisions including but not limited to

a Contractor must be a certified small or emerging local business( es) or subcontract a minimum 20 with a certified small or emerging local business(es)

b SLEB subcontractor(s) is independently owned and operated (ie is not owned or operated in any way by Prime) nor do any employees of either entity work for the other

c Small andor Emerging Local Business participation and current SLEB certification status must be maintained for the term of the contract Contractor shall ensure that their own certification status andor that of participating subcontractors (as is applicable) are maintained in compliance with the SLEB Program

d Contractor shall not substitute or add any small andor emerging local business( s) listed in this agreement without prior written approval from the County Said requests to substitute or add a small andor emerging local business shall be submitted in writing to the County department contract representative identified under Item 13 above Contractor will not be able to substitute the subcontractor without prior written approval from the Alameda County Auditor Controller Agency Office of Contract Compliance (OCC)

e All SLEB participatiol except for SLEB prime contractor must be tracked and monitored utilizing the Elation compliance System

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COWIty will be WIder no obligation to pay contractor for the percent committed to a SLEB (whether SLEB is a prime or subcontractor) if the work is not performed by the listed small andor emerging local business

For further information regarding the Small Local Emerging Business participation requirements and utilization of the Alameda COWlty Contract Compliance System contact the COWIty Auditor- Controllers Office ofContract Compliance (OCC) located at 1221 Oak St Rm 249 Oakland CA 94612 at Tel (510) 891-5500 Fax (510) 272-6502 or via E-mail at ACSLEBcomplianceacgovorg

c

22 FIRST SOURCE PROGRAM For contracts over $100000 Contractor shall provide COWIty ten (10) working days to refer to Contractor potential candidates to be considered by Contractor to fill any new or vacant positions that are necessary to fulfill their contractual obligations to the COWIty that Contractor has available during the contract term before advertising to the general public

23 CHOICE OF LAW This Agreement shall be governed by the laws of the State of California

24 WAIVER No waiver of a breach failure of any condition or any right or remedy contained in or granted by the provisions of this Agreement shall be effective wuess it is in writing and signed by the party waiving the breach failure right or remedy No waiver of any breach failure right or remedy shall be deemed a waiver of any other breach failure right or remedy whether or not similar nor shall any waiver constitute a continuing waiver unless the writing so specifies

25 ENTIRE AGREEMENT This Agreement including all attachments exhibits and any other documents specifically incorporated into this Agreement shall constitute the entire agreement between COWIty and Contractor relating to the subject matter of this Agreement As used herein Agreement refers to and includes any documents incorporated herein by reference and any exhibits or attachments This Agreement supersedes and merges all previous WIderstandings and all other agreements written or oral between the parties and sets forth the entire WIderstanding of the parties regarding the subject matter thereof The Agreement may not be modified except by a written document signed by both parties

26 HEADINGS herein are for convenience of reference Oluy and shall in no way affect interpretation of the Agreement

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27 ADVERTISING OR PUBLICITY Contractor shall not use the name OfCOWIty its officers directors employees or agents in advertising or publicity releases or otherwise without securing the prior written consent of COWIty in each instance

28 MODIFICATION OF AGREEMENT This Agreement may be supplemented amended or modified only by the mutual agreement of the parties No supplement amendment or modification of this Agreement shall be binding wuess it is in writing and signed by authorized representatives of both parties

29 ASSURANCE OF PERFORMANCE If at any time County believes Contractor may not be adequately performing its obligations under this Agreement or that Contractor may fail to complete the Services as required by this Agreement COWIty may request from Contractor prompt written assurances of performance and a written plan acceptable to County to correct the observed deficiencies in Contractors performance Contractor shall provide such written assurances and written plan within ten (10) calendar days of its receipt of Countys request and shall thereafter diligently commence and fully perform such written plan Contractor acknowledges and agrees that any failure to provide such written assurances and written plan within the required time is a material breach under this Agreement

30 SUBCONTRACTINGASSIGNMENT Contractor shall not subcontract assign or delegate any portion of this Agreement or any duties or obligations hereunder without the Countys prior written approval

a Neither party shall on the basis ofthis Agreement contract on behalf ofor in the name of the other party Any agreement that violates this Section shall confer no rights on any party and shall be null and void

b Contractor shall use the subcontractors identified in Exhibit A and shall not substitute subcontractors without Countys prior written approval

c Contractor shall remain fully responsible for compliance by its subcontractors with all the terms ofthis Agreement regardless of the terms of any agreement between Contractor and its subcontractors

31 SURVIVAL The obligations of this Agreement which by their nature would continue beyond the termination on expiration of the Agreement including without limitation the obligations regarding Indemnification (Paragraph 2) Ownership of Documents (Paragraph 11) and Conflict of Interest (Paragraph 12) shall survive termination or expiration

32 SEVERABILITY If a court of competent jurisdiction holds any provision of this Agreement to be illegal unenforceable or invalid in whole or in part for any

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reason the validity and enforceability of the remaining provisions or portions of them will not be affecteltL unless an essential purpose ofthis Agreement would be defeated by the loss ofthe illegal mlenforceable or invalid provision

33 PATENT AND COPYRIGHT INDEMNITY Contractor represents that it knows ofno allegations claims or threatened claims that the materials services hardware or software (Contractor Products) provided to ComIty under this Agreement infringe any patent copyright or other proprietary right Contractor shall defenltL indemnify and hold harmless ComIty of from and against all losses claims damages liabilities costs expenses and amounts (collectively Losses) arising out of or in connection with an assertion that any Contractor Products or the use thereof infringe any patent copyright or other proprietary right of any third party ComIty will ( 1) notify Contractor promptly of such claim suit or assertion (2) permit Contractor to defend compromise or settle the claim anltL (3) provide on a reasonable basis information to enable Contractor to do so Contractor shall not agree without Countys prior written consent to any settlement which would require County to pay money or perform some affirmative act in order to continue using the Contractor Products

a If Contractor is obligated to defend County pursuant to this Section 33 and fails to do so after reasonable notice from County County may defend itself andor settle such proceeding and Contractor shall pay to ComIty any and all losses damages and expenses (including attorneys fees and costs) incurred in relationship with ComItys defense andor settlement of such proceeding

b hI the case of any such claim of infringement Contractor shall either at its option (1) procure for ComIty the right to continue using the Contractor Products or (2) replace or modify the Contractor Products so that that they become non-infringing but equivalent in functionality and performance

c Notwithstanding this Section 33 ComIty retains the right and ability to defend itself at its own expense against any claims that Contractor Products infringe any patent copyright or other intellectual property right

34 OTHER AGENCIES Other tax supported agencies within the State of California who have not contracted for their own requirements may desire to participate in this contract The Contractor is requested to service these agencies and will be given the opportunity to accept or reject the additional requirements If the Contractor elects to supply other agencies orders will be placed directly by the agency and payments made directly by the agency

35 EXTENSION This agreement may be extended for two additional one year terms by mutual agreement of the ComIty and the Contractor

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36 SIGNATORY By signing this agreement signatory warrants and represents that heshe executed this Agreement ill hislher authorized capacity and that by hislher signature on this Agreement heshe or the entity upon behalf of which heshe acted executed this Agreement

[END OF GENERAL TERMS AND CONDITIONS]

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ADDITIONAL PROVISIONS

1 Exhibit E COUNTY OF ALAMEDA CONTRACT COMPLIANCE REPORTING REQUIREMENTS - Not applicable Federal Grant Funds SLEB Waiver approved F308A (attached) Waiver of county competitive bidding requirement approved by GSA (Attached copy of the GSA memo dated on 125111)

2 The IBM Education Pack -online account Program is subject to the terms and conditions of the IBM Agreement for Courses and Education Materials which can be found by accessing the IBM Web site via ibmcomltraininglustermshtmL

3 US County Government Alameda County Social Services Agency Only For US County Government Alameda County Social Services Agency ordering from the IBM GSA IT Schedule Contract Number GS-35F-4984H The terms and conditions of the GSA IT Schedule Contract apply and may be viewed at wwwibmcomleasyaccessgsa

For US County Government Alameda County Social Services Agency placing orders other than via the GSA IT Schedule Contract Terms and conditions equivalent to those contained in IBMs current GSA IT Schedule Contract apply Terms of IBMs current GSA IT Schedule Contract prevail in the event of a conflict with the commercial terms

The following General Terms and Agreement shan be modified as follows

4 Section 1 is amended and restated in its entirety as follows

INDEPENDENT CONTRACTOR No relationship of employer and employee is created by this Agreement it being understood and agreed that Contractor is an independent contractor Contractor is not the agent or employee of the County in any capacity whatsoever and County shall not be liable for any acts or omissions by Contractor nor for any obligations or ~iabilities incurred by Contractor

Contractor shall have no claim under this Agreement or otherwise for seniority vacation time vacation pay sick leave personal time off overtime health insurance medical care hospital care retirement benefits social security disability Workers Compensation or unemployment insurance benefits civil service protection or employee benefits of any kind

Contractor shall be solely liable for and obligated to pay directly all applicable payroll taxes (including federal and state income taxes) or contributions for unemployment insurance or old age pensions or annuities which are imposed by any governmental entity in connection with the labor used or which are measured by wages salaries or other remuneration paid to its officers agents or employees

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In carrying out the work contemplated herein Contractor shall comply with all applicable federal and state workers compensation and liability laws and regulations with respect to the officers agents andor employees conducting and participating in the work and agrees that such officers agents andor employees will be considered as independent contractors and shall not be treated or considered in any way as officers agents andor employees of County

Contractor does by this Agreement agree to perfonn hislher said work and functions at all times in accordance with currently approved methods and practices in hislher field and that the sole interest of County is to insure that said service shall be perfonned and rendered in accordance with the Agreement

Notwithstanding the foregoing if the County detennines that pursuant to state and federal law Contractor is an employee for purposes of income tax withholding County may upon two weeks notice to Contractor withhold from payments to Contractor hereunder federal and state income taxes and pay said sums to the federal and state governments

5 Section 2 is amended and restated in its entirety as follows

INDEfYINIFICATION Contractor shall hold hannless and indemnifY the County of Alameda by defending the County of Alameda its Board of Supervisors employees and agents from and against any and all third party claims for damages on account of bodily injury (including death) or damage to real property or tangible personal property for which Contractor is legally liable to that third party and pay all costs damages and attorneys fees that a court finally awards or that are included in a settlement approved by Contractor provided that the County shall promptly notifY Contractor in writing of the claim and allow Contractor to control the defense and will cooperate with the Contractor in the defense and any related settlement negotiations The County may participate in the defense of any such claim at its own expense without relieving Contractor of any obligation hereunder

6 Section 6(a) is amended and restated in its entirety as follows

CONFORMITY WITH LAW AND SAFETY

a In perfonning services under this Agreement Contractor shall observe and comply with all laws ordinances codes and regulations of governmental agencies including federal state municipal and local governing bodies applicable to Contractor as a provider of infonnation technology products and services including all applicable provisions of the California Occupational Safety and Health Act

190f33

--------Contract No

7 Section 10 is amended and restated in its entirety as follows

TAXES Payment of all applicable federal state and local taxes excluding those based on Contractors net income shall be the sole responsibility of the County unless proper exemption documentation is provided to the Contractor

8 Section 11 is amended and restated in its entirety as follows

OWNERSHIP OF DOCUMENTS Ownership of any Materials provided under this Agreement shall be as provided for in the Additional Provisions

9 Section 12 is amended and restated in its entirety as follows

CONFLICT OF INTEREST CONFIDENTIALITY The Contractor covenants that to the best of its knowledge and belief it presently has no interest and shall not have any interest direct or indirect which would conflict in any manner with the performance of services required under this Agreement Without limitation Contractor represents to and agrees with the County that Contractor has no present and will have no future conflict of interest between providing the County services hereunder and any other person or entity (including but not limited to any federal or state wildlife environmental or regulatory agency) which has any interest adverse or potentially adverse to the County as determined in the reasonable judgment of the Board of Supervisors of the County

10 Section 15( c) is amended and restated in its entirety as follows

c If requested to do so by the County Contractor shall provide the County with access to copies of all of its records pertaining or relating to its employment practices except to the extent such records or portions of such records are confidential or privileged under state or federal law andor in accordance with Contractors policies andor procedures

11 Section 16 is amended and restated in its entirety as follows

DRUG-FREE WORKPLACE Contractor and Contractors employees shall comply with the Countys policy ofmaintaining a drug-free workplace Neither Contractor nor Contractors employees shall unlawfully manufacture distribute dispense possess or use controlled substances as defined in 21 US Code sect 812 including but not limited to marijuana heroin cocaine and amphetamines at any County facility or work site If Contractor or any employee of Contractor is convicted or pleads nolo contendere to a criminal drug statute violation occurring at a County facility or work site the Contractor within five days thereafter shall notify the head of the County departmentagency for which the contract services are performed

200f33

Contract No ________

12 Section 17 is amended and restated in its entirety as follows

AUDITS ACCESS TO RECORDS The Contractor shall make available to the County its authorized agents officers or employees for examination any and all project records evidencing or relating to the expenditures and disbursements charged to the County and shall furnish to the County its authorized agents officers or employees such other evidence or information as the County may require with regard to any such expenditure or disbursement charged by the Contractor

If such project records are not kept and maintained by Contractor within the County of Alameda California Contractor shall upon request of the County makesuch project records available to the County for inspection at a location within County Contractor shall provide such assistance as may be reasonably required in the course of such inspection The County further reserves the right to examine and reexamine said project records during the three (3) year period following termination of this Agreement or completion of all work hereunder and the Contractor shall in no event dispose of destroy alter or mutilate said project records whatsoever for three (3) years after the County makes the final or last payment or within three (3) years after any pending issues between the County and Contractor with respect to this Agreement are closed whichever is later Notwithstanding anything else contained herein as in regards to this project in no event shall Contractor provide any confidential financial information including but not limited to cost or pricing methodologies overheads profit margins internal audit results or employee records

13 Section 18 is deleted in its entirety

14 Section 20 is amended and restated in its entirety as follows

TERMINATION The County has and reserves the right to terminate or abandon the execution of any work by the Contractor without cause at any time upon giving to the Contractor thirty (30) days prior written notice In the event that the County should terminate the Contractors work the Contractor shall be entitled to payment for services provided hereunder prior to the effective date of said termination Said payment shall be computed in accordance with Exhibit B hereto provided that the maximum amount payable to Contractor for its IBM Education Pack Services shall not exceed $14994000 payment for services provided hereunder prior to the effective date of said termination

210f33

--------Contract No

15 Section 22 is deleted in its entirety IBM does not anticipate any hiring with this education effort based upon IBMs global HR policies and procedures

16 Section 30 is amended and restated in its entirety as follows

SUBCONTRACTINGASSIGNMENT Contractor shall not subcontract assign or delegate any portion of this Agreement or any duties or obligations hereunder without providing the County with prior written notification

a Neither party shall on the basis of this Agreement contract on behalf of or in the name of the other party Any agreement that violates this Section shall confer no rights on any party and shall be null and void

b Contractor shall remain fully responsible for compliance by its subcontractors with all the terms of this Agreement in the performance of the services by such subcontractors regardless of the terms of any agreement between Contractor and its subcontractors

17 Section 33 PATENT AND COpy INDEMNITY is deleted in its entirety and will be governed by the terms and conditions as stated in APPENDIX A IBM Education Pack online account

County Counsel Signature ~ b ~)lto

220f33

Contract No ________

EXIDBITA DEFINITION OF SERVICES

Project IBM Education Pack - online account

Service The contractor will set up an IBM Education Pack - online account for Alameda County Social Services Agency A total value offering of $17640000 to be placed immediately in the IBM Education Pack - online account for a price of$14994000

bull Alameda County Social Services Agency will use the IBM Education Pack - online account discounted dollars to purchase IBM Training public and private courses IBM Technical Conferences designated by IBM Training and offered in the United States IBM Training self paced virtual classes at the regular retail price in effect at the time ofeach such purchase The account is available for use to train any employee of the Alameda County Social Services Agency These dollars can not be used in combination with any other discounts promotions or separately negotiated special rates (Refer to Appendix A - IBM Education Pack -online account Terms and Conditions)

bull IBM will invoice Alameda County Social Services Agency upon signing ofthis Agreement Information will be supplied identifying a user id and password for monitoring the online account Invoices are due in accordance with Exhibit B

bull This account is valid for twelve (12) months from the date it is first activated on 31112 The requested start date may be no later than sixty (60) days from the signing ofthis Agreement Any remaining balance at the end oftwelve (12) months will expire and is non-refundable

230f33

Contract No ________

APPENDIX A

IBM Education Pack -online account

Terms and conditions

Alameda County Social Services Agency is entitled to the discounting as described below

IBM Education Pack -online account -general terms and conditions

The ffiM Education Pack -online account is an electronic account you fund with training dollars to be used for ffiM Training offerings The account offers two options for funding which are $100 increments and preset amounts

Precision paymentplan with flexible levels in $JOO increments Value of 5100 increments Your Savings USD 52500 -59900 25-99 0010 USD 510000 -524~00 100 -249 5 USD 525000 -549900 250 -499 10010 USD 550000 -599~00 500 -999 11 USD 5100000 + 1000+ 12

Pre-set amOlmts are available in packages Value Your Price Your Savings USD52500 USD $2500 0010 USD 510000 USD $9500 5 USD525OOO USD22500 10 USDS50000 USD $44500 11 USD 5100000 USD $88000 12

1 The ffiM Education Pack -online account training dollars are valid for 12 months and are nonshyrefundable The ffiM Education Pack -online account can be used by one or more individuals in your organization

2 The ffiM Education Pack online account is valid for 12 months and extensions are prohibited 3 The activation date for the ffiM Education Pack -online account is the date ffiM Training receives the

application and billing information unless an alternate activation date is requested at the time the application is submitted An activation date of up to 60 days from the date of the application may be selected if indicated on the initial order form

4 The ffiM Education Pack -online account can be used for ffiM public courses private on-site courses instructor mentoring and most conferences designated by ffiM Training and offered in the US The ffiM Education Pack -online account may also be used for most ffiM e-Iearning designated by ffiM Training When using the ffiM Education Pack -online account to pay for a private onsite class you may use the training dollar vouchers for the class tuition instructor travel and living equipment and classroom rentals if applicable

5 When using the ffiM Education Pack online account to pay for a conference the funds may be used for conference tuition and some associated education sessions designated by ffiM Training

6 The ffiM Education Pack - online account cannot be used for classes or conferences which occur beyond the expiration date of the account funds The funds must be valid on the first day of the class or

240f33

Contract No _________

conference regardless of the date ofyour enrollment 7 Certain IBM Training courses may be excluded from this program To determine which IBM Training

courses are eligible for the program and which are excluded access our online catalog via the World Wide Web at ibncQmtrainingus to view IBM Training public course descriptions and conference scheduJes or contact 1800-IBM-TEACH (1-800-426-8322)

8 You must enroll in each individual course or conference prior to attending All enrollments in courses or conferences are subject to availability Enrollments and purchases must be guaranteed by an alternate method ofpayment You must check the IBM Education Pack online account box on the enrollment form Ifyou enroll by phone you must indicate you are using IBM Education Pack - online account funds to properly flag your enrollment record

9 To use your IBM Education Pack -online account funds you must debit your account PRIOR to the start ofthe course or conference by creating a voucher and submitting it online Each account voucher must be completed with Alameda County Social Services Agency number Alameda County Social Services Agency name and offering identification You must create a unique voucher for each individual enrollment or offering you purchase

10 The purchase of an IBM Education Pack -online account does not guarantee that a class will be held in a specific location

11 Ifyour enrollment status changes due to any cancellations you must access your IBM Education Pack online account and void applicable vouchers to return unused funds to your account balance The IBM Education Pack online account will not automatically update

12 The IBM Education Pack -online account is password protected IBM Training is not responsible for the misuse ofIBM Education Pack -online accounts

B Once the IBM Education Pack -online account is debited by creating a voucher for the offering your invoice will be credited for the value submitted up to 100010 of the course or conference tuition or other valid offering purchased If the amount of the created voucher from the IBM Education Pack-online account does not cover the entire tuition of the eligible IBM Training offering you will be billed the difference Ifyour IBM Education Pack -online account is not debited a bill for the offering will be sent

14 IBM Education Pack -online account cannot be used to pay for offerings that have already been billed or applied to previously taken courses

15 Once the IBM Education Pack -online account has been debited training dollars cannot be reapplied to the IBM Education Pack -online account

16 IBM Education Pack -online account training dollars cannot be combined with any other discounts offers programs coupons or promotions

17 IBM Education Pack -online account training dollars cannot be used to purchase additional IBM Education Packs -online accounts or other discount offerings

18 The No-Show and Cancellation policies apply and a bill for the full course or conference tuition will be sent if a student fails to attend or to cancel within the required period for a course or conference To use IBM Education Pack -online account training dollars to pay a No-Show or late cancellation bill send an e-mail to edpack(ZVusibmcom for processing instructions

19 IBM Education Pack -online account cannot be used to pay for IBM Training services engagements 20 Prices ofthis program and eligible offerings are subject to change without notice 21 Course and conference schedules are subject to change without notice 22 The IBM Education Pack -online account can only be resold by authorized IBM Business Partners

250f33

Contract No _________

Terms and conditions

IBM agreementor courses and education nuderitds

CUITent as of 01 Jan 2011

The following terms apply to I) enrollment in classes offered by ffiM and 2) orders for ffiMs education materials These tenus along with any applicable license agreement are the complete agreement between us regarding the courses or education materials we provide and replace any prior oral or written communications between us Attendance at a class or your use of any education materials constitutes your agreement to these tenus and conditions Occasionally we have offerings with additional or different terms and conditions If so we will provide those terms and conditions to you For example conference tenus and conditions are outlined in the conference registration section of the conference website or in the conference brochure for the event

Coulses and education mateais

We list our generally available courses and education materials in various IDM Catalogs ofEducation (Catalog) which we publish from time to time We may add or withdraw courses and education materials at any time without notice

Scheduling dasses

We will specify the dates of public classes Private or on-site classes will be scheduled by mutual agreement We may cancel any scheduled class on notice If we cancel a class for which you have prepaid we will refund the price you paid

Accommodations for students with disabilities

IDM locations are accessible for students with disabilities If reasonable accommodations are required for an individual with a disability please advise IDM of the accommodations in advance

Pces and payment

Prices for public classes will be those in effect on the date the class begins Prices include the use of required education materials and machines They do not include taxes or student travel and living expenses IDM reserves the right to increase prices at any time without prior notification Prices for private or on-site classes will be established based on your requirements Additional charges may apply such as instructor travel and living expenses facilities and remote lab support You agree to pay amounts due including applicable taxes and any late payment fees as we specify in the invoice Conference cancellation charges will be specified on the conference website or in the conference brochure for the event

Cancellation charges

Effective January 1 2011

You will be charged the full price of a public class ifyou do not cancel or reschedule your enrollment at least fourteen calendar days prior to the scheduled start date or ifyou do not show up for the class

260f33

Contract No _________

However you may cancel your class enrollment at any time within the three days following your initial or any rescheduled enrollment date without charge

Ifyou cancel a private or on-site class within seven calendar days prior to the scheduled start date you will be billed the full price ofthe class ifyou cancel between eight and fifteen calendar days prior to the scheduled start date you will be billed 25 of the full price and ifyou cancel between sixteen and twentyshyone calendar days prior to the scheduled start date you will be billed lOO of the full price Cancellation of a private or on-site class more than twenty-one calendar days prior to the scheduled start date may be made without charge

Conference cancellation charges will be specified on the conference Web site or in the conference brochure for the event

Self-Paced Virtual Oasses and Web-Based Training Classes

You may not cancel once you submit an order for a Self-Paced Virtual Class or a Web-Based Training Class Once you submit the order you are responsible to pay the entire course price

Online Enrollment Before you submit your order review the machine requirements listed in the course description to ensure that your system meets the minimum requirements for this course After you submit the on-line order form you should receive a confirmation e-mail with communication about your ID and password and additional instructions to start the course You are billed for the course when you submit the order form

Once you receive your ID and Password you will be given a period of time to complete the course Please refer to the course description for specifics regarding your registered course ONCE YOU SUBMIT YOUR ORDER WE WILL NOT BE ABLE TO CANCEL THE ORDER

Patents and copyrights

Ifa third party claims that the education materials we provide to you infringe that partys patent or copyright we will defend you against that claim at our expense and pay all costs damages and attorneys fees that a court finally awards provided that you

1 promptly notify us in writing of the claim and 2 allow us to controL and cooperate with us in the defense and any related settlement negotiations

Ifsuch a claim is made or appears likely to be made you agree to permit us to enable you to continue to use the education materials or to modify or replace them Ifwe determine that none of these alternatives is reasonably available you agree to return the education materials to us on our written request We will then give you an appropriate credit for the returned materials

This is our entire ob1igation to you regarding any claim of infringement

We have no obligation regarding any claim based on your modification of education materials

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Contract No ________

limitation of liability

Circumstances may arise where because of a default on our part or other liability you are entitled to recover damages from us In each such instance except for the payments referred to in our patent and copyright terms described above and damages for bodily injury (including death) and damage to real property and tangible personal property for which mM is legally Hable we are liable only for the charges for the class or education material that is the subject of the claim

This limit also applies to any ofour subcontractors It is the maximum for which we are collectively responsible

Items for which we are not liable Under no circumstances are we or our subcontractors liable for any of the following

] third-party claims against you for losses or damages (except as described above in the section entitled Patents and Copyrights and damages for bodily injury (including death) and damage to real property and tangible personal property for which mM is legally liable)

2 loss of or damage to your records or data or 3 special incidental or indirect damages or for any economic consequential damages (including lost

profits or savings) even ifwe are informed oftheir possibility

license

Any machine readable education materials that we provide to you will be subject to the terms and conditions ofa license agreement We will inform you of the applicable agreement

Warranty

THERE ARE NO EXPRESS WARRANTIES EXCEPT THOSE CONTAINED HEREIN OR IN ANY APPUCABLE UCENSE AGREEMENT THERE ARE NO IMPUED WARRANTIES INCLUDING BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE WE MAKE NO WARRANTY AS TO RESULTS TO BE ATTAINED BY ATTENDING OUR CLASSES OR USING OUR EDUCATION MATERIALS

Changes to this agreement

We may modifY these terms and conditions on written notice The modified terms and conditions will apply to your enrollment or order unless you cancel such enrollment or order prior to the effective date Otherwise for a change to be valid both of us must sign it Additional or different terms and conditions in any order or communication from you are void

General

bull You agree not to copy our copyrighted material without our prior written consent bull You agree not to use recording equipment in our classes without our prior written consent bull You agree not to use our trademarks trade names or other designations in any promotion or publication without our prior written consent bull You agree not to assign or otherwise transfer your rights under this Agreement without our prior

28of33

Contract No ________

written consent Any attempt to do so is void bull Neither of us is responsible for failure to fulfill any obligations due to causes beyond its control bull Neither ofus will bring a legal action (under this Agreement) more than two years after the cause of action arose bull Any terms of this Agreement which by their nature extend beyond its termination remain in effect until fulfilled and apply to respective successors and assignees

290f33

Contract No ________

EXHIBITB PAYMENT TERMS

1 The tenn ofthis Agreement is March 1 2012 through March 31 2013

2 Total payment under the tenns of this Agreement will not exceed the total amount of $14994000 This cost includes all taxes and all other charges

3 Invoices to County are due upon receipt of invoice and payable within thirty (30) days from receipt of invoice

The contractor will set up an mM Education Pack - online account for Alameda County Social Services Agency A total value offering of $1 7640000 to be placed immediately in the mM Education Pack - online account for a price of $14994000

4 Invoices will be approved by the Alameda County Social Services Agency Contract Liaison

5 Contractor shall submit invoice as required to

Alameda county Social Services Agency 2000 San Pablo Ave 4th floor

Oakland CA 94612 Attn Jerome Graham

300f33

C

EXHIBITC COUNTY OF ALAMEDA MINIMUM INSURANCE REQUIREMENTS

Wi1hout limiting MY other obligation or liabilily under this Agreement he Contractor at its sole rost and expense shall secure and keep in force he entire term of he as be he insuranre limits and endorsements

Commercial General Uability Premises Liability Products and Completed Operations Contractual

Personal and liabi B Commercial or Business Automobile Liability

All owned vehicles hired or leased vehicles non-owned borrowed and permissive uses Personal Automobile Liability is acceptable for individual contractors with no related activities Workers Compensation (WC) and Employers Uability (EL)

for all contractors with eml)Jovees

o Endorsements and Conditions

$1000000 per occurrence (CSl) Bodily Injury and Property Damage

$1000000 per occurrence (CSL) My Auto Bodily Injury and Property Damage

or disease

1 ADDmONAL INSURED All insurance required above with the exception of Personal Automobile LiabilityI Workers Compensation and Employers Liability shall be endorsed to name as additional insured County of Alameda its Board of SUpervisors the individual members thereof and all County officers agents employees and representatives

2 DURATION OF COVERAGE All required insurance shall be maintained during the entire term of the Agreement with the following exception Insurance policies and coverage(s) written on aclaims-made basis shall be maintained during the entire term of the Agreement and until 1year following expiration of the Agreemen~ as long as such coverage remains commercially available in the market place

3 REDUCTION OR UMIT OF OBLIGATION The insurance policies provided for in Aand Babove shall be primary and non contributory only with respect to liability arising out of this Agreement Pursuant to the provisions of this Agreement insurance effected or procured by the Contractor shall not reduce or limit Contractors contractual obligation to indemnify and defend the Indemnified Parties

4 INSURER ANANCIAL RAnNG Insurance shall be maintained through an insurer with aAM Best Rating of no less than AshyVlI or equivalen~ and shall be admitted to the State of California unless otherwise waived by Risk Management Acceptance of Contractors insurance by County shall not relieve or decrease the liability of Contractor hereunder My deductible or selfshyinsured retention amount or other similar obligation under the policies shall be the sole responsibility of the Contractor

S SUBCONTRACTORS Contractor shall include all subcontractors as an insured (covered party) under its policies or shall furnish separate certificates and endorsements for each subcontractor All coverages for subcontractors shall be subject to all of the requirements stated herein

6 JOINT VENTURES If Contractor is an association partnership or other joint business venture required insurance shall be provided by anyone of the following methods

- Separate insurance policies issued for each individual entity with each entity included as aNamed Insured (covered party) or at minimum named as an Additional Insured on the others policies Joint insurance program with the association partnership or other joint business venture included as a Named Insured

7 CANCELLATION OF INSURANCE Should any of the above described policies be cancelled before the expiration date thereof notice will be delivered in accordance with the policy provisions

8 CERTIACATE OF INSURANCE Before commencing operations under this Agreemen~ Contractor shall provide Certificate(s) of Insurance and applicable insurance endorsements in form and satisfactory to County evidencing that all required insurance coverage is in effect The County reserves the rights to require the Contractor to provide complete certified copies of all required insurance policies The require certificate(s) and endorsements must be sent to

- DepartmentAgency issuing the contract With acopy to the Contracts Office (2000 San Pablo Ave 4th floor Oakland CA 94612)

Certificate C-1 Form 2001-1

31of33

________________________________ _

Contract No ________

EXHIBITD

COUNTY OF ALAMEDA DEBARMENT AND SUSPENSION CERTIFICATION

(Applicable to all agreements funded in part or whole with federal funds and contracts over $25000)

The contractor under penalty of perjury certifies that except as noted below contractor its principals and any named and unnamed subcontractor

bull Is not currently under suspension debarment voluntary exclusion or

determination of ineligibility by any federal agency

bull Has not been suspended debarred voluntarily excluded or determined

ineligible by any federal agency within the past three years

bull Does not have a proposed debarment pending and

bull Has not been indicted convicted or had a civil judgment rendered against it by

a court of competent jurisdiction in any matter involving fraud or official

misconduct within the past three years

If there are any exceptions to this certification insert the exceptions in the following space

Exceptions will not necessarily result in denial of award but will be considered in determining contractor responsibility For any exception noted above indicate belOw to whom it applies initiating agency and dates of action

Notes Providing false information may result in criminal prosecution or administrative sanctions The above certification is part of the Standard Services Agreement Signing this Standard Services Agreement on the signature portion thereof shall also constitute signature of this Certification

CONTRACTOR __~~__L-

PRINCIPAL~~---ll-I-L-_o_--GlI_V__f___ TITLE~~)(UltJ~ltCJJ St(

SIGNATURE~-+-----=----____ DATEcl ~ (jJ~

32of33

Contract No _______

EXHmITE

COUNTY OF ALAMEDA CONTRACT COMPLIANCE REPORTING REQUIREMENTS

Upon receipt of signed contract documents prime contractor shall immediately enterassign subcontractors in the Syste~ confum payments received from the County within 5 business days in the Syste~ immediately enter payments made to subcontractors and ensure that subcontractors confirm they received payments within 5 business days in the System Subcontractors shall confirm their payments received from the prime contractor within 5 business days in the System

Alameda County Contract Compliance System training and ongoing support are provided at no charge to contractors and participating sub-contractors awarded a contract as a result of this bid process for this project Contractors having contracts with the County should schedule a representative from their officecompany along with each of their subcontractors to attend training The training schedule may be viewed online at httpwwwelationsyscomelatiollsysisupport lhtm or call Elation Systems at (510) 764shy1870 A special access code will be provided to contractors and subcontractors participating in this contract awarded to allow use of the System free of charge

It is the Contractors responsibility to ensure that they and their subcontractors are registered and trained as required to utilize the Alameda County Contract Compliance System Training sessions are approximately one hour and will be held periodically in a number of locations throughout Alameda COWlty

330f33

DATE MDDIYYYYCERTIFICATE OF LIABILITY INSURANCE 211012012

THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMA11ON ONLY AND CONFERS NO RIGHTS UPON TtE CERTFICATE HOLDER THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND EXTEND OR AtTER THE COVERAGE AFFORDED BY THE POUCIES BELOW THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BElWEEN THE ISSUING INSURER(S) AUTHORIZED REPRESENTATIVE OR PRODUCER AND TtE CERTIFICATE HOLDER

IMPORTANT If the certificate holder is an ADDmONAL INSURED the policy(ies) must be endorsed If SUBROGATION IS WAIVED subject to the terms and conditions ofthe policy certain policies may require an endorsement A statement on this certificate does not confer rights to the certificate holder in lieu of such enciorseme s

PROOUCER

Aon Risk Services Northeast Inc 199 Water Street New York NY 10038 Phone 8662667475 Fax 8664677847 AFFORDING COVERAGE HAIC INSURED COMPANY A ACE American Insurance Company

lnIemationaI Business -4achines Corp amp My Other Subsidiary Corp Owned 01 ConIrDlled by the Insured 1 New Orohan Road Armonk NY 10504 United Slates

INSUR

COVERAGES CERllFICATE NUMBER154795 REVISION NUMBER THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED NOTWITHSTANDING ANY REQUIREMENT TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO VllHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS EXCLUSIONS AND CONDITIONS OF SUCH POLICIES LlMrTS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS

INSR (fiUCf EFF POUCfEXPLTR TYPE OF INSURANCE POLICY NUMBER til UMITS

A GENERAL UABIUTY HDOG25529236 5212011 1512112012 EACH OCCURRENCE $1OQMQQ--shy~~ X COMMERCIAl GENERAl LIABILITY PREMISE$Ea ~~ncel 11000 000 = CLAIUS-MAOE [KJ OCCUR UED EXP (Anyone person) S2500000

- I PERSONAl amp ArN INJURY $1000000-

-- ~GENERAL AGGREGotTE $1000000

~L AGGREr9L1MIT ArPER i PROOUCTS-COMP~AGG $1000000

POLICY ~ LOG I i A AUlOIIOBILE UABlUlY ISAH08635948 51212011 51212012 COMBINED SINGLE LIMIT

51000000---shy (Eaarridentll2t ANY AUTO BOOIL Y INJURY (Per personl ALL OWNEO AUTOS f-shy

- ~LY INJURY (Peracddenl) SCHEDULED AUTOS PROPERTY DAMAGE-

- HIREOAUTOS i(Per_) r-middotmiddotmiddotmiddotmiddot

--shy ~AUTOS

I I UlIBRElILA UAB

I

Irl OCCUR i EACH OCCURRENCE

~

EXCESSUAS ~~ CLAIMS-MAOE AGGREGATE

- DEDUCTIBlE

IRETEImON $ WORIltERS COIIPENSA11ON i I~~Ullis I IdegJrANDEMPLOYERSUABUTY YIN shy

ANY PROPRIETORiPARTNERIEXECUTlVE D NIA

I

EL EACH ACCIDENT OFFlCERMEIBIR EXaUOED

I EL DISEASE - EA EMPLOYEE m(MIndaIoIy In NHI

~~~~~TIONSbel i EL OISEASEmiddot POLICY LIMIT

i i I I DESCRIP110N OF OPERATION$ LOCATION$I YEHlCLES Aflach ACORD 101 AcldiUoMlRemrb $chedm is ngtqulroocl)

Please see page 2 for any additional language

CERllFICATE HOLDER CANCELLAllON

Alameda County Department of Social Services 2000 San Pablo Ave Oakland CA 94612 United States

SHOULD ANY OF 1ME ABOVE DESCRIBED POLICIES BE CANCE1lED BEFORE lHE EXPlRA110N DATE lHEREOF NOnce WILL BE DElNERED IN ACCORDANCe WFTH lHE POLICY PROVISIONS

I

AUTHORIZED REPRESENTAlIYE

AuIhcfized ReJgtresenlatve ~_yen~ ~~~~~bullw __ J_ PIaI Risk SenIkes NonheasI Inc

ISgt 1988-2009 ACORD CORPORATION AI righIs reserved

ACORD 25 (2009101 The ACORD name and logo are registered marks ofACORD Page 1 of2

ADDITIONAL REMARKS SCHEDULE AGENCY

Aon Risk Services Northeast Inc 199 Water Street New York NY 10038 Phone 8662667475 Fax 8664677847

NAIlED INSURED IntemaUonal Business Machines CoIp amp Ally Other SubsidiaIy CoIp Owned Of Contro8ed by lIle Insured 1 New Ordlard Road Armonk NY 10504 United Slates

EFFECTIVE DATE

ADDITIONAL REMARKS

THIS ADDITIONAL REMARKS FORM IS A SCHEDULE TO ACORD FORM

FORM NUMBER 25 FORM TITLE CERTIFICATE OF LIABILITY INSURANCE

[Alameda County Department of SOcial Services County of Alameda its Board of SUpervisors the individual members hereof and all County officers agents employees and representatives are hereby named as additional insureds on

General Liability policies but only to the extent that their interest may appear

Additional Language The insurance coverage provided for herein shall be primary and non contributory only wi1h respect to liabHity arising out of this Agreement with respect to liabHity arising out of IBMs negligence and as respects this contract only

Project IBM Education Pack Services

If there is a question regarding this certificate please contact Edward DiNardo (Email dinardoeusibmcom Phone 916-567-2922)

~ operations incidental to the conduct of insureds business in the United States of America

ACORD 101 (2008101) 2008 ACORD CORPORA nON All rights reserved The ACORD name and logo are registered marks of ACORD

Page 20f2

tC~RiJ CERTIFICATE OF LIABILITY INSURANCE I DlTE 1I1IfDOIYYYY)

21102012

THIS CERnFICATE IS ISSUED AS A MATTER OF INFORMA nON ONLY AND CONFERS NO RIGHTS UPON TIE CERTIFICATE HOLDER THIS CERnFICATE DOES NOT AFFlRMAnvaY OR NEGAnVELY AMEND EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POUCIES BELOW THIS CERnFICATE OF INSURANCE DOES NOT CONSTITUlE A CONTRACT BETWEEN THE ISSUING INSURER(S) AUTHORIZED REPRESENTAnVE OR PRODUCER AND TIE CERTIFICATE HOLDER

IMPORTANT Iftlle certifieate holder is an ADDITIONAL INSURED the policy(ies) must be endorsed If SUBROGAnON IS WAIVED subject to the terms and conditions of the policy certain policies may require an endorsement A statement on this certifICate does not confer rights to the certificate holder in lieu of such endorsement(s)

PRODUCER =~NT Aon Risk Services Northeast Inc 1pound Ir~No)199 Water Street New York NY 10038 Phone 8662667475 Fax 8664677847 INSURER(S) AFFORDING COIlERAGE HAIC

INSURED COMPNff A liberty Insurance Corporal

International Business Madlines CoqJ COMNoIY B liberty MulJaIII1SUrIIIIlt8 CcrIyengtany 1 New Ord1ard Road COMNoIY Co National Union Fino ance Company d 1IIIsbtJrgh PA Amlonk NY 10504 United Stales

COVERAGES CERT1FICATE NUMBER154796 REVISION NUMBER- THIS IS TO CERTIFY THAT THE POlICIES OF INSURANCE LISTED BEleW HAVE BEEN ISSueD TO THE INSUREO NAMED ABOVE FOR THE POlICY PERIOD INDICATED NOTWITHSTANDING ANY REQUIREMENT TERM OR CONDITION OF ANY COOTRACT OR OTHER DOCUMENT 1MTH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN THE INSURANCE AFFORDEO BY THE POLICIES DESCRIBEO HEREIN IS SUBJECT TO ALL THE TERMS EXCLUSIONS AND CONDITIONS OF SUCH POliCIES LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID ClAIMS

11tf TYPE OF INSURANCE IIHSR IWVD POLICY NIMIIER ~1fgtUCYEXP UIlITS

GENERAl UAaUlY I EACH OCCURRENCE

COMMERCIAL GENERAl LiABlLI1Y ~~~e~~nce) CLAIMS-MADE D OCCUR MED EXP (Anyone fgten)

PERSONAl amp AlN INJURY

GENERAl AGGREGATE

ESPER ~CT5 - calpop AGG

nLOC AIlOIIOIlILE UAaUlY COMBINED SINGLE LIMIT - (Ea 8Cdde1t)

ANY AUTO BOOI L Y INJURY (Per fgte11lOt)-shy

ALL OWNED AUTOS BODILY INJURY (Per accident)-

- SCHEDULED AUTOS PROPERTY DAMAGE

HIRED AUTOS (Per accident) -

NON-OWNED AUTOS - ~

UIIBRELlA UAB HOCCUR

EACH OCCURRENCE-EXCESSUAB CLAIMS-MADE AGGREGATE

---- DEDUCTIBLE

A WORKERS COIIPENSAllON WA7-6I)()0415ef4Z AOSPRNYlshy 11112012 1III2OIa X I T~~JWs I IO~A AND EMPLOYERS UAaUlY WA7-62D-laquol41SHi12 IYil 11112012 11112013 A YIM WC1~I-ltIOU5amp-I52 (OR WI) 11112012 11112013 $100000A ANY PROIRIETORIPARTNERlEXECUTIVE ~

MIA ~1_ExaNOHl 11112012 11112013 EL EACH ACCIDENT OFACERIMEI4BER EXClUDEDI (Mandatory In NKI

BH2HIC14158-1M2(V1) 11112012 11112013 EL DISEASE- EA EMPLOYEE $1ooampQQc 83-118922 a-) 11112012 IttrlO13

bull ~~~OPERATIONSIlet_ EL DISEASE POliCY LIMIT $100000

bull

DESCRIPllON OF OPERATIONS I LOCAnONS I VEHICLES (Attech ACORD 101 MdIlloMI Renlarlc8lchedule r mono fMICI Is required)

bullbull Includes EL coverage for monopolistic states NO PR WA WY

Please see page 2 for any additional language

CERT1FICATE HOLDER CANCELLATlON

Alameda County Department of Social Services 2000 San Pablo Ave Oakland CA 94612 United States

SHOULD Atlaquo OF THE ABOVE DESCRI8ED POUCIES BE CANCELLED BEFORE THE EXPIRATION DATE 1lIEREOF NOTICE WILL BE DELIVERED IN ACCORDANCE WrrH THE POLICY PROVISIONS

I

AUTHOIIZED REPRESEHTA1IYE

IIiutJori2od ~ smiddot~ _~4-~(~--w ___ --~~ -~kin Risk SeNices Nor1heast Inc

copy 1881-2009 ACORD CORPORA TlON An nghts reserved ACORD 26 (2009109) The ACORD name and logo are registered marks ofACORD

Page 1 of 2

ADDITIONAL REMARKS SCHEDULE AGENCY

ADo Risk Services Northeast Inc 199 Water Street New York NY 10038 Phone 8662667475 Fax 8664677847

NAIlED INSURED International Business Machines Corp 1 New Onhani Road Armonk NY 10504 United states

EFFECTIVE MTE

ADDmONAL REMARKS

THIS ADDITIONAL REMARKS FORM IS A SCHEDULE TO ACORD FORM

FORM NUMBER 25 FORM 11TLE CERTIFICATE OF LIABILITY INSURANCE

Project IBM Education Pack Services

Ifthere is a question regarding this certificate please contact Edward DiNardo (Email dinardoeusibmcom Phone 916-567-2922)

All operations incidental to the conduct of insureds business in the United States of America

ACORD 101 (2008101) C 2008 ACORD CORPORATION All rights reserved The ACORD name and logo are registered mal1ls of ACORD

Page 20f2

AKl K NAKAO Director

G~-r)ipDecember 5 2011

DEC 08 lOl1 TO Caroline Judy Assistant Direltltor GSA

RECE~vED FROM Tudor S Mosu Procurement Specialist n

SUBJECf Finding ofNon-Competition bull Sote Source 2084 Purchase from International Business Machines Corp Sacramento CA

This is to document my finding that competitive bidding is not possible for the purchase ofall IBM Education Pack in tho amount oUI 4994000 for the Social Services Agency (SSA) Infonnation Systems Department and therefore the Departmental Justification to Request a Waiver ofCounty Competitive Bidding Requirement copy attached is approved

In accordance with the County Administrative Code Section 412010 entitled UPurchases to be by Competitive Quotation all purchases of and contracts for materials supplies services fwnishings equipment livestock and other personal property shall be based wherever possible on competitive quotations

I have reviewed and researched the product and marketplace Based on my research ofthe departmental justifi~tion and internet I have detennined the requested product and supplier cannot be substituted and satisfy the Countys requirements International Business Machines Corp (IBM) is the only vendor capable to provide an online account to be used for IBM private courses at SSA on WM business intelligence data warehouse reporting classes IBM will add the SSA content customized to the training environment using Cognos Framework Manager and will provide a suite oftraining public and private courses technical conferences and selfmiddotpaced virtual classes This sole source request was posted on the County website for ten (10) business days and no other proposal was received Therefore competitive quotations are not possible and the request is recommended for your approval

The Social Services Agency is to obtain Board approval for services that exceed $25000 requesting authorization from the President of the Board to sign the contract or approve the purchase The Auditor-Controller issues Board signed contracts and Board approved purchase orders and purchase order changes withwithout signed contracts

te IIktt II Peill-o ValenciaDeputy Direct6rlDate

GSA Office ofAcquisition Policy

SLEB Compliant ______

Date~~~~_________ Director GSA

Attachment(s)

1401 LAKISIDE DRIVU SUITL 907 OAKLND CALIFORNIA 94612 PHmr 5102989600 [AX 5[02089626 wwwlt5(itnc~ovorg

GSA Sole Source Procurements - Alameda County Page lof2o Ala~~da co~ntys Offl~lal ~ebslte Skip County Banner 0 SHARE rJf l

~ go WoOFg i QUick links Citizens Business Seerch aegov IGO I Government Emergencies

GSA Home

Home

Introduction

AwardedClosed Contracts

Current Contracting Opportunltles

Arch 8 Engineering Construction

Sole Source Procurements

Goods 8 Services The contracts described below have been determined to comply with the County Sole Source Policy in ~flesrlonal Services that only a single source is available andor valid sole source exceptions to the competitive process

I-===----f exisl Upcoming ContractIng Opportunities

Arch amp Englnoaring Construction Goods amp Services ProfessIonal ServlceQ

Sole Source Procurements

Highland Project Contracts

AwardedClosedContracts CUlTent Contracting Opportunltles Upcoml Contracting

Contacts Teams

Vendor Info Vendor Guide Vendor Application (Online) Vendor Application

Public Works (PWA) Contracting Opportunities

CDA Construction Contracting Opportunities

StopWasteOrg

Advance NotIce of SoJe Source purchases are posted on-line for a minimum of five (Ii) business days prior to a contract being awarded For any additlonallnformatlon regarding contracts posted on thIs website please contact the appropriate parson listed below Thank you for your interest

Source Contract DescrIption

f1Ef1l Online Training Courses

f1I3JI Repair and Test fIre fighting ProtectiVe Clothing

Electro Shock Guns Cartridges BaHerlee amp Accessories

Estimate Award Date

120212011

11302011

111172011

Contact Person

Tudor S Mosu (510) 208-9614

Tudor S Mosu (510) 208-9614

Tudor S Mosu (510) 208-9614

mhtmIfilelICUserstmosuAppDataLocalMicrosoftWindowsTemporary Internet FilesContentOutlook1OYF6YPOGSA S 1210612011

Alameda County Auclttor-Controller Agencv Office of Contract Compliance OCC

FEDERAL GRANT FUNDS SMALL LOCAL EMERGING BUSINESS (SUI) WAIVER REQUEST

REQUIREDTOSOUCIT BlOSPROPOSALSAND AWARt)AMENO CONTRACTS THAT INCUJDe FtoERAl GRANT FUNDS THAT fROHI51l GIOORAPHICAl PREFERENCE)

mSfCDOfltcompr middot6 bbw and submit fhts form wlfh supporifng doclfrnentaion pecificolty stoHng that geographle preferences om bonnad fer the requetfed procurement to Tcmtnee TRlong Auditor Controller ace a QC 20111 or vIa email tot1Wlmf1lmn9_~99Uponapprovala fampdeKal Fundt WaNer number wm be I$SitEtd This numbM Is a mandatOf) field rGqooed tQ enter Q Procurement CollirUct In ALCOUMt ace wlJi mft-m upprovaill and denkds to tile Requesfing Depmtmem listed belew It IIIIftoI WQJvCW Is to $Cliett bids resubmlt c IOPY of the originally signed form Q nsed to tIWOrdlarYileM eo~ttI~ rlllquired addltlOlQllnfOOYlofl~l (3JiC bllliowl

1 Requasiing Department Ncme~_~~~9______ _~__________

A Contact First and Lost Nome~a~y Chen ___ _____ QiC 20203 __

8 Email Address~~~aOQCVmiddotorg ___ Phone Number ~~~~~ ____ 2 Procu~ement Oescriptlcm To p~asl an IB~~~tl0f~Jntonlln~ account) th~~lIIJr~~~

_IB~~~~gn~ pub~8 p~ate traini~gtpoundOUrses far saA Siaff _ CFOA No _9_~_5_5e___

3 1~~l9n~ checK aP2rgl~~~QY to fndrcqjg reason forYfaiver re9Y~______---

A 0 SoBd Bids with County Counsel approved modifled SlEB provlslons ___1___L__ ~

Wmvef Requeii ~ I=====================u____ t-__----i _101gt~r---------------- w 4 - bull _ IiT__ __ middot_-------1bull -- bullbull loW

IB II Award Contract wih COllnty COlJnSel OPPlOV(~ modifiampi SlES provIsions J IlL3 I W4livElf hquaat Delfs I

l ControctorNameCitYIM~IaClesett --~------------- iI Total Contract ValtJe $1499~O~ 5 3 fs i

L 3 fpoundlltroct S~ Date ~LJ~)2 U- COltmct End Dote=--zbJ~_IT1- - ~----- --~ -------- C 0 Contract Amendment --1_~J_ Also complete R 11 B2) and B 3) above WaWQr Req~Date

Dnme expiration Dote __~J1_ bull OMoo6Y Increase Amount $___~__~ ----~----~-- shy4 g Check here to in(iicate thai the FedefQ~ regulation Is ofialChed and speciflcally prohibits

geographical preferencs$ rrown he proc)r~met1 described above

Federal Re~Jutotlon NameNumber H~ltht~ S~~~L2~45ER~_~__~_

5 pound1 Che~~k here to lndicats that the Fedarar grant fundi are sub granted or PQssed through the State to the Couniy where State laws prohibit geogroph1cai preferences from the proctffemenf described obove and sub granf documerlts are aHached

State Regulation NomeNum r---=__

6 ---~~~~~~~gt-r--4-----n7io-y----shy r OClte

EPLS Search Results Page 1 of 1

Excluded Parties List System EPLS

Search Results Excluded By Firm Entity or Vessel International Business Machines Corporation

as of 14-Feb-2012 229 PM EST

Your search returned no results

httpsllwwweplsgoveplssearchdo full_name= Intemational+Business+Machines+Corpo 2142012

Honorable Board Members - 2 - January 102012

SELECTION CRITERIAIPROCESS

SSA is recommending your Boards approval and authorization ofthis new agreement with IBM as it has been determined that only IBM has the title to and instructional resources for training materials necessary to meet Agency needs Additionally GSAPurchasing has reviewed and approved SSA s Departmental Justification to Request Approval for an Exception to the Competitive Requirement and has published its finding on December 5 20II International Business Machines Corp (IBM) is the only vendor capable to provide an online account to be used for IBM private courses at SSA on IBM business intelligence data warehouse reporting classes IBM will add the SSA content customized to the training environment using Cognos Framework Manager Furthermore the Advance Notice of Sole Source Procurement was posted on the County website for I 0 business days No response was received Therefore competitive quotations are not possible and the request is recommended for your Boards approval

SSA has been granted a Federal Grants Funds SLEB Waiver F308A - dated January 32012

FINANCING

Financing for this contract is included in the approved SSA budget for FY 2011-2012 There are no additional net County costs

Sincerely

Lori Jones Agency Director

Attachment Five (5) sets of standard agreement documents for Board President signature

c Auditor-Controller County Administrator County Counsel

VIBoardLettersI2012102_28j2jBM_EducationCredits (Rev 22 12) doc

Contract No _______

COUNTY OF ALAMEDA STANDARD SERVICES AGREEMENT

This Agreement dated as of March 12012 is by and between the Coooty of Alameda hereinafter referred to as the Coooty and hltemational Business Machines Corporation (IBM) hereinafter referred to as the Contractor

WITNESSETH

Whereas Coooty desires to obtain ffiM Training and to purchase IBM Education Pack shyonline accooot services which are more fully described in Exhibit A hereto (IBM Education Pack Services) and

Whereas Contractor is professionally qualified to provide such services and is willing to provide same to Coooty and

Now therefore it is agreed that Coooty does hereby retain Contractor to provide IBM Education Pack Services and Contractor accepts such engagement on the General Terms and Conditions hereinafter specified in this Agreement the Additional Provisions attached hereto and the following described exhibits all of which are incorporated into this Agreement by this reference

Exhibit A Definition of Services Appendix A ffiM Education Pack Terms amp Conditions Exhibit B Payment Terms ExhibitC Insurance Requirements Exhibit D Debarment and Suspension Certification Exhibit E Contract Compliance Reporting Requirements Not Applicable

The term of this Agreement shall be from 312012 through 33113

The compensation payable to Contractor hereooder shall not exceed (one hundredfortyshynine thousand nine hundredforty dollars and zero cents) ($14994000) for the term of this Agreement

30f33

--------------

Contract No _______

IN WITNESS WHEREOF the parties hereto have executed this Agreement as of the day and year first above written

COUNTY OF ALAMEDA

By____________ Signature

Name (Printed)

Title President of the Board of Supervisors

Approved as to F onn

By ~ (tv ~ County Counsel Signature

INTERNATIONAL BUSINESS MACHINES CORPORATION

BY~~ Signature

Name VbI~ In0j (Printed)

Titlelc()(cJ i=(OJt G--e(

By signing above signatory warrants and represents that heshe executed this Agreement in hislher authorized capacity and that by hislher signature on this Agreement heshe or the entity upon behalf of which heshe acted executed this Agreement

40f33

Contract No _______

GENERAL TERMS AND CONDITIONS

1 INDEPENDENT CONTRACTOR No relationship of employer and employee is created by this Agreement it being ooderstood and agreed that Contractor is an independent contractor Contractor is not the agent or employee of the Coooty in any capacity whatsoever and Coooty shall not be liable for any acts or omissions by Contractor nor for any obligations or liabilities incurred by Contractor

Contractor shall have no claim under this Agreement or otherwise for seniority vacation time vacation pay sick leave personal time off overtime health insurance medical care hospital care retirement benefits social security disability Workers Compensation or unemployment insurance benefits civil service protection or employee benefits of any kind

Contractor shall be solely liable for and obligated to pay directly all applicable payroll taxes (including federal and state income taxes) or contributions for unemployment insurance or old age pensions or annuities which are imposed by any governmental entity in connection with the labor used or which are measured by wages salaries or other remuneration paid to its officers agents or employees and agrees to inde1ll11ifY and hold County harmless from any and all liability which County may incur because ofContractors failure to pay such amounts

hl carrying out the work contemplated herein Contractor shall comply with all applicable federal and state workers compensation and liability laws and regulations with respect to the officers agents andor employees conducting and participating in the work and agrees that such officers agents andor employees will be considered as independent contractors and shall not be treated or considered in any way as officers agents andor employees of County

Contractor does by this Agreement agree to perform hislher said work and functions at all times in strict accordance with currently approved methods and practices in hislher field and that the sole interest of County is to insure that said service shall be performed and rendered in a competent efficient timely and satisfactory manner and in accordance with the standards required by the Comlty agency concerned

Notwithstanding the foregoing if the ComIty determines that pursuant to state and federal law Contractor is an employee for purposes of income tax withholding Comlty may upon two weeks notice to Contractor withhold from payments to Contractor hereooder federal and state income taxes and pay said sums to the federal and state governments

2 INDEMNIFICATION To the fullest extent permitted by law Contractor shall hold harmless defend and indemnify the County ofAlameda its Board of

50f33

Contract No _______

Supervisors employees and agents from and against any and all claims losses damages liabilities and expenses including but not limited to attorneys fees arising out of or resulting from the performance of services wIder this Agreement provided that any such claim loss damage liability or expense is attributable to bodily injury sickness disease death or to injury to or destruction ofproperty including the loss therefrom or to any violation of federal state or mWIicipallaw or regulation which arises out of or is any way cOlmected with the performance of this agreement (collectively Liabilities) except where such Liabilities are caused solely by the negligence or willful misconduct of any indemnitee The County may participate in the defense of any such claim without relieving Contractor of any obligation hereunder

hI the event that Contractor or any employee agent or subcontractor ofContractor providing services under this Agreement is determined by a court ofcompetent jurisdiction or the Alameda County Employees Retirement Association (ACERA) or California Public Employees Retirement System (PERS) to be eligible for enrollment in ACERA and PERS as an employee ofCounty Contractor shall indemnity defend and hold harmless County for the payment of any employee andor employer contributions for ACERA and PERS benefits on behalf of Contractor or its employees agents or subcontractors as well as for the payment ofany penalties and interest on such contributions which would otherwise be the responsibility of County

3 INSURANCE AND BOND Contractor shall at all times during the term of the Agreement with the County maintain in force those insurance policies and bonds as designated in the attached Exhibit C and will comply with all those requirements as stated therein

4 PREVAILING WAGES Pursuant to Labor Code SectiollS 1770 et seq Contractor shall pay to persollS performing labor in and about Work provided for in Contract not less than the general prevailing rate ofper diem wages for work ofa similar character in the locality in which the Work is performed and not less than the general prevailing rate ofper diem wages for legal holiday and overtime work in said locality which per diem wages shall not be less than the stipulated rates contained in a schedule thereof which has been ascertained and determined by the Director of the State Department ofIndustrial RelatiollS to be the general prevailing rate ofper diem wages for each craft or type ofworkman or mechanic needed to execute this contract

5 WORKERS COMPENSATION Contractor shall provide Workers Compensation insurance as applicable at Contractors own cost and expense and further neither the Contractor nor its carrier shall be entitled to recover from County any costs settlements or expenses of Workers Compensation claims arising out of this Agreement

60f33

Conti-act No _______

6 CONFORMITY WITH LAW AND SAFETY

a In perfonning services under this Agreement Contractor shall observe and comply with all applicable laws ordinauces codes and regulations of governmental agencies including federal state municipal aud local governing bodies having jurisdiction over the scope of services including all applicable provisions of the California Occupational Safety aud Health Act Contractor shall indemnifY aud hold County harmless from auy aud all liability fines penalties and consequences from any of Contractors failures to comply with such laws ordinauces codes and regulations

b Accidents Ifa death serious personal injury or substantial property damage occurs in connection with Contractors performauce of this Agreement Contractor shall immediately notify the Alameda County Risk Mauagers Office by telephone Contractor shall promptly submit to County a written report in such form as may be required by COWIty of all accidents which occur in connection with this Agreement This report must include the following information (1) name aud address of the injured or deceased person(s) (2) name aud address of Contractors sub-Contractor if auy (3) name aud address of Contractors liability insurauce carrier aud (4) a detailed description of the accident aud whether auy of Countys equipment tools material or staff were involved

c Contractor further agrees to take all reasonable steps to preserve all physical evidence and information which may be relevant to the circumstauces surrounding a potential claim while maintaining public safety aud to graut to the County the opportunity to review aud inspect such evidence including the scene of the accident

7 DEBARMENT AND SUSPENSION CERTIFICATION (Applicable to all agreements funded in part or whole with federal funds and contracts over $25000)

a By signing this agreement aud Exhibit D Debarment and Suspension Certification ContractorGrantee agrees to comply with applicable federal suspension aud debannent regulations including but not limited to 7 Code of Federal Regulations (CFR) 301635 28 CFR 663529 CFR 973534 CFR 803545 CFR 9235 aud Executive Order 12549_

b By signing this agreement Contractor certifies to the best of its knowledge aud belief that it aud its principals

70f33

Contract No _______

(1) Are not presently debarreeL suspended proposed for debannent declared ineligible or voluntary excluded by any federal department or agency

(2) Shall not knowingly enter into any covered transaction with a person who is proposed for debannent under federal regulations debarreeL suspendeeL declared ineligible or voluntarily excluded from participation in such transaction

8 PAYMENT For services performed in accordance with this Agreement payment shall be made to Contractor as provided ill Exhibit B hereto

9 TRA VEL EXPENSES Contractor shall not be allowed or paid travel expenses unless set forth in this Agreement

10 TAXES Payment of all applicable federal state and local taxes shall be the sole responsibility of the Contractor

11 OWNERSHIP OF DOCUMENTS Contractor hereby assigns to the County and its assignees all copyright and other use rights in any and all proposals plans specification designs drawings sketches renderings models reports and related documents (including computerized or electronic copies) respecting in any way the subject matter of this Agreement whether prepared by the County the Contractor the Contractors sub-Contractors or third parties at the request of the Contractor (collectively Documents and Materials) This explicitly includes the electronic copies of all above stated documentation

Contractor also hereby assigns to the County and its assignees all copyright and other use rights in any Documents and Materials including electronic copies stored in Contractors Information System respecting in any way the subject matter of this Agreement

Contractor shall be permitted to retain copies including reproducible copies and computerized copies of said Documents and Materials Contractor agrees to take such further steps as may be reasonably requested by County to implement the aforesaid assignment Iffor any reason said assignment is not effective Contractor hereby grants the County and any assignee of the County an express royalty - free license to retain and use said Documents and Materials The COWltyS rights Wider this paragraph shall apply regardless of the degree of completion of the Documents and Materials and whether or not Contractors services as set forth in Exhibit A of this Agreement have been fully performed or paid for

80f33

Contract No _______

In Contractors contracts with other Contractors Contractor shall expressly obligate its Sub-Contractors to grant the County the aforesaid assignment and license rights as to that Contractors Documents and Materials Contractor agrees to defend indemnifY and hold the County hannless from any damage caused by a failure of the Contractor to obtain such rights from its Contractors andor SubshyContractors

Contractor shall pay all royalties and license fees which may be due for any patented or copyrighted materials methods or systems selected by the Contractor and incorporated into the work as set forth in Exhibit bullbullA and shall defend indemnifY and hold the County hannless from any claims for infringement of patent or copyright arising out of such selection The Countys rights under this Paragraph II shall not extend to any computer software used to create such Documents and Materials

12 CONFLICT OF INTEREST CONFIDENTIALITY The Contractor covenants that it presently has no interest and shall not have any interest direct or indirect which would conflict in any manner with the performance of services required under this Agreement Without limitation Contractor represents to and agrees with the County that Contractor has no present and will have no future conflict of interest between providing the County services hereunder and any other person or entity (including but not limited to any federal or state wildlife environmental or regulatory agency) which has any interest adverse or potentially adverse to the County as determined in the reasonable judgment of the Board of Supervisors of the County

The Contractor agrees that any information whether proprietary or not made known to or discovered by it during the performance ofor in connection with this Agreement for the County will be kept confidential and not be disclosed to any other person The Contractor agrees to immediately notifY the County by notices provided in accordance with Paragraph 13 of this Agreement if it is requested to disclose any information made known to or discovered by it during the perfOlmance of or in connection with this Agreement These conflict of interest and future service provisions and limitations shall remain fully effective five (5) years after termination of services to the County hereunder

13 NOTICES Alll1otices requests demands or other communications under this Agreement shall be in writing Notices shall be given for all purposes as follows

Personal delivery When personally delivered to the recipient notices are effective on delivery

First Class Mail When mailed first class to the last address of the recipient known to the party giving notice notice is effective three (3) mail delivery days

9 of 33

Contract No _______

after deposit in a United States Postal Service office or mailbox Certified Mail When mailed certified mail return receipt requested notice is effective on receipt if delivery is confirmed by a retun receipt

Overnight Delivery When delivered by overnight delivery (Federal ExpressAirbomelUnited Parcel ServicelDHL WorldWide Express) with charges prepaid or charged to the senders account notice is effective on delivery if delivery is colrlinned by the delivery service Telex or facsimile transmission When sent by telex or facsimile to the last telex or facsimile number of the recipient known to the party giving notice notice is effective on receipt provided that (a) a duplicate copy ofthe notice is promptly given by first-class or certified mail or by overnight delivery or (b) the receiving party delivers a written confirmation of receipt Any notice given by telex or facsimile shall be deemed received on the next business day if it is received after 500 pm (recipients time) or on a non-business day

Addresses for purpose of giving notice are as follows

To County COUNTY OF ALAMEDA Alameda County Social Services Agency 2000 San Pablo Ave 4th floor Oakland CA 94612 Attn Don Edwards (Assistant Agency Director)

To Contractor hlternational Business Machines (IBM) 256 Bomlie Sue Drive Villa Rica GA 30180 Attn Philip Davis (Education Account Executive Business Analytics)

Any correctly addressed notice that is refused wIclaimed or undeliverable because of an act or omission of the party to be notified shall be deemed effective as of the first date that said notice was refused unclaimed or deemed undeliverable by the postal authorities messenger or overnight delivery service

Any party may change its address or telex or facsimile number by giving the other party notice of the change in any manner permitted by this Agreement

14 USE OF COUNTY PROPERTY Contractor shall not use COWIty property (including equipment instruments and supplies) or persollnel for any purpose other than in the performance ofhislher obligations WIder this Agreement

15 EQUAL EMPLOYMENT OPPORTUNITY PRACTICES PROVISIONS Contractor assures that helshelit will comply with Title VII of the Civil Rights Act

100f33

Contract No _______

of 1964 and that no person shaJL on the grounds ofrace creed color disability sex sexual orientation national origin age religion Vietnam era Veterans status political affiliation or any other non-merit factor be excluded from participation in be denied the benefits of or be otherwise subjected to discrimination wlder this Agreement

a Contractor shall in all solicitations or advertisements for applicants for employment placed as a result of this Agreement state that it is an Equal Opportunity Employer or that all qualified applicants will receive consideration for employment without regard to their race creed color disability sex sexual orientation national origin age religion Vietnam era Veterans status political affiliation or any other non-merit factor

b Contractor shall if requested to so do by the County certify that it has not in the performance of this Agreement discriminated against applicants or employees because of their race creed color disability sex sexual orientation national origin age religion Vietnam era Veterans status political affHiation or any other non-merit factor

c If requested to do so by the COWlty Contractor shall provide the COWlty with access to copies of all of its records pertaining or relating to its employment practices except to the extent such records or portions of such records are confidential or privileged wlder state or federal law

d Contractor shall recruit vigorously and encourage minority - and womenshyowned businesses to bid its subcontracts

e Nothing contained in this Agreement shall be construed in any manner so as to require or permit allY act which is prohibited by law

f The Contractor shall include the provisions set forth ill paragraphs A through E (above) in each of its subcontracts

16 DRUG-FREE WORKPLACE Contractor and Contractors employees shall comply with the Countys policy ofmaintaining a drug-free workplace Neither Contractor nor Contractors employees shall unlawfully manufacture distribute dispense possess or use controlled substances as defined in 21 US Code sect 812 including but not limited to marijuana heroin cocaine and amphetamines at any County facility or work site If Contractor or any employee of Contractor is convicted or pleads nolo contendere to a criminal drug statute violation occurring at a COWlty facility or work site the Contractor within five days thereafter shall notifY the head of the County departmentagency for which the contract services are performed Violation of this provision shall constitute a material breach of this Agreement

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Contract No _______

17 AUDITS ACCESS TO RECORDS The Contractor shall make available to the County its authorized agents officers or employees for examination any and all ledgers books of accounts invoices vouchers cancelled checks and other records or documents evidencing or relating to the expenditures and disbursements charged to the County and shall furnish to the County its authorized agents officers or employees such other evidence or information as the County may require with regard to any such expenditure or disbursement charged by the Contractor

The Contractor shall maintain full and adequate records in accordance with County requirements to show the actual costs incurred by the Contractor in the performance of this Agreement If such books and records are not kept and maintained by Contractor within the Cotmty ofAlameda California Contractor shall upon request of the County make such books and records available to the County for inspection at a location within County or Contractor shall pay to the County the reasonable and necessary costs incurred by the County in inspecting Contractors books and records including but not limited to travel lodging and subsistence costs Contractor shall provide such assistance as may be reasonably required in the course of such inspection The County further reserves the right to examine and reexamine said books records and data during the three (3) year period following termination of this Agreement or completion of all work herewlder as evidenced in writing by the County and the Contractor shall in no event dispose of destroy alter or mutilate said books records accounts and data in any manner whatsoever for three (3) years after the County makes the fmal or last payment or within three (3) years after any pending issues between the County and Contractor with respect to this Agreement are closed whichever is later

18 DOCUMENTS AND MATERIALS Contractor shall maintain and make available to County for its inspection and use during the term of this Agreement all Documents and Materials as defmed in Paragraph 11 of this Agreement Contractors obligations WIder the preceding sentence shall continue for three (3) years following termination or expiration of this Agreement or the completion of all work hereunder (as evidenced in writing by County) and Contractor shall in no event dispose of destroy alter or mutilate said Documents and Materials for three (3) years following the Countys last payment to Contractor under this Agreement

19 TIME OF ESSENCE Time is of the essence in respect to all provisions of this Agreement that specify a time for performance provided however that the foregoing shall not be construed to limit or deprive a party ofthe benefits of any grace or use period allowed in this Agreement

20 TERMINATION The County has and reserves the right to suspend terminate or abandon the execution of any work by the Contractor without cause at any time upon giving to the Contractor prior written notice In the event that the County

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should abandol terminate or suspend the Contractors work the Contractor shall be entitled to payment for services provided hereunder prior to the effective date of said suspensiol termination or abandonment Said payment shall be computed in accordance with Exhibit B hereto provided that the maximum amount payable to Contractor for its ffiM Education Pack Services shall not exceed $14994000 payment for services provided hereunder prior to the effective date of said suspensiol termination or abandonment

21 SMALL LOCAL AND EMERGING BUSINESS (SLEB) PARTICIPATION

Contractor has been approved by County to participate in contract without SLEB participation (Waiver F308A attached) As a result there is no requirement to subcontract with another business in order to satisfy the Countys Small and Emerging Locally owned Business provision

However if circumstances or the terms of the contract should change Contractor may be required to immediately comply with the Countys Small and Emerging Local Business provisions including but not limited to

a Contractor must be a certified small or emerging local business( es) or subcontract a minimum 20 with a certified small or emerging local business(es)

b SLEB subcontractor(s) is independently owned and operated (ie is not owned or operated in any way by Prime) nor do any employees of either entity work for the other

c Small andor Emerging Local Business participation and current SLEB certification status must be maintained for the term of the contract Contractor shall ensure that their own certification status andor that of participating subcontractors (as is applicable) are maintained in compliance with the SLEB Program

d Contractor shall not substitute or add any small andor emerging local business( s) listed in this agreement without prior written approval from the County Said requests to substitute or add a small andor emerging local business shall be submitted in writing to the County department contract representative identified under Item 13 above Contractor will not be able to substitute the subcontractor without prior written approval from the Alameda County Auditor Controller Agency Office of Contract Compliance (OCC)

e All SLEB participatiol except for SLEB prime contractor must be tracked and monitored utilizing the Elation compliance System

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COWIty will be WIder no obligation to pay contractor for the percent committed to a SLEB (whether SLEB is a prime or subcontractor) if the work is not performed by the listed small andor emerging local business

For further information regarding the Small Local Emerging Business participation requirements and utilization of the Alameda COWlty Contract Compliance System contact the COWIty Auditor- Controllers Office ofContract Compliance (OCC) located at 1221 Oak St Rm 249 Oakland CA 94612 at Tel (510) 891-5500 Fax (510) 272-6502 or via E-mail at ACSLEBcomplianceacgovorg

c

22 FIRST SOURCE PROGRAM For contracts over $100000 Contractor shall provide COWIty ten (10) working days to refer to Contractor potential candidates to be considered by Contractor to fill any new or vacant positions that are necessary to fulfill their contractual obligations to the COWIty that Contractor has available during the contract term before advertising to the general public

23 CHOICE OF LAW This Agreement shall be governed by the laws of the State of California

24 WAIVER No waiver of a breach failure of any condition or any right or remedy contained in or granted by the provisions of this Agreement shall be effective wuess it is in writing and signed by the party waiving the breach failure right or remedy No waiver of any breach failure right or remedy shall be deemed a waiver of any other breach failure right or remedy whether or not similar nor shall any waiver constitute a continuing waiver unless the writing so specifies

25 ENTIRE AGREEMENT This Agreement including all attachments exhibits and any other documents specifically incorporated into this Agreement shall constitute the entire agreement between COWIty and Contractor relating to the subject matter of this Agreement As used herein Agreement refers to and includes any documents incorporated herein by reference and any exhibits or attachments This Agreement supersedes and merges all previous WIderstandings and all other agreements written or oral between the parties and sets forth the entire WIderstanding of the parties regarding the subject matter thereof The Agreement may not be modified except by a written document signed by both parties

26 HEADINGS herein are for convenience of reference Oluy and shall in no way affect interpretation of the Agreement

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27 ADVERTISING OR PUBLICITY Contractor shall not use the name OfCOWIty its officers directors employees or agents in advertising or publicity releases or otherwise without securing the prior written consent of COWIty in each instance

28 MODIFICATION OF AGREEMENT This Agreement may be supplemented amended or modified only by the mutual agreement of the parties No supplement amendment or modification of this Agreement shall be binding wuess it is in writing and signed by authorized representatives of both parties

29 ASSURANCE OF PERFORMANCE If at any time County believes Contractor may not be adequately performing its obligations under this Agreement or that Contractor may fail to complete the Services as required by this Agreement COWIty may request from Contractor prompt written assurances of performance and a written plan acceptable to County to correct the observed deficiencies in Contractors performance Contractor shall provide such written assurances and written plan within ten (10) calendar days of its receipt of Countys request and shall thereafter diligently commence and fully perform such written plan Contractor acknowledges and agrees that any failure to provide such written assurances and written plan within the required time is a material breach under this Agreement

30 SUBCONTRACTINGASSIGNMENT Contractor shall not subcontract assign or delegate any portion of this Agreement or any duties or obligations hereunder without the Countys prior written approval

a Neither party shall on the basis ofthis Agreement contract on behalf ofor in the name of the other party Any agreement that violates this Section shall confer no rights on any party and shall be null and void

b Contractor shall use the subcontractors identified in Exhibit A and shall not substitute subcontractors without Countys prior written approval

c Contractor shall remain fully responsible for compliance by its subcontractors with all the terms ofthis Agreement regardless of the terms of any agreement between Contractor and its subcontractors

31 SURVIVAL The obligations of this Agreement which by their nature would continue beyond the termination on expiration of the Agreement including without limitation the obligations regarding Indemnification (Paragraph 2) Ownership of Documents (Paragraph 11) and Conflict of Interest (Paragraph 12) shall survive termination or expiration

32 SEVERABILITY If a court of competent jurisdiction holds any provision of this Agreement to be illegal unenforceable or invalid in whole or in part for any

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reason the validity and enforceability of the remaining provisions or portions of them will not be affecteltL unless an essential purpose ofthis Agreement would be defeated by the loss ofthe illegal mlenforceable or invalid provision

33 PATENT AND COPYRIGHT INDEMNITY Contractor represents that it knows ofno allegations claims or threatened claims that the materials services hardware or software (Contractor Products) provided to ComIty under this Agreement infringe any patent copyright or other proprietary right Contractor shall defenltL indemnify and hold harmless ComIty of from and against all losses claims damages liabilities costs expenses and amounts (collectively Losses) arising out of or in connection with an assertion that any Contractor Products or the use thereof infringe any patent copyright or other proprietary right of any third party ComIty will ( 1) notify Contractor promptly of such claim suit or assertion (2) permit Contractor to defend compromise or settle the claim anltL (3) provide on a reasonable basis information to enable Contractor to do so Contractor shall not agree without Countys prior written consent to any settlement which would require County to pay money or perform some affirmative act in order to continue using the Contractor Products

a If Contractor is obligated to defend County pursuant to this Section 33 and fails to do so after reasonable notice from County County may defend itself andor settle such proceeding and Contractor shall pay to ComIty any and all losses damages and expenses (including attorneys fees and costs) incurred in relationship with ComItys defense andor settlement of such proceeding

b hI the case of any such claim of infringement Contractor shall either at its option (1) procure for ComIty the right to continue using the Contractor Products or (2) replace or modify the Contractor Products so that that they become non-infringing but equivalent in functionality and performance

c Notwithstanding this Section 33 ComIty retains the right and ability to defend itself at its own expense against any claims that Contractor Products infringe any patent copyright or other intellectual property right

34 OTHER AGENCIES Other tax supported agencies within the State of California who have not contracted for their own requirements may desire to participate in this contract The Contractor is requested to service these agencies and will be given the opportunity to accept or reject the additional requirements If the Contractor elects to supply other agencies orders will be placed directly by the agency and payments made directly by the agency

35 EXTENSION This agreement may be extended for two additional one year terms by mutual agreement of the ComIty and the Contractor

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36 SIGNATORY By signing this agreement signatory warrants and represents that heshe executed this Agreement ill hislher authorized capacity and that by hislher signature on this Agreement heshe or the entity upon behalf of which heshe acted executed this Agreement

[END OF GENERAL TERMS AND CONDITIONS]

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ADDITIONAL PROVISIONS

1 Exhibit E COUNTY OF ALAMEDA CONTRACT COMPLIANCE REPORTING REQUIREMENTS - Not applicable Federal Grant Funds SLEB Waiver approved F308A (attached) Waiver of county competitive bidding requirement approved by GSA (Attached copy of the GSA memo dated on 125111)

2 The IBM Education Pack -online account Program is subject to the terms and conditions of the IBM Agreement for Courses and Education Materials which can be found by accessing the IBM Web site via ibmcomltraininglustermshtmL

3 US County Government Alameda County Social Services Agency Only For US County Government Alameda County Social Services Agency ordering from the IBM GSA IT Schedule Contract Number GS-35F-4984H The terms and conditions of the GSA IT Schedule Contract apply and may be viewed at wwwibmcomleasyaccessgsa

For US County Government Alameda County Social Services Agency placing orders other than via the GSA IT Schedule Contract Terms and conditions equivalent to those contained in IBMs current GSA IT Schedule Contract apply Terms of IBMs current GSA IT Schedule Contract prevail in the event of a conflict with the commercial terms

The following General Terms and Agreement shan be modified as follows

4 Section 1 is amended and restated in its entirety as follows

INDEPENDENT CONTRACTOR No relationship of employer and employee is created by this Agreement it being understood and agreed that Contractor is an independent contractor Contractor is not the agent or employee of the County in any capacity whatsoever and County shall not be liable for any acts or omissions by Contractor nor for any obligations or ~iabilities incurred by Contractor

Contractor shall have no claim under this Agreement or otherwise for seniority vacation time vacation pay sick leave personal time off overtime health insurance medical care hospital care retirement benefits social security disability Workers Compensation or unemployment insurance benefits civil service protection or employee benefits of any kind

Contractor shall be solely liable for and obligated to pay directly all applicable payroll taxes (including federal and state income taxes) or contributions for unemployment insurance or old age pensions or annuities which are imposed by any governmental entity in connection with the labor used or which are measured by wages salaries or other remuneration paid to its officers agents or employees

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In carrying out the work contemplated herein Contractor shall comply with all applicable federal and state workers compensation and liability laws and regulations with respect to the officers agents andor employees conducting and participating in the work and agrees that such officers agents andor employees will be considered as independent contractors and shall not be treated or considered in any way as officers agents andor employees of County

Contractor does by this Agreement agree to perfonn hislher said work and functions at all times in accordance with currently approved methods and practices in hislher field and that the sole interest of County is to insure that said service shall be perfonned and rendered in accordance with the Agreement

Notwithstanding the foregoing if the County detennines that pursuant to state and federal law Contractor is an employee for purposes of income tax withholding County may upon two weeks notice to Contractor withhold from payments to Contractor hereunder federal and state income taxes and pay said sums to the federal and state governments

5 Section 2 is amended and restated in its entirety as follows

INDEfYINIFICATION Contractor shall hold hannless and indemnifY the County of Alameda by defending the County of Alameda its Board of Supervisors employees and agents from and against any and all third party claims for damages on account of bodily injury (including death) or damage to real property or tangible personal property for which Contractor is legally liable to that third party and pay all costs damages and attorneys fees that a court finally awards or that are included in a settlement approved by Contractor provided that the County shall promptly notifY Contractor in writing of the claim and allow Contractor to control the defense and will cooperate with the Contractor in the defense and any related settlement negotiations The County may participate in the defense of any such claim at its own expense without relieving Contractor of any obligation hereunder

6 Section 6(a) is amended and restated in its entirety as follows

CONFORMITY WITH LAW AND SAFETY

a In perfonning services under this Agreement Contractor shall observe and comply with all laws ordinances codes and regulations of governmental agencies including federal state municipal and local governing bodies applicable to Contractor as a provider of infonnation technology products and services including all applicable provisions of the California Occupational Safety and Health Act

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7 Section 10 is amended and restated in its entirety as follows

TAXES Payment of all applicable federal state and local taxes excluding those based on Contractors net income shall be the sole responsibility of the County unless proper exemption documentation is provided to the Contractor

8 Section 11 is amended and restated in its entirety as follows

OWNERSHIP OF DOCUMENTS Ownership of any Materials provided under this Agreement shall be as provided for in the Additional Provisions

9 Section 12 is amended and restated in its entirety as follows

CONFLICT OF INTEREST CONFIDENTIALITY The Contractor covenants that to the best of its knowledge and belief it presently has no interest and shall not have any interest direct or indirect which would conflict in any manner with the performance of services required under this Agreement Without limitation Contractor represents to and agrees with the County that Contractor has no present and will have no future conflict of interest between providing the County services hereunder and any other person or entity (including but not limited to any federal or state wildlife environmental or regulatory agency) which has any interest adverse or potentially adverse to the County as determined in the reasonable judgment of the Board of Supervisors of the County

10 Section 15( c) is amended and restated in its entirety as follows

c If requested to do so by the County Contractor shall provide the County with access to copies of all of its records pertaining or relating to its employment practices except to the extent such records or portions of such records are confidential or privileged under state or federal law andor in accordance with Contractors policies andor procedures

11 Section 16 is amended and restated in its entirety as follows

DRUG-FREE WORKPLACE Contractor and Contractors employees shall comply with the Countys policy ofmaintaining a drug-free workplace Neither Contractor nor Contractors employees shall unlawfully manufacture distribute dispense possess or use controlled substances as defined in 21 US Code sect 812 including but not limited to marijuana heroin cocaine and amphetamines at any County facility or work site If Contractor or any employee of Contractor is convicted or pleads nolo contendere to a criminal drug statute violation occurring at a County facility or work site the Contractor within five days thereafter shall notify the head of the County departmentagency for which the contract services are performed

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12 Section 17 is amended and restated in its entirety as follows

AUDITS ACCESS TO RECORDS The Contractor shall make available to the County its authorized agents officers or employees for examination any and all project records evidencing or relating to the expenditures and disbursements charged to the County and shall furnish to the County its authorized agents officers or employees such other evidence or information as the County may require with regard to any such expenditure or disbursement charged by the Contractor

If such project records are not kept and maintained by Contractor within the County of Alameda California Contractor shall upon request of the County makesuch project records available to the County for inspection at a location within County Contractor shall provide such assistance as may be reasonably required in the course of such inspection The County further reserves the right to examine and reexamine said project records during the three (3) year period following termination of this Agreement or completion of all work hereunder and the Contractor shall in no event dispose of destroy alter or mutilate said project records whatsoever for three (3) years after the County makes the final or last payment or within three (3) years after any pending issues between the County and Contractor with respect to this Agreement are closed whichever is later Notwithstanding anything else contained herein as in regards to this project in no event shall Contractor provide any confidential financial information including but not limited to cost or pricing methodologies overheads profit margins internal audit results or employee records

13 Section 18 is deleted in its entirety

14 Section 20 is amended and restated in its entirety as follows

TERMINATION The County has and reserves the right to terminate or abandon the execution of any work by the Contractor without cause at any time upon giving to the Contractor thirty (30) days prior written notice In the event that the County should terminate the Contractors work the Contractor shall be entitled to payment for services provided hereunder prior to the effective date of said termination Said payment shall be computed in accordance with Exhibit B hereto provided that the maximum amount payable to Contractor for its IBM Education Pack Services shall not exceed $14994000 payment for services provided hereunder prior to the effective date of said termination

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15 Section 22 is deleted in its entirety IBM does not anticipate any hiring with this education effort based upon IBMs global HR policies and procedures

16 Section 30 is amended and restated in its entirety as follows

SUBCONTRACTINGASSIGNMENT Contractor shall not subcontract assign or delegate any portion of this Agreement or any duties or obligations hereunder without providing the County with prior written notification

a Neither party shall on the basis of this Agreement contract on behalf of or in the name of the other party Any agreement that violates this Section shall confer no rights on any party and shall be null and void

b Contractor shall remain fully responsible for compliance by its subcontractors with all the terms of this Agreement in the performance of the services by such subcontractors regardless of the terms of any agreement between Contractor and its subcontractors

17 Section 33 PATENT AND COpy INDEMNITY is deleted in its entirety and will be governed by the terms and conditions as stated in APPENDIX A IBM Education Pack online account

County Counsel Signature ~ b ~)lto

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EXIDBITA DEFINITION OF SERVICES

Project IBM Education Pack - online account

Service The contractor will set up an IBM Education Pack - online account for Alameda County Social Services Agency A total value offering of $17640000 to be placed immediately in the IBM Education Pack - online account for a price of$14994000

bull Alameda County Social Services Agency will use the IBM Education Pack - online account discounted dollars to purchase IBM Training public and private courses IBM Technical Conferences designated by IBM Training and offered in the United States IBM Training self paced virtual classes at the regular retail price in effect at the time ofeach such purchase The account is available for use to train any employee of the Alameda County Social Services Agency These dollars can not be used in combination with any other discounts promotions or separately negotiated special rates (Refer to Appendix A - IBM Education Pack -online account Terms and Conditions)

bull IBM will invoice Alameda County Social Services Agency upon signing ofthis Agreement Information will be supplied identifying a user id and password for monitoring the online account Invoices are due in accordance with Exhibit B

bull This account is valid for twelve (12) months from the date it is first activated on 31112 The requested start date may be no later than sixty (60) days from the signing ofthis Agreement Any remaining balance at the end oftwelve (12) months will expire and is non-refundable

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APPENDIX A

IBM Education Pack -online account

Terms and conditions

Alameda County Social Services Agency is entitled to the discounting as described below

IBM Education Pack -online account -general terms and conditions

The ffiM Education Pack -online account is an electronic account you fund with training dollars to be used for ffiM Training offerings The account offers two options for funding which are $100 increments and preset amounts

Precision paymentplan with flexible levels in $JOO increments Value of 5100 increments Your Savings USD 52500 -59900 25-99 0010 USD 510000 -524~00 100 -249 5 USD 525000 -549900 250 -499 10010 USD 550000 -599~00 500 -999 11 USD 5100000 + 1000+ 12

Pre-set amOlmts are available in packages Value Your Price Your Savings USD52500 USD $2500 0010 USD 510000 USD $9500 5 USD525OOO USD22500 10 USDS50000 USD $44500 11 USD 5100000 USD $88000 12

1 The ffiM Education Pack -online account training dollars are valid for 12 months and are nonshyrefundable The ffiM Education Pack -online account can be used by one or more individuals in your organization

2 The ffiM Education Pack online account is valid for 12 months and extensions are prohibited 3 The activation date for the ffiM Education Pack -online account is the date ffiM Training receives the

application and billing information unless an alternate activation date is requested at the time the application is submitted An activation date of up to 60 days from the date of the application may be selected if indicated on the initial order form

4 The ffiM Education Pack -online account can be used for ffiM public courses private on-site courses instructor mentoring and most conferences designated by ffiM Training and offered in the US The ffiM Education Pack -online account may also be used for most ffiM e-Iearning designated by ffiM Training When using the ffiM Education Pack -online account to pay for a private onsite class you may use the training dollar vouchers for the class tuition instructor travel and living equipment and classroom rentals if applicable

5 When using the ffiM Education Pack online account to pay for a conference the funds may be used for conference tuition and some associated education sessions designated by ffiM Training

6 The ffiM Education Pack - online account cannot be used for classes or conferences which occur beyond the expiration date of the account funds The funds must be valid on the first day of the class or

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conference regardless of the date ofyour enrollment 7 Certain IBM Training courses may be excluded from this program To determine which IBM Training

courses are eligible for the program and which are excluded access our online catalog via the World Wide Web at ibncQmtrainingus to view IBM Training public course descriptions and conference scheduJes or contact 1800-IBM-TEACH (1-800-426-8322)

8 You must enroll in each individual course or conference prior to attending All enrollments in courses or conferences are subject to availability Enrollments and purchases must be guaranteed by an alternate method ofpayment You must check the IBM Education Pack online account box on the enrollment form Ifyou enroll by phone you must indicate you are using IBM Education Pack - online account funds to properly flag your enrollment record

9 To use your IBM Education Pack -online account funds you must debit your account PRIOR to the start ofthe course or conference by creating a voucher and submitting it online Each account voucher must be completed with Alameda County Social Services Agency number Alameda County Social Services Agency name and offering identification You must create a unique voucher for each individual enrollment or offering you purchase

10 The purchase of an IBM Education Pack -online account does not guarantee that a class will be held in a specific location

11 Ifyour enrollment status changes due to any cancellations you must access your IBM Education Pack online account and void applicable vouchers to return unused funds to your account balance The IBM Education Pack online account will not automatically update

12 The IBM Education Pack -online account is password protected IBM Training is not responsible for the misuse ofIBM Education Pack -online accounts

B Once the IBM Education Pack -online account is debited by creating a voucher for the offering your invoice will be credited for the value submitted up to 100010 of the course or conference tuition or other valid offering purchased If the amount of the created voucher from the IBM Education Pack-online account does not cover the entire tuition of the eligible IBM Training offering you will be billed the difference Ifyour IBM Education Pack -online account is not debited a bill for the offering will be sent

14 IBM Education Pack -online account cannot be used to pay for offerings that have already been billed or applied to previously taken courses

15 Once the IBM Education Pack -online account has been debited training dollars cannot be reapplied to the IBM Education Pack -online account

16 IBM Education Pack -online account training dollars cannot be combined with any other discounts offers programs coupons or promotions

17 IBM Education Pack -online account training dollars cannot be used to purchase additional IBM Education Packs -online accounts or other discount offerings

18 The No-Show and Cancellation policies apply and a bill for the full course or conference tuition will be sent if a student fails to attend or to cancel within the required period for a course or conference To use IBM Education Pack -online account training dollars to pay a No-Show or late cancellation bill send an e-mail to edpack(ZVusibmcom for processing instructions

19 IBM Education Pack -online account cannot be used to pay for IBM Training services engagements 20 Prices ofthis program and eligible offerings are subject to change without notice 21 Course and conference schedules are subject to change without notice 22 The IBM Education Pack -online account can only be resold by authorized IBM Business Partners

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Terms and conditions

IBM agreementor courses and education nuderitds

CUITent as of 01 Jan 2011

The following terms apply to I) enrollment in classes offered by ffiM and 2) orders for ffiMs education materials These tenus along with any applicable license agreement are the complete agreement between us regarding the courses or education materials we provide and replace any prior oral or written communications between us Attendance at a class or your use of any education materials constitutes your agreement to these tenus and conditions Occasionally we have offerings with additional or different terms and conditions If so we will provide those terms and conditions to you For example conference tenus and conditions are outlined in the conference registration section of the conference website or in the conference brochure for the event

Coulses and education mateais

We list our generally available courses and education materials in various IDM Catalogs ofEducation (Catalog) which we publish from time to time We may add or withdraw courses and education materials at any time without notice

Scheduling dasses

We will specify the dates of public classes Private or on-site classes will be scheduled by mutual agreement We may cancel any scheduled class on notice If we cancel a class for which you have prepaid we will refund the price you paid

Accommodations for students with disabilities

IDM locations are accessible for students with disabilities If reasonable accommodations are required for an individual with a disability please advise IDM of the accommodations in advance

Pces and payment

Prices for public classes will be those in effect on the date the class begins Prices include the use of required education materials and machines They do not include taxes or student travel and living expenses IDM reserves the right to increase prices at any time without prior notification Prices for private or on-site classes will be established based on your requirements Additional charges may apply such as instructor travel and living expenses facilities and remote lab support You agree to pay amounts due including applicable taxes and any late payment fees as we specify in the invoice Conference cancellation charges will be specified on the conference website or in the conference brochure for the event

Cancellation charges

Effective January 1 2011

You will be charged the full price of a public class ifyou do not cancel or reschedule your enrollment at least fourteen calendar days prior to the scheduled start date or ifyou do not show up for the class

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However you may cancel your class enrollment at any time within the three days following your initial or any rescheduled enrollment date without charge

Ifyou cancel a private or on-site class within seven calendar days prior to the scheduled start date you will be billed the full price ofthe class ifyou cancel between eight and fifteen calendar days prior to the scheduled start date you will be billed 25 of the full price and ifyou cancel between sixteen and twentyshyone calendar days prior to the scheduled start date you will be billed lOO of the full price Cancellation of a private or on-site class more than twenty-one calendar days prior to the scheduled start date may be made without charge

Conference cancellation charges will be specified on the conference Web site or in the conference brochure for the event

Self-Paced Virtual Oasses and Web-Based Training Classes

You may not cancel once you submit an order for a Self-Paced Virtual Class or a Web-Based Training Class Once you submit the order you are responsible to pay the entire course price

Online Enrollment Before you submit your order review the machine requirements listed in the course description to ensure that your system meets the minimum requirements for this course After you submit the on-line order form you should receive a confirmation e-mail with communication about your ID and password and additional instructions to start the course You are billed for the course when you submit the order form

Once you receive your ID and Password you will be given a period of time to complete the course Please refer to the course description for specifics regarding your registered course ONCE YOU SUBMIT YOUR ORDER WE WILL NOT BE ABLE TO CANCEL THE ORDER

Patents and copyrights

Ifa third party claims that the education materials we provide to you infringe that partys patent or copyright we will defend you against that claim at our expense and pay all costs damages and attorneys fees that a court finally awards provided that you

1 promptly notify us in writing of the claim and 2 allow us to controL and cooperate with us in the defense and any related settlement negotiations

Ifsuch a claim is made or appears likely to be made you agree to permit us to enable you to continue to use the education materials or to modify or replace them Ifwe determine that none of these alternatives is reasonably available you agree to return the education materials to us on our written request We will then give you an appropriate credit for the returned materials

This is our entire ob1igation to you regarding any claim of infringement

We have no obligation regarding any claim based on your modification of education materials

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limitation of liability

Circumstances may arise where because of a default on our part or other liability you are entitled to recover damages from us In each such instance except for the payments referred to in our patent and copyright terms described above and damages for bodily injury (including death) and damage to real property and tangible personal property for which mM is legally Hable we are liable only for the charges for the class or education material that is the subject of the claim

This limit also applies to any ofour subcontractors It is the maximum for which we are collectively responsible

Items for which we are not liable Under no circumstances are we or our subcontractors liable for any of the following

] third-party claims against you for losses or damages (except as described above in the section entitled Patents and Copyrights and damages for bodily injury (including death) and damage to real property and tangible personal property for which mM is legally liable)

2 loss of or damage to your records or data or 3 special incidental or indirect damages or for any economic consequential damages (including lost

profits or savings) even ifwe are informed oftheir possibility

license

Any machine readable education materials that we provide to you will be subject to the terms and conditions ofa license agreement We will inform you of the applicable agreement

Warranty

THERE ARE NO EXPRESS WARRANTIES EXCEPT THOSE CONTAINED HEREIN OR IN ANY APPUCABLE UCENSE AGREEMENT THERE ARE NO IMPUED WARRANTIES INCLUDING BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE WE MAKE NO WARRANTY AS TO RESULTS TO BE ATTAINED BY ATTENDING OUR CLASSES OR USING OUR EDUCATION MATERIALS

Changes to this agreement

We may modifY these terms and conditions on written notice The modified terms and conditions will apply to your enrollment or order unless you cancel such enrollment or order prior to the effective date Otherwise for a change to be valid both of us must sign it Additional or different terms and conditions in any order or communication from you are void

General

bull You agree not to copy our copyrighted material without our prior written consent bull You agree not to use recording equipment in our classes without our prior written consent bull You agree not to use our trademarks trade names or other designations in any promotion or publication without our prior written consent bull You agree not to assign or otherwise transfer your rights under this Agreement without our prior

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written consent Any attempt to do so is void bull Neither of us is responsible for failure to fulfill any obligations due to causes beyond its control bull Neither ofus will bring a legal action (under this Agreement) more than two years after the cause of action arose bull Any terms of this Agreement which by their nature extend beyond its termination remain in effect until fulfilled and apply to respective successors and assignees

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EXHIBITB PAYMENT TERMS

1 The tenn ofthis Agreement is March 1 2012 through March 31 2013

2 Total payment under the tenns of this Agreement will not exceed the total amount of $14994000 This cost includes all taxes and all other charges

3 Invoices to County are due upon receipt of invoice and payable within thirty (30) days from receipt of invoice

The contractor will set up an mM Education Pack - online account for Alameda County Social Services Agency A total value offering of $1 7640000 to be placed immediately in the mM Education Pack - online account for a price of $14994000

4 Invoices will be approved by the Alameda County Social Services Agency Contract Liaison

5 Contractor shall submit invoice as required to

Alameda county Social Services Agency 2000 San Pablo Ave 4th floor

Oakland CA 94612 Attn Jerome Graham

300f33

C

EXHIBITC COUNTY OF ALAMEDA MINIMUM INSURANCE REQUIREMENTS

Wi1hout limiting MY other obligation or liabilily under this Agreement he Contractor at its sole rost and expense shall secure and keep in force he entire term of he as be he insuranre limits and endorsements

Commercial General Uability Premises Liability Products and Completed Operations Contractual

Personal and liabi B Commercial or Business Automobile Liability

All owned vehicles hired or leased vehicles non-owned borrowed and permissive uses Personal Automobile Liability is acceptable for individual contractors with no related activities Workers Compensation (WC) and Employers Uability (EL)

for all contractors with eml)Jovees

o Endorsements and Conditions

$1000000 per occurrence (CSl) Bodily Injury and Property Damage

$1000000 per occurrence (CSL) My Auto Bodily Injury and Property Damage

or disease

1 ADDmONAL INSURED All insurance required above with the exception of Personal Automobile LiabilityI Workers Compensation and Employers Liability shall be endorsed to name as additional insured County of Alameda its Board of SUpervisors the individual members thereof and all County officers agents employees and representatives

2 DURATION OF COVERAGE All required insurance shall be maintained during the entire term of the Agreement with the following exception Insurance policies and coverage(s) written on aclaims-made basis shall be maintained during the entire term of the Agreement and until 1year following expiration of the Agreemen~ as long as such coverage remains commercially available in the market place

3 REDUCTION OR UMIT OF OBLIGATION The insurance policies provided for in Aand Babove shall be primary and non contributory only with respect to liability arising out of this Agreement Pursuant to the provisions of this Agreement insurance effected or procured by the Contractor shall not reduce or limit Contractors contractual obligation to indemnify and defend the Indemnified Parties

4 INSURER ANANCIAL RAnNG Insurance shall be maintained through an insurer with aAM Best Rating of no less than AshyVlI or equivalen~ and shall be admitted to the State of California unless otherwise waived by Risk Management Acceptance of Contractors insurance by County shall not relieve or decrease the liability of Contractor hereunder My deductible or selfshyinsured retention amount or other similar obligation under the policies shall be the sole responsibility of the Contractor

S SUBCONTRACTORS Contractor shall include all subcontractors as an insured (covered party) under its policies or shall furnish separate certificates and endorsements for each subcontractor All coverages for subcontractors shall be subject to all of the requirements stated herein

6 JOINT VENTURES If Contractor is an association partnership or other joint business venture required insurance shall be provided by anyone of the following methods

- Separate insurance policies issued for each individual entity with each entity included as aNamed Insured (covered party) or at minimum named as an Additional Insured on the others policies Joint insurance program with the association partnership or other joint business venture included as a Named Insured

7 CANCELLATION OF INSURANCE Should any of the above described policies be cancelled before the expiration date thereof notice will be delivered in accordance with the policy provisions

8 CERTIACATE OF INSURANCE Before commencing operations under this Agreemen~ Contractor shall provide Certificate(s) of Insurance and applicable insurance endorsements in form and satisfactory to County evidencing that all required insurance coverage is in effect The County reserves the rights to require the Contractor to provide complete certified copies of all required insurance policies The require certificate(s) and endorsements must be sent to

- DepartmentAgency issuing the contract With acopy to the Contracts Office (2000 San Pablo Ave 4th floor Oakland CA 94612)

Certificate C-1 Form 2001-1

31of33

________________________________ _

Contract No ________

EXHIBITD

COUNTY OF ALAMEDA DEBARMENT AND SUSPENSION CERTIFICATION

(Applicable to all agreements funded in part or whole with federal funds and contracts over $25000)

The contractor under penalty of perjury certifies that except as noted below contractor its principals and any named and unnamed subcontractor

bull Is not currently under suspension debarment voluntary exclusion or

determination of ineligibility by any federal agency

bull Has not been suspended debarred voluntarily excluded or determined

ineligible by any federal agency within the past three years

bull Does not have a proposed debarment pending and

bull Has not been indicted convicted or had a civil judgment rendered against it by

a court of competent jurisdiction in any matter involving fraud or official

misconduct within the past three years

If there are any exceptions to this certification insert the exceptions in the following space

Exceptions will not necessarily result in denial of award but will be considered in determining contractor responsibility For any exception noted above indicate belOw to whom it applies initiating agency and dates of action

Notes Providing false information may result in criminal prosecution or administrative sanctions The above certification is part of the Standard Services Agreement Signing this Standard Services Agreement on the signature portion thereof shall also constitute signature of this Certification

CONTRACTOR __~~__L-

PRINCIPAL~~---ll-I-L-_o_--GlI_V__f___ TITLE~~)(UltJ~ltCJJ St(

SIGNATURE~-+-----=----____ DATEcl ~ (jJ~

32of33

Contract No _______

EXHmITE

COUNTY OF ALAMEDA CONTRACT COMPLIANCE REPORTING REQUIREMENTS

Upon receipt of signed contract documents prime contractor shall immediately enterassign subcontractors in the Syste~ confum payments received from the County within 5 business days in the Syste~ immediately enter payments made to subcontractors and ensure that subcontractors confirm they received payments within 5 business days in the System Subcontractors shall confirm their payments received from the prime contractor within 5 business days in the System

Alameda County Contract Compliance System training and ongoing support are provided at no charge to contractors and participating sub-contractors awarded a contract as a result of this bid process for this project Contractors having contracts with the County should schedule a representative from their officecompany along with each of their subcontractors to attend training The training schedule may be viewed online at httpwwwelationsyscomelatiollsysisupport lhtm or call Elation Systems at (510) 764shy1870 A special access code will be provided to contractors and subcontractors participating in this contract awarded to allow use of the System free of charge

It is the Contractors responsibility to ensure that they and their subcontractors are registered and trained as required to utilize the Alameda County Contract Compliance System Training sessions are approximately one hour and will be held periodically in a number of locations throughout Alameda COWlty

330f33

DATE MDDIYYYYCERTIFICATE OF LIABILITY INSURANCE 211012012

THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMA11ON ONLY AND CONFERS NO RIGHTS UPON TtE CERTFICATE HOLDER THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND EXTEND OR AtTER THE COVERAGE AFFORDED BY THE POUCIES BELOW THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BElWEEN THE ISSUING INSURER(S) AUTHORIZED REPRESENTATIVE OR PRODUCER AND TtE CERTIFICATE HOLDER

IMPORTANT If the certificate holder is an ADDmONAL INSURED the policy(ies) must be endorsed If SUBROGATION IS WAIVED subject to the terms and conditions ofthe policy certain policies may require an endorsement A statement on this certificate does not confer rights to the certificate holder in lieu of such enciorseme s

PROOUCER

Aon Risk Services Northeast Inc 199 Water Street New York NY 10038 Phone 8662667475 Fax 8664677847 AFFORDING COVERAGE HAIC INSURED COMPANY A ACE American Insurance Company

lnIemationaI Business -4achines Corp amp My Other Subsidiary Corp Owned 01 ConIrDlled by the Insured 1 New Orohan Road Armonk NY 10504 United Slates

INSUR

COVERAGES CERllFICATE NUMBER154795 REVISION NUMBER THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED NOTWITHSTANDING ANY REQUIREMENT TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO VllHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS EXCLUSIONS AND CONDITIONS OF SUCH POLICIES LlMrTS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS

INSR (fiUCf EFF POUCfEXPLTR TYPE OF INSURANCE POLICY NUMBER til UMITS

A GENERAL UABIUTY HDOG25529236 5212011 1512112012 EACH OCCURRENCE $1OQMQQ--shy~~ X COMMERCIAl GENERAl LIABILITY PREMISE$Ea ~~ncel 11000 000 = CLAIUS-MAOE [KJ OCCUR UED EXP (Anyone person) S2500000

- I PERSONAl amp ArN INJURY $1000000-

-- ~GENERAL AGGREGotTE $1000000

~L AGGREr9L1MIT ArPER i PROOUCTS-COMP~AGG $1000000

POLICY ~ LOG I i A AUlOIIOBILE UABlUlY ISAH08635948 51212011 51212012 COMBINED SINGLE LIMIT

51000000---shy (Eaarridentll2t ANY AUTO BOOIL Y INJURY (Per personl ALL OWNEO AUTOS f-shy

- ~LY INJURY (Peracddenl) SCHEDULED AUTOS PROPERTY DAMAGE-

- HIREOAUTOS i(Per_) r-middotmiddotmiddotmiddotmiddot

--shy ~AUTOS

I I UlIBRElILA UAB

I

Irl OCCUR i EACH OCCURRENCE

~

EXCESSUAS ~~ CLAIMS-MAOE AGGREGATE

- DEDUCTIBlE

IRETEImON $ WORIltERS COIIPENSA11ON i I~~Ullis I IdegJrANDEMPLOYERSUABUTY YIN shy

ANY PROPRIETORiPARTNERIEXECUTlVE D NIA

I

EL EACH ACCIDENT OFFlCERMEIBIR EXaUOED

I EL DISEASE - EA EMPLOYEE m(MIndaIoIy In NHI

~~~~~TIONSbel i EL OISEASEmiddot POLICY LIMIT

i i I I DESCRIP110N OF OPERATION$ LOCATION$I YEHlCLES Aflach ACORD 101 AcldiUoMlRemrb $chedm is ngtqulroocl)

Please see page 2 for any additional language

CERllFICATE HOLDER CANCELLAllON

Alameda County Department of Social Services 2000 San Pablo Ave Oakland CA 94612 United States

SHOULD ANY OF 1ME ABOVE DESCRIBED POLICIES BE CANCE1lED BEFORE lHE EXPlRA110N DATE lHEREOF NOnce WILL BE DElNERED IN ACCORDANCe WFTH lHE POLICY PROVISIONS

I

AUTHORIZED REPRESENTAlIYE

AuIhcfized ReJgtresenlatve ~_yen~ ~~~~~bullw __ J_ PIaI Risk SenIkes NonheasI Inc

ISgt 1988-2009 ACORD CORPORATION AI righIs reserved

ACORD 25 (2009101 The ACORD name and logo are registered marks ofACORD Page 1 of2

ADDITIONAL REMARKS SCHEDULE AGENCY

Aon Risk Services Northeast Inc 199 Water Street New York NY 10038 Phone 8662667475 Fax 8664677847

NAIlED INSURED IntemaUonal Business Machines CoIp amp Ally Other SubsidiaIy CoIp Owned Of Contro8ed by lIle Insured 1 New Ordlard Road Armonk NY 10504 United Slates

EFFECTIVE DATE

ADDITIONAL REMARKS

THIS ADDITIONAL REMARKS FORM IS A SCHEDULE TO ACORD FORM

FORM NUMBER 25 FORM TITLE CERTIFICATE OF LIABILITY INSURANCE

[Alameda County Department of SOcial Services County of Alameda its Board of SUpervisors the individual members hereof and all County officers agents employees and representatives are hereby named as additional insureds on

General Liability policies but only to the extent that their interest may appear

Additional Language The insurance coverage provided for herein shall be primary and non contributory only wi1h respect to liabHity arising out of this Agreement with respect to liabHity arising out of IBMs negligence and as respects this contract only

Project IBM Education Pack Services

If there is a question regarding this certificate please contact Edward DiNardo (Email dinardoeusibmcom Phone 916-567-2922)

~ operations incidental to the conduct of insureds business in the United States of America

ACORD 101 (2008101) 2008 ACORD CORPORA nON All rights reserved The ACORD name and logo are registered marks of ACORD

Page 20f2

tC~RiJ CERTIFICATE OF LIABILITY INSURANCE I DlTE 1I1IfDOIYYYY)

21102012

THIS CERnFICATE IS ISSUED AS A MATTER OF INFORMA nON ONLY AND CONFERS NO RIGHTS UPON TIE CERTIFICATE HOLDER THIS CERnFICATE DOES NOT AFFlRMAnvaY OR NEGAnVELY AMEND EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POUCIES BELOW THIS CERnFICATE OF INSURANCE DOES NOT CONSTITUlE A CONTRACT BETWEEN THE ISSUING INSURER(S) AUTHORIZED REPRESENTAnVE OR PRODUCER AND TIE CERTIFICATE HOLDER

IMPORTANT Iftlle certifieate holder is an ADDITIONAL INSURED the policy(ies) must be endorsed If SUBROGAnON IS WAIVED subject to the terms and conditions of the policy certain policies may require an endorsement A statement on this certifICate does not confer rights to the certificate holder in lieu of such endorsement(s)

PRODUCER =~NT Aon Risk Services Northeast Inc 1pound Ir~No)199 Water Street New York NY 10038 Phone 8662667475 Fax 8664677847 INSURER(S) AFFORDING COIlERAGE HAIC

INSURED COMPNff A liberty Insurance Corporal

International Business Madlines CoqJ COMNoIY B liberty MulJaIII1SUrIIIIlt8 CcrIyengtany 1 New Ord1ard Road COMNoIY Co National Union Fino ance Company d 1IIIsbtJrgh PA Amlonk NY 10504 United Stales

COVERAGES CERT1FICATE NUMBER154796 REVISION NUMBER- THIS IS TO CERTIFY THAT THE POlICIES OF INSURANCE LISTED BEleW HAVE BEEN ISSueD TO THE INSUREO NAMED ABOVE FOR THE POlICY PERIOD INDICATED NOTWITHSTANDING ANY REQUIREMENT TERM OR CONDITION OF ANY COOTRACT OR OTHER DOCUMENT 1MTH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN THE INSURANCE AFFORDEO BY THE POLICIES DESCRIBEO HEREIN IS SUBJECT TO ALL THE TERMS EXCLUSIONS AND CONDITIONS OF SUCH POliCIES LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID ClAIMS

11tf TYPE OF INSURANCE IIHSR IWVD POLICY NIMIIER ~1fgtUCYEXP UIlITS

GENERAl UAaUlY I EACH OCCURRENCE

COMMERCIAL GENERAl LiABlLI1Y ~~~e~~nce) CLAIMS-MADE D OCCUR MED EXP (Anyone fgten)

PERSONAl amp AlN INJURY

GENERAl AGGREGATE

ESPER ~CT5 - calpop AGG

nLOC AIlOIIOIlILE UAaUlY COMBINED SINGLE LIMIT - (Ea 8Cdde1t)

ANY AUTO BOOI L Y INJURY (Per fgte11lOt)-shy

ALL OWNED AUTOS BODILY INJURY (Per accident)-

- SCHEDULED AUTOS PROPERTY DAMAGE

HIRED AUTOS (Per accident) -

NON-OWNED AUTOS - ~

UIIBRELlA UAB HOCCUR

EACH OCCURRENCE-EXCESSUAB CLAIMS-MADE AGGREGATE

---- DEDUCTIBLE

A WORKERS COIIPENSAllON WA7-6I)()0415ef4Z AOSPRNYlshy 11112012 1III2OIa X I T~~JWs I IO~A AND EMPLOYERS UAaUlY WA7-62D-laquol41SHi12 IYil 11112012 11112013 A YIM WC1~I-ltIOU5amp-I52 (OR WI) 11112012 11112013 $100000A ANY PROIRIETORIPARTNERlEXECUTIVE ~

MIA ~1_ExaNOHl 11112012 11112013 EL EACH ACCIDENT OFACERIMEI4BER EXClUDEDI (Mandatory In NKI

BH2HIC14158-1M2(V1) 11112012 11112013 EL DISEASE- EA EMPLOYEE $1ooampQQc 83-118922 a-) 11112012 IttrlO13

bull ~~~OPERATIONSIlet_ EL DISEASE POliCY LIMIT $100000

bull

DESCRIPllON OF OPERATIONS I LOCAnONS I VEHICLES (Attech ACORD 101 MdIlloMI Renlarlc8lchedule r mono fMICI Is required)

bullbull Includes EL coverage for monopolistic states NO PR WA WY

Please see page 2 for any additional language

CERT1FICATE HOLDER CANCELLATlON

Alameda County Department of Social Services 2000 San Pablo Ave Oakland CA 94612 United States

SHOULD Atlaquo OF THE ABOVE DESCRI8ED POUCIES BE CANCELLED BEFORE THE EXPIRATION DATE 1lIEREOF NOTICE WILL BE DELIVERED IN ACCORDANCE WrrH THE POLICY PROVISIONS

I

AUTHOIIZED REPRESEHTA1IYE

IIiutJori2od ~ smiddot~ _~4-~(~--w ___ --~~ -~kin Risk SeNices Nor1heast Inc

copy 1881-2009 ACORD CORPORA TlON An nghts reserved ACORD 26 (2009109) The ACORD name and logo are registered marks ofACORD

Page 1 of 2

ADDITIONAL REMARKS SCHEDULE AGENCY

ADo Risk Services Northeast Inc 199 Water Street New York NY 10038 Phone 8662667475 Fax 8664677847

NAIlED INSURED International Business Machines Corp 1 New Onhani Road Armonk NY 10504 United states

EFFECTIVE MTE

ADDmONAL REMARKS

THIS ADDITIONAL REMARKS FORM IS A SCHEDULE TO ACORD FORM

FORM NUMBER 25 FORM 11TLE CERTIFICATE OF LIABILITY INSURANCE

Project IBM Education Pack Services

Ifthere is a question regarding this certificate please contact Edward DiNardo (Email dinardoeusibmcom Phone 916-567-2922)

All operations incidental to the conduct of insureds business in the United States of America

ACORD 101 (2008101) C 2008 ACORD CORPORATION All rights reserved The ACORD name and logo are registered mal1ls of ACORD

Page 20f2

AKl K NAKAO Director

G~-r)ipDecember 5 2011

DEC 08 lOl1 TO Caroline Judy Assistant Direltltor GSA

RECE~vED FROM Tudor S Mosu Procurement Specialist n

SUBJECf Finding ofNon-Competition bull Sote Source 2084 Purchase from International Business Machines Corp Sacramento CA

This is to document my finding that competitive bidding is not possible for the purchase ofall IBM Education Pack in tho amount oUI 4994000 for the Social Services Agency (SSA) Infonnation Systems Department and therefore the Departmental Justification to Request a Waiver ofCounty Competitive Bidding Requirement copy attached is approved

In accordance with the County Administrative Code Section 412010 entitled UPurchases to be by Competitive Quotation all purchases of and contracts for materials supplies services fwnishings equipment livestock and other personal property shall be based wherever possible on competitive quotations

I have reviewed and researched the product and marketplace Based on my research ofthe departmental justifi~tion and internet I have detennined the requested product and supplier cannot be substituted and satisfy the Countys requirements International Business Machines Corp (IBM) is the only vendor capable to provide an online account to be used for IBM private courses at SSA on WM business intelligence data warehouse reporting classes IBM will add the SSA content customized to the training environment using Cognos Framework Manager and will provide a suite oftraining public and private courses technical conferences and selfmiddotpaced virtual classes This sole source request was posted on the County website for ten (10) business days and no other proposal was received Therefore competitive quotations are not possible and the request is recommended for your approval

The Social Services Agency is to obtain Board approval for services that exceed $25000 requesting authorization from the President of the Board to sign the contract or approve the purchase The Auditor-Controller issues Board signed contracts and Board approved purchase orders and purchase order changes withwithout signed contracts

te IIktt II Peill-o ValenciaDeputy Direct6rlDate

GSA Office ofAcquisition Policy

SLEB Compliant ______

Date~~~~_________ Director GSA

Attachment(s)

1401 LAKISIDE DRIVU SUITL 907 OAKLND CALIFORNIA 94612 PHmr 5102989600 [AX 5[02089626 wwwlt5(itnc~ovorg

GSA Sole Source Procurements - Alameda County Page lof2o Ala~~da co~ntys Offl~lal ~ebslte Skip County Banner 0 SHARE rJf l

~ go WoOFg i QUick links Citizens Business Seerch aegov IGO I Government Emergencies

GSA Home

Home

Introduction

AwardedClosed Contracts

Current Contracting Opportunltles

Arch 8 Engineering Construction

Sole Source Procurements

Goods 8 Services The contracts described below have been determined to comply with the County Sole Source Policy in ~flesrlonal Services that only a single source is available andor valid sole source exceptions to the competitive process

I-===----f exisl Upcoming ContractIng Opportunities

Arch amp Englnoaring Construction Goods amp Services ProfessIonal ServlceQ

Sole Source Procurements

Highland Project Contracts

AwardedClosedContracts CUlTent Contracting Opportunltles Upcoml Contracting

Contacts Teams

Vendor Info Vendor Guide Vendor Application (Online) Vendor Application

Public Works (PWA) Contracting Opportunities

CDA Construction Contracting Opportunities

StopWasteOrg

Advance NotIce of SoJe Source purchases are posted on-line for a minimum of five (Ii) business days prior to a contract being awarded For any additlonallnformatlon regarding contracts posted on thIs website please contact the appropriate parson listed below Thank you for your interest

Source Contract DescrIption

f1Ef1l Online Training Courses

f1I3JI Repair and Test fIre fighting ProtectiVe Clothing

Electro Shock Guns Cartridges BaHerlee amp Accessories

Estimate Award Date

120212011

11302011

111172011

Contact Person

Tudor S Mosu (510) 208-9614

Tudor S Mosu (510) 208-9614

Tudor S Mosu (510) 208-9614

mhtmIfilelICUserstmosuAppDataLocalMicrosoftWindowsTemporary Internet FilesContentOutlook1OYF6YPOGSA S 1210612011

Alameda County Auclttor-Controller Agencv Office of Contract Compliance OCC

FEDERAL GRANT FUNDS SMALL LOCAL EMERGING BUSINESS (SUI) WAIVER REQUEST

REQUIREDTOSOUCIT BlOSPROPOSALSAND AWARt)AMENO CONTRACTS THAT INCUJDe FtoERAl GRANT FUNDS THAT fROHI51l GIOORAPHICAl PREFERENCE)

mSfCDOfltcompr middot6 bbw and submit fhts form wlfh supporifng doclfrnentaion pecificolty stoHng that geographle preferences om bonnad fer the requetfed procurement to Tcmtnee TRlong Auditor Controller ace a QC 20111 or vIa email tot1Wlmf1lmn9_~99Uponapprovala fampdeKal Fundt WaNer number wm be I$SitEtd This numbM Is a mandatOf) field rGqooed tQ enter Q Procurement CollirUct In ALCOUMt ace wlJi mft-m upprovaill and denkds to tile Requesfing Depmtmem listed belew It IIIIftoI WQJvCW Is to $Cliett bids resubmlt c IOPY of the originally signed form Q nsed to tIWOrdlarYileM eo~ttI~ rlllquired addltlOlQllnfOOYlofl~l (3JiC bllliowl

1 Requasiing Department Ncme~_~~~9______ _~__________

A Contact First and Lost Nome~a~y Chen ___ _____ QiC 20203 __

8 Email Address~~~aOQCVmiddotorg ___ Phone Number ~~~~~ ____ 2 Procu~ement Oescriptlcm To p~asl an IB~~~tl0f~Jntonlln~ account) th~~lIIJr~~~

_IB~~~~gn~ pub~8 p~ate traini~gtpoundOUrses far saA Siaff _ CFOA No _9_~_5_5e___

3 1~~l9n~ checK aP2rgl~~~QY to fndrcqjg reason forYfaiver re9Y~______---

A 0 SoBd Bids with County Counsel approved modifled SlEB provlslons ___1___L__ ~

Wmvef Requeii ~ I=====================u____ t-__----i _101gt~r---------------- w 4 - bull _ IiT__ __ middot_-------1bull -- bullbull loW

IB II Award Contract wih COllnty COlJnSel OPPlOV(~ modifiampi SlES provIsions J IlL3 I W4livElf hquaat Delfs I

l ControctorNameCitYIM~IaClesett --~------------- iI Total Contract ValtJe $1499~O~ 5 3 fs i

L 3 fpoundlltroct S~ Date ~LJ~)2 U- COltmct End Dote=--zbJ~_IT1- - ~----- --~ -------- C 0 Contract Amendment --1_~J_ Also complete R 11 B2) and B 3) above WaWQr Req~Date

Dnme expiration Dote __~J1_ bull OMoo6Y Increase Amount $___~__~ ----~----~-- shy4 g Check here to in(iicate thai the FedefQ~ regulation Is ofialChed and speciflcally prohibits

geographical preferencs$ rrown he proc)r~met1 described above

Federal Re~Jutotlon NameNumber H~ltht~ S~~~L2~45ER~_~__~_

5 pound1 Che~~k here to lndicats that the Fedarar grant fundi are sub granted or PQssed through the State to the Couniy where State laws prohibit geogroph1cai preferences from the proctffemenf described obove and sub granf documerlts are aHached

State Regulation NomeNum r---=__

6 ---~~~~~~~gt-r--4-----n7io-y----shy r OClte

EPLS Search Results Page 1 of 1

Excluded Parties List System EPLS

Search Results Excluded By Firm Entity or Vessel International Business Machines Corporation

as of 14-Feb-2012 229 PM EST

Your search returned no results

httpsllwwweplsgoveplssearchdo full_name= Intemational+Business+Machines+Corpo 2142012

Contract No _______

COUNTY OF ALAMEDA STANDARD SERVICES AGREEMENT

This Agreement dated as of March 12012 is by and between the Coooty of Alameda hereinafter referred to as the Coooty and hltemational Business Machines Corporation (IBM) hereinafter referred to as the Contractor

WITNESSETH

Whereas Coooty desires to obtain ffiM Training and to purchase IBM Education Pack shyonline accooot services which are more fully described in Exhibit A hereto (IBM Education Pack Services) and

Whereas Contractor is professionally qualified to provide such services and is willing to provide same to Coooty and

Now therefore it is agreed that Coooty does hereby retain Contractor to provide IBM Education Pack Services and Contractor accepts such engagement on the General Terms and Conditions hereinafter specified in this Agreement the Additional Provisions attached hereto and the following described exhibits all of which are incorporated into this Agreement by this reference

Exhibit A Definition of Services Appendix A ffiM Education Pack Terms amp Conditions Exhibit B Payment Terms ExhibitC Insurance Requirements Exhibit D Debarment and Suspension Certification Exhibit E Contract Compliance Reporting Requirements Not Applicable

The term of this Agreement shall be from 312012 through 33113

The compensation payable to Contractor hereooder shall not exceed (one hundredfortyshynine thousand nine hundredforty dollars and zero cents) ($14994000) for the term of this Agreement

30f33

--------------

Contract No _______

IN WITNESS WHEREOF the parties hereto have executed this Agreement as of the day and year first above written

COUNTY OF ALAMEDA

By____________ Signature

Name (Printed)

Title President of the Board of Supervisors

Approved as to F onn

By ~ (tv ~ County Counsel Signature

INTERNATIONAL BUSINESS MACHINES CORPORATION

BY~~ Signature

Name VbI~ In0j (Printed)

Titlelc()(cJ i=(OJt G--e(

By signing above signatory warrants and represents that heshe executed this Agreement in hislher authorized capacity and that by hislher signature on this Agreement heshe or the entity upon behalf of which heshe acted executed this Agreement

40f33

Contract No _______

GENERAL TERMS AND CONDITIONS

1 INDEPENDENT CONTRACTOR No relationship of employer and employee is created by this Agreement it being ooderstood and agreed that Contractor is an independent contractor Contractor is not the agent or employee of the Coooty in any capacity whatsoever and Coooty shall not be liable for any acts or omissions by Contractor nor for any obligations or liabilities incurred by Contractor

Contractor shall have no claim under this Agreement or otherwise for seniority vacation time vacation pay sick leave personal time off overtime health insurance medical care hospital care retirement benefits social security disability Workers Compensation or unemployment insurance benefits civil service protection or employee benefits of any kind

Contractor shall be solely liable for and obligated to pay directly all applicable payroll taxes (including federal and state income taxes) or contributions for unemployment insurance or old age pensions or annuities which are imposed by any governmental entity in connection with the labor used or which are measured by wages salaries or other remuneration paid to its officers agents or employees and agrees to inde1ll11ifY and hold County harmless from any and all liability which County may incur because ofContractors failure to pay such amounts

hl carrying out the work contemplated herein Contractor shall comply with all applicable federal and state workers compensation and liability laws and regulations with respect to the officers agents andor employees conducting and participating in the work and agrees that such officers agents andor employees will be considered as independent contractors and shall not be treated or considered in any way as officers agents andor employees of County

Contractor does by this Agreement agree to perform hislher said work and functions at all times in strict accordance with currently approved methods and practices in hislher field and that the sole interest of County is to insure that said service shall be performed and rendered in a competent efficient timely and satisfactory manner and in accordance with the standards required by the Comlty agency concerned

Notwithstanding the foregoing if the ComIty determines that pursuant to state and federal law Contractor is an employee for purposes of income tax withholding Comlty may upon two weeks notice to Contractor withhold from payments to Contractor hereooder federal and state income taxes and pay said sums to the federal and state governments

2 INDEMNIFICATION To the fullest extent permitted by law Contractor shall hold harmless defend and indemnify the County ofAlameda its Board of

50f33

Contract No _______

Supervisors employees and agents from and against any and all claims losses damages liabilities and expenses including but not limited to attorneys fees arising out of or resulting from the performance of services wIder this Agreement provided that any such claim loss damage liability or expense is attributable to bodily injury sickness disease death or to injury to or destruction ofproperty including the loss therefrom or to any violation of federal state or mWIicipallaw or regulation which arises out of or is any way cOlmected with the performance of this agreement (collectively Liabilities) except where such Liabilities are caused solely by the negligence or willful misconduct of any indemnitee The County may participate in the defense of any such claim without relieving Contractor of any obligation hereunder

hI the event that Contractor or any employee agent or subcontractor ofContractor providing services under this Agreement is determined by a court ofcompetent jurisdiction or the Alameda County Employees Retirement Association (ACERA) or California Public Employees Retirement System (PERS) to be eligible for enrollment in ACERA and PERS as an employee ofCounty Contractor shall indemnity defend and hold harmless County for the payment of any employee andor employer contributions for ACERA and PERS benefits on behalf of Contractor or its employees agents or subcontractors as well as for the payment ofany penalties and interest on such contributions which would otherwise be the responsibility of County

3 INSURANCE AND BOND Contractor shall at all times during the term of the Agreement with the County maintain in force those insurance policies and bonds as designated in the attached Exhibit C and will comply with all those requirements as stated therein

4 PREVAILING WAGES Pursuant to Labor Code SectiollS 1770 et seq Contractor shall pay to persollS performing labor in and about Work provided for in Contract not less than the general prevailing rate ofper diem wages for work ofa similar character in the locality in which the Work is performed and not less than the general prevailing rate ofper diem wages for legal holiday and overtime work in said locality which per diem wages shall not be less than the stipulated rates contained in a schedule thereof which has been ascertained and determined by the Director of the State Department ofIndustrial RelatiollS to be the general prevailing rate ofper diem wages for each craft or type ofworkman or mechanic needed to execute this contract

5 WORKERS COMPENSATION Contractor shall provide Workers Compensation insurance as applicable at Contractors own cost and expense and further neither the Contractor nor its carrier shall be entitled to recover from County any costs settlements or expenses of Workers Compensation claims arising out of this Agreement

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6 CONFORMITY WITH LAW AND SAFETY

a In perfonning services under this Agreement Contractor shall observe and comply with all applicable laws ordinauces codes and regulations of governmental agencies including federal state municipal aud local governing bodies having jurisdiction over the scope of services including all applicable provisions of the California Occupational Safety aud Health Act Contractor shall indemnifY aud hold County harmless from auy aud all liability fines penalties and consequences from any of Contractors failures to comply with such laws ordinauces codes and regulations

b Accidents Ifa death serious personal injury or substantial property damage occurs in connection with Contractors performauce of this Agreement Contractor shall immediately notify the Alameda County Risk Mauagers Office by telephone Contractor shall promptly submit to County a written report in such form as may be required by COWIty of all accidents which occur in connection with this Agreement This report must include the following information (1) name aud address of the injured or deceased person(s) (2) name aud address of Contractors sub-Contractor if auy (3) name aud address of Contractors liability insurauce carrier aud (4) a detailed description of the accident aud whether auy of Countys equipment tools material or staff were involved

c Contractor further agrees to take all reasonable steps to preserve all physical evidence and information which may be relevant to the circumstauces surrounding a potential claim while maintaining public safety aud to graut to the County the opportunity to review aud inspect such evidence including the scene of the accident

7 DEBARMENT AND SUSPENSION CERTIFICATION (Applicable to all agreements funded in part or whole with federal funds and contracts over $25000)

a By signing this agreement aud Exhibit D Debarment and Suspension Certification ContractorGrantee agrees to comply with applicable federal suspension aud debannent regulations including but not limited to 7 Code of Federal Regulations (CFR) 301635 28 CFR 663529 CFR 973534 CFR 803545 CFR 9235 aud Executive Order 12549_

b By signing this agreement Contractor certifies to the best of its knowledge aud belief that it aud its principals

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(1) Are not presently debarreeL suspended proposed for debannent declared ineligible or voluntary excluded by any federal department or agency

(2) Shall not knowingly enter into any covered transaction with a person who is proposed for debannent under federal regulations debarreeL suspendeeL declared ineligible or voluntarily excluded from participation in such transaction

8 PAYMENT For services performed in accordance with this Agreement payment shall be made to Contractor as provided ill Exhibit B hereto

9 TRA VEL EXPENSES Contractor shall not be allowed or paid travel expenses unless set forth in this Agreement

10 TAXES Payment of all applicable federal state and local taxes shall be the sole responsibility of the Contractor

11 OWNERSHIP OF DOCUMENTS Contractor hereby assigns to the County and its assignees all copyright and other use rights in any and all proposals plans specification designs drawings sketches renderings models reports and related documents (including computerized or electronic copies) respecting in any way the subject matter of this Agreement whether prepared by the County the Contractor the Contractors sub-Contractors or third parties at the request of the Contractor (collectively Documents and Materials) This explicitly includes the electronic copies of all above stated documentation

Contractor also hereby assigns to the County and its assignees all copyright and other use rights in any Documents and Materials including electronic copies stored in Contractors Information System respecting in any way the subject matter of this Agreement

Contractor shall be permitted to retain copies including reproducible copies and computerized copies of said Documents and Materials Contractor agrees to take such further steps as may be reasonably requested by County to implement the aforesaid assignment Iffor any reason said assignment is not effective Contractor hereby grants the County and any assignee of the County an express royalty - free license to retain and use said Documents and Materials The COWltyS rights Wider this paragraph shall apply regardless of the degree of completion of the Documents and Materials and whether or not Contractors services as set forth in Exhibit A of this Agreement have been fully performed or paid for

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In Contractors contracts with other Contractors Contractor shall expressly obligate its Sub-Contractors to grant the County the aforesaid assignment and license rights as to that Contractors Documents and Materials Contractor agrees to defend indemnifY and hold the County hannless from any damage caused by a failure of the Contractor to obtain such rights from its Contractors andor SubshyContractors

Contractor shall pay all royalties and license fees which may be due for any patented or copyrighted materials methods or systems selected by the Contractor and incorporated into the work as set forth in Exhibit bullbullA and shall defend indemnifY and hold the County hannless from any claims for infringement of patent or copyright arising out of such selection The Countys rights under this Paragraph II shall not extend to any computer software used to create such Documents and Materials

12 CONFLICT OF INTEREST CONFIDENTIALITY The Contractor covenants that it presently has no interest and shall not have any interest direct or indirect which would conflict in any manner with the performance of services required under this Agreement Without limitation Contractor represents to and agrees with the County that Contractor has no present and will have no future conflict of interest between providing the County services hereunder and any other person or entity (including but not limited to any federal or state wildlife environmental or regulatory agency) which has any interest adverse or potentially adverse to the County as determined in the reasonable judgment of the Board of Supervisors of the County

The Contractor agrees that any information whether proprietary or not made known to or discovered by it during the performance ofor in connection with this Agreement for the County will be kept confidential and not be disclosed to any other person The Contractor agrees to immediately notifY the County by notices provided in accordance with Paragraph 13 of this Agreement if it is requested to disclose any information made known to or discovered by it during the perfOlmance of or in connection with this Agreement These conflict of interest and future service provisions and limitations shall remain fully effective five (5) years after termination of services to the County hereunder

13 NOTICES Alll1otices requests demands or other communications under this Agreement shall be in writing Notices shall be given for all purposes as follows

Personal delivery When personally delivered to the recipient notices are effective on delivery

First Class Mail When mailed first class to the last address of the recipient known to the party giving notice notice is effective three (3) mail delivery days

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after deposit in a United States Postal Service office or mailbox Certified Mail When mailed certified mail return receipt requested notice is effective on receipt if delivery is confirmed by a retun receipt

Overnight Delivery When delivered by overnight delivery (Federal ExpressAirbomelUnited Parcel ServicelDHL WorldWide Express) with charges prepaid or charged to the senders account notice is effective on delivery if delivery is colrlinned by the delivery service Telex or facsimile transmission When sent by telex or facsimile to the last telex or facsimile number of the recipient known to the party giving notice notice is effective on receipt provided that (a) a duplicate copy ofthe notice is promptly given by first-class or certified mail or by overnight delivery or (b) the receiving party delivers a written confirmation of receipt Any notice given by telex or facsimile shall be deemed received on the next business day if it is received after 500 pm (recipients time) or on a non-business day

Addresses for purpose of giving notice are as follows

To County COUNTY OF ALAMEDA Alameda County Social Services Agency 2000 San Pablo Ave 4th floor Oakland CA 94612 Attn Don Edwards (Assistant Agency Director)

To Contractor hlternational Business Machines (IBM) 256 Bomlie Sue Drive Villa Rica GA 30180 Attn Philip Davis (Education Account Executive Business Analytics)

Any correctly addressed notice that is refused wIclaimed or undeliverable because of an act or omission of the party to be notified shall be deemed effective as of the first date that said notice was refused unclaimed or deemed undeliverable by the postal authorities messenger or overnight delivery service

Any party may change its address or telex or facsimile number by giving the other party notice of the change in any manner permitted by this Agreement

14 USE OF COUNTY PROPERTY Contractor shall not use COWIty property (including equipment instruments and supplies) or persollnel for any purpose other than in the performance ofhislher obligations WIder this Agreement

15 EQUAL EMPLOYMENT OPPORTUNITY PRACTICES PROVISIONS Contractor assures that helshelit will comply with Title VII of the Civil Rights Act

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of 1964 and that no person shaJL on the grounds ofrace creed color disability sex sexual orientation national origin age religion Vietnam era Veterans status political affiliation or any other non-merit factor be excluded from participation in be denied the benefits of or be otherwise subjected to discrimination wlder this Agreement

a Contractor shall in all solicitations or advertisements for applicants for employment placed as a result of this Agreement state that it is an Equal Opportunity Employer or that all qualified applicants will receive consideration for employment without regard to their race creed color disability sex sexual orientation national origin age religion Vietnam era Veterans status political affiliation or any other non-merit factor

b Contractor shall if requested to so do by the County certify that it has not in the performance of this Agreement discriminated against applicants or employees because of their race creed color disability sex sexual orientation national origin age religion Vietnam era Veterans status political affHiation or any other non-merit factor

c If requested to do so by the COWlty Contractor shall provide the COWlty with access to copies of all of its records pertaining or relating to its employment practices except to the extent such records or portions of such records are confidential or privileged wlder state or federal law

d Contractor shall recruit vigorously and encourage minority - and womenshyowned businesses to bid its subcontracts

e Nothing contained in this Agreement shall be construed in any manner so as to require or permit allY act which is prohibited by law

f The Contractor shall include the provisions set forth ill paragraphs A through E (above) in each of its subcontracts

16 DRUG-FREE WORKPLACE Contractor and Contractors employees shall comply with the Countys policy ofmaintaining a drug-free workplace Neither Contractor nor Contractors employees shall unlawfully manufacture distribute dispense possess or use controlled substances as defined in 21 US Code sect 812 including but not limited to marijuana heroin cocaine and amphetamines at any County facility or work site If Contractor or any employee of Contractor is convicted or pleads nolo contendere to a criminal drug statute violation occurring at a COWlty facility or work site the Contractor within five days thereafter shall notifY the head of the County departmentagency for which the contract services are performed Violation of this provision shall constitute a material breach of this Agreement

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17 AUDITS ACCESS TO RECORDS The Contractor shall make available to the County its authorized agents officers or employees for examination any and all ledgers books of accounts invoices vouchers cancelled checks and other records or documents evidencing or relating to the expenditures and disbursements charged to the County and shall furnish to the County its authorized agents officers or employees such other evidence or information as the County may require with regard to any such expenditure or disbursement charged by the Contractor

The Contractor shall maintain full and adequate records in accordance with County requirements to show the actual costs incurred by the Contractor in the performance of this Agreement If such books and records are not kept and maintained by Contractor within the Cotmty ofAlameda California Contractor shall upon request of the County make such books and records available to the County for inspection at a location within County or Contractor shall pay to the County the reasonable and necessary costs incurred by the County in inspecting Contractors books and records including but not limited to travel lodging and subsistence costs Contractor shall provide such assistance as may be reasonably required in the course of such inspection The County further reserves the right to examine and reexamine said books records and data during the three (3) year period following termination of this Agreement or completion of all work herewlder as evidenced in writing by the County and the Contractor shall in no event dispose of destroy alter or mutilate said books records accounts and data in any manner whatsoever for three (3) years after the County makes the fmal or last payment or within three (3) years after any pending issues between the County and Contractor with respect to this Agreement are closed whichever is later

18 DOCUMENTS AND MATERIALS Contractor shall maintain and make available to County for its inspection and use during the term of this Agreement all Documents and Materials as defmed in Paragraph 11 of this Agreement Contractors obligations WIder the preceding sentence shall continue for three (3) years following termination or expiration of this Agreement or the completion of all work hereunder (as evidenced in writing by County) and Contractor shall in no event dispose of destroy alter or mutilate said Documents and Materials for three (3) years following the Countys last payment to Contractor under this Agreement

19 TIME OF ESSENCE Time is of the essence in respect to all provisions of this Agreement that specify a time for performance provided however that the foregoing shall not be construed to limit or deprive a party ofthe benefits of any grace or use period allowed in this Agreement

20 TERMINATION The County has and reserves the right to suspend terminate or abandon the execution of any work by the Contractor without cause at any time upon giving to the Contractor prior written notice In the event that the County

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should abandol terminate or suspend the Contractors work the Contractor shall be entitled to payment for services provided hereunder prior to the effective date of said suspensiol termination or abandonment Said payment shall be computed in accordance with Exhibit B hereto provided that the maximum amount payable to Contractor for its ffiM Education Pack Services shall not exceed $14994000 payment for services provided hereunder prior to the effective date of said suspensiol termination or abandonment

21 SMALL LOCAL AND EMERGING BUSINESS (SLEB) PARTICIPATION

Contractor has been approved by County to participate in contract without SLEB participation (Waiver F308A attached) As a result there is no requirement to subcontract with another business in order to satisfy the Countys Small and Emerging Locally owned Business provision

However if circumstances or the terms of the contract should change Contractor may be required to immediately comply with the Countys Small and Emerging Local Business provisions including but not limited to

a Contractor must be a certified small or emerging local business( es) or subcontract a minimum 20 with a certified small or emerging local business(es)

b SLEB subcontractor(s) is independently owned and operated (ie is not owned or operated in any way by Prime) nor do any employees of either entity work for the other

c Small andor Emerging Local Business participation and current SLEB certification status must be maintained for the term of the contract Contractor shall ensure that their own certification status andor that of participating subcontractors (as is applicable) are maintained in compliance with the SLEB Program

d Contractor shall not substitute or add any small andor emerging local business( s) listed in this agreement without prior written approval from the County Said requests to substitute or add a small andor emerging local business shall be submitted in writing to the County department contract representative identified under Item 13 above Contractor will not be able to substitute the subcontractor without prior written approval from the Alameda County Auditor Controller Agency Office of Contract Compliance (OCC)

e All SLEB participatiol except for SLEB prime contractor must be tracked and monitored utilizing the Elation compliance System

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COWIty will be WIder no obligation to pay contractor for the percent committed to a SLEB (whether SLEB is a prime or subcontractor) if the work is not performed by the listed small andor emerging local business

For further information regarding the Small Local Emerging Business participation requirements and utilization of the Alameda COWlty Contract Compliance System contact the COWIty Auditor- Controllers Office ofContract Compliance (OCC) located at 1221 Oak St Rm 249 Oakland CA 94612 at Tel (510) 891-5500 Fax (510) 272-6502 or via E-mail at ACSLEBcomplianceacgovorg

c

22 FIRST SOURCE PROGRAM For contracts over $100000 Contractor shall provide COWIty ten (10) working days to refer to Contractor potential candidates to be considered by Contractor to fill any new or vacant positions that are necessary to fulfill their contractual obligations to the COWIty that Contractor has available during the contract term before advertising to the general public

23 CHOICE OF LAW This Agreement shall be governed by the laws of the State of California

24 WAIVER No waiver of a breach failure of any condition or any right or remedy contained in or granted by the provisions of this Agreement shall be effective wuess it is in writing and signed by the party waiving the breach failure right or remedy No waiver of any breach failure right or remedy shall be deemed a waiver of any other breach failure right or remedy whether or not similar nor shall any waiver constitute a continuing waiver unless the writing so specifies

25 ENTIRE AGREEMENT This Agreement including all attachments exhibits and any other documents specifically incorporated into this Agreement shall constitute the entire agreement between COWIty and Contractor relating to the subject matter of this Agreement As used herein Agreement refers to and includes any documents incorporated herein by reference and any exhibits or attachments This Agreement supersedes and merges all previous WIderstandings and all other agreements written or oral between the parties and sets forth the entire WIderstanding of the parties regarding the subject matter thereof The Agreement may not be modified except by a written document signed by both parties

26 HEADINGS herein are for convenience of reference Oluy and shall in no way affect interpretation of the Agreement

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27 ADVERTISING OR PUBLICITY Contractor shall not use the name OfCOWIty its officers directors employees or agents in advertising or publicity releases or otherwise without securing the prior written consent of COWIty in each instance

28 MODIFICATION OF AGREEMENT This Agreement may be supplemented amended or modified only by the mutual agreement of the parties No supplement amendment or modification of this Agreement shall be binding wuess it is in writing and signed by authorized representatives of both parties

29 ASSURANCE OF PERFORMANCE If at any time County believes Contractor may not be adequately performing its obligations under this Agreement or that Contractor may fail to complete the Services as required by this Agreement COWIty may request from Contractor prompt written assurances of performance and a written plan acceptable to County to correct the observed deficiencies in Contractors performance Contractor shall provide such written assurances and written plan within ten (10) calendar days of its receipt of Countys request and shall thereafter diligently commence and fully perform such written plan Contractor acknowledges and agrees that any failure to provide such written assurances and written plan within the required time is a material breach under this Agreement

30 SUBCONTRACTINGASSIGNMENT Contractor shall not subcontract assign or delegate any portion of this Agreement or any duties or obligations hereunder without the Countys prior written approval

a Neither party shall on the basis ofthis Agreement contract on behalf ofor in the name of the other party Any agreement that violates this Section shall confer no rights on any party and shall be null and void

b Contractor shall use the subcontractors identified in Exhibit A and shall not substitute subcontractors without Countys prior written approval

c Contractor shall remain fully responsible for compliance by its subcontractors with all the terms ofthis Agreement regardless of the terms of any agreement between Contractor and its subcontractors

31 SURVIVAL The obligations of this Agreement which by their nature would continue beyond the termination on expiration of the Agreement including without limitation the obligations regarding Indemnification (Paragraph 2) Ownership of Documents (Paragraph 11) and Conflict of Interest (Paragraph 12) shall survive termination or expiration

32 SEVERABILITY If a court of competent jurisdiction holds any provision of this Agreement to be illegal unenforceable or invalid in whole or in part for any

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reason the validity and enforceability of the remaining provisions or portions of them will not be affecteltL unless an essential purpose ofthis Agreement would be defeated by the loss ofthe illegal mlenforceable or invalid provision

33 PATENT AND COPYRIGHT INDEMNITY Contractor represents that it knows ofno allegations claims or threatened claims that the materials services hardware or software (Contractor Products) provided to ComIty under this Agreement infringe any patent copyright or other proprietary right Contractor shall defenltL indemnify and hold harmless ComIty of from and against all losses claims damages liabilities costs expenses and amounts (collectively Losses) arising out of or in connection with an assertion that any Contractor Products or the use thereof infringe any patent copyright or other proprietary right of any third party ComIty will ( 1) notify Contractor promptly of such claim suit or assertion (2) permit Contractor to defend compromise or settle the claim anltL (3) provide on a reasonable basis information to enable Contractor to do so Contractor shall not agree without Countys prior written consent to any settlement which would require County to pay money or perform some affirmative act in order to continue using the Contractor Products

a If Contractor is obligated to defend County pursuant to this Section 33 and fails to do so after reasonable notice from County County may defend itself andor settle such proceeding and Contractor shall pay to ComIty any and all losses damages and expenses (including attorneys fees and costs) incurred in relationship with ComItys defense andor settlement of such proceeding

b hI the case of any such claim of infringement Contractor shall either at its option (1) procure for ComIty the right to continue using the Contractor Products or (2) replace or modify the Contractor Products so that that they become non-infringing but equivalent in functionality and performance

c Notwithstanding this Section 33 ComIty retains the right and ability to defend itself at its own expense against any claims that Contractor Products infringe any patent copyright or other intellectual property right

34 OTHER AGENCIES Other tax supported agencies within the State of California who have not contracted for their own requirements may desire to participate in this contract The Contractor is requested to service these agencies and will be given the opportunity to accept or reject the additional requirements If the Contractor elects to supply other agencies orders will be placed directly by the agency and payments made directly by the agency

35 EXTENSION This agreement may be extended for two additional one year terms by mutual agreement of the ComIty and the Contractor

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36 SIGNATORY By signing this agreement signatory warrants and represents that heshe executed this Agreement ill hislher authorized capacity and that by hislher signature on this Agreement heshe or the entity upon behalf of which heshe acted executed this Agreement

[END OF GENERAL TERMS AND CONDITIONS]

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ADDITIONAL PROVISIONS

1 Exhibit E COUNTY OF ALAMEDA CONTRACT COMPLIANCE REPORTING REQUIREMENTS - Not applicable Federal Grant Funds SLEB Waiver approved F308A (attached) Waiver of county competitive bidding requirement approved by GSA (Attached copy of the GSA memo dated on 125111)

2 The IBM Education Pack -online account Program is subject to the terms and conditions of the IBM Agreement for Courses and Education Materials which can be found by accessing the IBM Web site via ibmcomltraininglustermshtmL

3 US County Government Alameda County Social Services Agency Only For US County Government Alameda County Social Services Agency ordering from the IBM GSA IT Schedule Contract Number GS-35F-4984H The terms and conditions of the GSA IT Schedule Contract apply and may be viewed at wwwibmcomleasyaccessgsa

For US County Government Alameda County Social Services Agency placing orders other than via the GSA IT Schedule Contract Terms and conditions equivalent to those contained in IBMs current GSA IT Schedule Contract apply Terms of IBMs current GSA IT Schedule Contract prevail in the event of a conflict with the commercial terms

The following General Terms and Agreement shan be modified as follows

4 Section 1 is amended and restated in its entirety as follows

INDEPENDENT CONTRACTOR No relationship of employer and employee is created by this Agreement it being understood and agreed that Contractor is an independent contractor Contractor is not the agent or employee of the County in any capacity whatsoever and County shall not be liable for any acts or omissions by Contractor nor for any obligations or ~iabilities incurred by Contractor

Contractor shall have no claim under this Agreement or otherwise for seniority vacation time vacation pay sick leave personal time off overtime health insurance medical care hospital care retirement benefits social security disability Workers Compensation or unemployment insurance benefits civil service protection or employee benefits of any kind

Contractor shall be solely liable for and obligated to pay directly all applicable payroll taxes (including federal and state income taxes) or contributions for unemployment insurance or old age pensions or annuities which are imposed by any governmental entity in connection with the labor used or which are measured by wages salaries or other remuneration paid to its officers agents or employees

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In carrying out the work contemplated herein Contractor shall comply with all applicable federal and state workers compensation and liability laws and regulations with respect to the officers agents andor employees conducting and participating in the work and agrees that such officers agents andor employees will be considered as independent contractors and shall not be treated or considered in any way as officers agents andor employees of County

Contractor does by this Agreement agree to perfonn hislher said work and functions at all times in accordance with currently approved methods and practices in hislher field and that the sole interest of County is to insure that said service shall be perfonned and rendered in accordance with the Agreement

Notwithstanding the foregoing if the County detennines that pursuant to state and federal law Contractor is an employee for purposes of income tax withholding County may upon two weeks notice to Contractor withhold from payments to Contractor hereunder federal and state income taxes and pay said sums to the federal and state governments

5 Section 2 is amended and restated in its entirety as follows

INDEfYINIFICATION Contractor shall hold hannless and indemnifY the County of Alameda by defending the County of Alameda its Board of Supervisors employees and agents from and against any and all third party claims for damages on account of bodily injury (including death) or damage to real property or tangible personal property for which Contractor is legally liable to that third party and pay all costs damages and attorneys fees that a court finally awards or that are included in a settlement approved by Contractor provided that the County shall promptly notifY Contractor in writing of the claim and allow Contractor to control the defense and will cooperate with the Contractor in the defense and any related settlement negotiations The County may participate in the defense of any such claim at its own expense without relieving Contractor of any obligation hereunder

6 Section 6(a) is amended and restated in its entirety as follows

CONFORMITY WITH LAW AND SAFETY

a In perfonning services under this Agreement Contractor shall observe and comply with all laws ordinances codes and regulations of governmental agencies including federal state municipal and local governing bodies applicable to Contractor as a provider of infonnation technology products and services including all applicable provisions of the California Occupational Safety and Health Act

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7 Section 10 is amended and restated in its entirety as follows

TAXES Payment of all applicable federal state and local taxes excluding those based on Contractors net income shall be the sole responsibility of the County unless proper exemption documentation is provided to the Contractor

8 Section 11 is amended and restated in its entirety as follows

OWNERSHIP OF DOCUMENTS Ownership of any Materials provided under this Agreement shall be as provided for in the Additional Provisions

9 Section 12 is amended and restated in its entirety as follows

CONFLICT OF INTEREST CONFIDENTIALITY The Contractor covenants that to the best of its knowledge and belief it presently has no interest and shall not have any interest direct or indirect which would conflict in any manner with the performance of services required under this Agreement Without limitation Contractor represents to and agrees with the County that Contractor has no present and will have no future conflict of interest between providing the County services hereunder and any other person or entity (including but not limited to any federal or state wildlife environmental or regulatory agency) which has any interest adverse or potentially adverse to the County as determined in the reasonable judgment of the Board of Supervisors of the County

10 Section 15( c) is amended and restated in its entirety as follows

c If requested to do so by the County Contractor shall provide the County with access to copies of all of its records pertaining or relating to its employment practices except to the extent such records or portions of such records are confidential or privileged under state or federal law andor in accordance with Contractors policies andor procedures

11 Section 16 is amended and restated in its entirety as follows

DRUG-FREE WORKPLACE Contractor and Contractors employees shall comply with the Countys policy ofmaintaining a drug-free workplace Neither Contractor nor Contractors employees shall unlawfully manufacture distribute dispense possess or use controlled substances as defined in 21 US Code sect 812 including but not limited to marijuana heroin cocaine and amphetamines at any County facility or work site If Contractor or any employee of Contractor is convicted or pleads nolo contendere to a criminal drug statute violation occurring at a County facility or work site the Contractor within five days thereafter shall notify the head of the County departmentagency for which the contract services are performed

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12 Section 17 is amended and restated in its entirety as follows

AUDITS ACCESS TO RECORDS The Contractor shall make available to the County its authorized agents officers or employees for examination any and all project records evidencing or relating to the expenditures and disbursements charged to the County and shall furnish to the County its authorized agents officers or employees such other evidence or information as the County may require with regard to any such expenditure or disbursement charged by the Contractor

If such project records are not kept and maintained by Contractor within the County of Alameda California Contractor shall upon request of the County makesuch project records available to the County for inspection at a location within County Contractor shall provide such assistance as may be reasonably required in the course of such inspection The County further reserves the right to examine and reexamine said project records during the three (3) year period following termination of this Agreement or completion of all work hereunder and the Contractor shall in no event dispose of destroy alter or mutilate said project records whatsoever for three (3) years after the County makes the final or last payment or within three (3) years after any pending issues between the County and Contractor with respect to this Agreement are closed whichever is later Notwithstanding anything else contained herein as in regards to this project in no event shall Contractor provide any confidential financial information including but not limited to cost or pricing methodologies overheads profit margins internal audit results or employee records

13 Section 18 is deleted in its entirety

14 Section 20 is amended and restated in its entirety as follows

TERMINATION The County has and reserves the right to terminate or abandon the execution of any work by the Contractor without cause at any time upon giving to the Contractor thirty (30) days prior written notice In the event that the County should terminate the Contractors work the Contractor shall be entitled to payment for services provided hereunder prior to the effective date of said termination Said payment shall be computed in accordance with Exhibit B hereto provided that the maximum amount payable to Contractor for its IBM Education Pack Services shall not exceed $14994000 payment for services provided hereunder prior to the effective date of said termination

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15 Section 22 is deleted in its entirety IBM does not anticipate any hiring with this education effort based upon IBMs global HR policies and procedures

16 Section 30 is amended and restated in its entirety as follows

SUBCONTRACTINGASSIGNMENT Contractor shall not subcontract assign or delegate any portion of this Agreement or any duties or obligations hereunder without providing the County with prior written notification

a Neither party shall on the basis of this Agreement contract on behalf of or in the name of the other party Any agreement that violates this Section shall confer no rights on any party and shall be null and void

b Contractor shall remain fully responsible for compliance by its subcontractors with all the terms of this Agreement in the performance of the services by such subcontractors regardless of the terms of any agreement between Contractor and its subcontractors

17 Section 33 PATENT AND COpy INDEMNITY is deleted in its entirety and will be governed by the terms and conditions as stated in APPENDIX A IBM Education Pack online account

County Counsel Signature ~ b ~)lto

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EXIDBITA DEFINITION OF SERVICES

Project IBM Education Pack - online account

Service The contractor will set up an IBM Education Pack - online account for Alameda County Social Services Agency A total value offering of $17640000 to be placed immediately in the IBM Education Pack - online account for a price of$14994000

bull Alameda County Social Services Agency will use the IBM Education Pack - online account discounted dollars to purchase IBM Training public and private courses IBM Technical Conferences designated by IBM Training and offered in the United States IBM Training self paced virtual classes at the regular retail price in effect at the time ofeach such purchase The account is available for use to train any employee of the Alameda County Social Services Agency These dollars can not be used in combination with any other discounts promotions or separately negotiated special rates (Refer to Appendix A - IBM Education Pack -online account Terms and Conditions)

bull IBM will invoice Alameda County Social Services Agency upon signing ofthis Agreement Information will be supplied identifying a user id and password for monitoring the online account Invoices are due in accordance with Exhibit B

bull This account is valid for twelve (12) months from the date it is first activated on 31112 The requested start date may be no later than sixty (60) days from the signing ofthis Agreement Any remaining balance at the end oftwelve (12) months will expire and is non-refundable

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APPENDIX A

IBM Education Pack -online account

Terms and conditions

Alameda County Social Services Agency is entitled to the discounting as described below

IBM Education Pack -online account -general terms and conditions

The ffiM Education Pack -online account is an electronic account you fund with training dollars to be used for ffiM Training offerings The account offers two options for funding which are $100 increments and preset amounts

Precision paymentplan with flexible levels in $JOO increments Value of 5100 increments Your Savings USD 52500 -59900 25-99 0010 USD 510000 -524~00 100 -249 5 USD 525000 -549900 250 -499 10010 USD 550000 -599~00 500 -999 11 USD 5100000 + 1000+ 12

Pre-set amOlmts are available in packages Value Your Price Your Savings USD52500 USD $2500 0010 USD 510000 USD $9500 5 USD525OOO USD22500 10 USDS50000 USD $44500 11 USD 5100000 USD $88000 12

1 The ffiM Education Pack -online account training dollars are valid for 12 months and are nonshyrefundable The ffiM Education Pack -online account can be used by one or more individuals in your organization

2 The ffiM Education Pack online account is valid for 12 months and extensions are prohibited 3 The activation date for the ffiM Education Pack -online account is the date ffiM Training receives the

application and billing information unless an alternate activation date is requested at the time the application is submitted An activation date of up to 60 days from the date of the application may be selected if indicated on the initial order form

4 The ffiM Education Pack -online account can be used for ffiM public courses private on-site courses instructor mentoring and most conferences designated by ffiM Training and offered in the US The ffiM Education Pack -online account may also be used for most ffiM e-Iearning designated by ffiM Training When using the ffiM Education Pack -online account to pay for a private onsite class you may use the training dollar vouchers for the class tuition instructor travel and living equipment and classroom rentals if applicable

5 When using the ffiM Education Pack online account to pay for a conference the funds may be used for conference tuition and some associated education sessions designated by ffiM Training

6 The ffiM Education Pack - online account cannot be used for classes or conferences which occur beyond the expiration date of the account funds The funds must be valid on the first day of the class or

240f33

Contract No _________

conference regardless of the date ofyour enrollment 7 Certain IBM Training courses may be excluded from this program To determine which IBM Training

courses are eligible for the program and which are excluded access our online catalog via the World Wide Web at ibncQmtrainingus to view IBM Training public course descriptions and conference scheduJes or contact 1800-IBM-TEACH (1-800-426-8322)

8 You must enroll in each individual course or conference prior to attending All enrollments in courses or conferences are subject to availability Enrollments and purchases must be guaranteed by an alternate method ofpayment You must check the IBM Education Pack online account box on the enrollment form Ifyou enroll by phone you must indicate you are using IBM Education Pack - online account funds to properly flag your enrollment record

9 To use your IBM Education Pack -online account funds you must debit your account PRIOR to the start ofthe course or conference by creating a voucher and submitting it online Each account voucher must be completed with Alameda County Social Services Agency number Alameda County Social Services Agency name and offering identification You must create a unique voucher for each individual enrollment or offering you purchase

10 The purchase of an IBM Education Pack -online account does not guarantee that a class will be held in a specific location

11 Ifyour enrollment status changes due to any cancellations you must access your IBM Education Pack online account and void applicable vouchers to return unused funds to your account balance The IBM Education Pack online account will not automatically update

12 The IBM Education Pack -online account is password protected IBM Training is not responsible for the misuse ofIBM Education Pack -online accounts

B Once the IBM Education Pack -online account is debited by creating a voucher for the offering your invoice will be credited for the value submitted up to 100010 of the course or conference tuition or other valid offering purchased If the amount of the created voucher from the IBM Education Pack-online account does not cover the entire tuition of the eligible IBM Training offering you will be billed the difference Ifyour IBM Education Pack -online account is not debited a bill for the offering will be sent

14 IBM Education Pack -online account cannot be used to pay for offerings that have already been billed or applied to previously taken courses

15 Once the IBM Education Pack -online account has been debited training dollars cannot be reapplied to the IBM Education Pack -online account

16 IBM Education Pack -online account training dollars cannot be combined with any other discounts offers programs coupons or promotions

17 IBM Education Pack -online account training dollars cannot be used to purchase additional IBM Education Packs -online accounts or other discount offerings

18 The No-Show and Cancellation policies apply and a bill for the full course or conference tuition will be sent if a student fails to attend or to cancel within the required period for a course or conference To use IBM Education Pack -online account training dollars to pay a No-Show or late cancellation bill send an e-mail to edpack(ZVusibmcom for processing instructions

19 IBM Education Pack -online account cannot be used to pay for IBM Training services engagements 20 Prices ofthis program and eligible offerings are subject to change without notice 21 Course and conference schedules are subject to change without notice 22 The IBM Education Pack -online account can only be resold by authorized IBM Business Partners

250f33

Contract No _________

Terms and conditions

IBM agreementor courses and education nuderitds

CUITent as of 01 Jan 2011

The following terms apply to I) enrollment in classes offered by ffiM and 2) orders for ffiMs education materials These tenus along with any applicable license agreement are the complete agreement between us regarding the courses or education materials we provide and replace any prior oral or written communications between us Attendance at a class or your use of any education materials constitutes your agreement to these tenus and conditions Occasionally we have offerings with additional or different terms and conditions If so we will provide those terms and conditions to you For example conference tenus and conditions are outlined in the conference registration section of the conference website or in the conference brochure for the event

Coulses and education mateais

We list our generally available courses and education materials in various IDM Catalogs ofEducation (Catalog) which we publish from time to time We may add or withdraw courses and education materials at any time without notice

Scheduling dasses

We will specify the dates of public classes Private or on-site classes will be scheduled by mutual agreement We may cancel any scheduled class on notice If we cancel a class for which you have prepaid we will refund the price you paid

Accommodations for students with disabilities

IDM locations are accessible for students with disabilities If reasonable accommodations are required for an individual with a disability please advise IDM of the accommodations in advance

Pces and payment

Prices for public classes will be those in effect on the date the class begins Prices include the use of required education materials and machines They do not include taxes or student travel and living expenses IDM reserves the right to increase prices at any time without prior notification Prices for private or on-site classes will be established based on your requirements Additional charges may apply such as instructor travel and living expenses facilities and remote lab support You agree to pay amounts due including applicable taxes and any late payment fees as we specify in the invoice Conference cancellation charges will be specified on the conference website or in the conference brochure for the event

Cancellation charges

Effective January 1 2011

You will be charged the full price of a public class ifyou do not cancel or reschedule your enrollment at least fourteen calendar days prior to the scheduled start date or ifyou do not show up for the class

260f33

Contract No _________

However you may cancel your class enrollment at any time within the three days following your initial or any rescheduled enrollment date without charge

Ifyou cancel a private or on-site class within seven calendar days prior to the scheduled start date you will be billed the full price ofthe class ifyou cancel between eight and fifteen calendar days prior to the scheduled start date you will be billed 25 of the full price and ifyou cancel between sixteen and twentyshyone calendar days prior to the scheduled start date you will be billed lOO of the full price Cancellation of a private or on-site class more than twenty-one calendar days prior to the scheduled start date may be made without charge

Conference cancellation charges will be specified on the conference Web site or in the conference brochure for the event

Self-Paced Virtual Oasses and Web-Based Training Classes

You may not cancel once you submit an order for a Self-Paced Virtual Class or a Web-Based Training Class Once you submit the order you are responsible to pay the entire course price

Online Enrollment Before you submit your order review the machine requirements listed in the course description to ensure that your system meets the minimum requirements for this course After you submit the on-line order form you should receive a confirmation e-mail with communication about your ID and password and additional instructions to start the course You are billed for the course when you submit the order form

Once you receive your ID and Password you will be given a period of time to complete the course Please refer to the course description for specifics regarding your registered course ONCE YOU SUBMIT YOUR ORDER WE WILL NOT BE ABLE TO CANCEL THE ORDER

Patents and copyrights

Ifa third party claims that the education materials we provide to you infringe that partys patent or copyright we will defend you against that claim at our expense and pay all costs damages and attorneys fees that a court finally awards provided that you

1 promptly notify us in writing of the claim and 2 allow us to controL and cooperate with us in the defense and any related settlement negotiations

Ifsuch a claim is made or appears likely to be made you agree to permit us to enable you to continue to use the education materials or to modify or replace them Ifwe determine that none of these alternatives is reasonably available you agree to return the education materials to us on our written request We will then give you an appropriate credit for the returned materials

This is our entire ob1igation to you regarding any claim of infringement

We have no obligation regarding any claim based on your modification of education materials

27of33

Contract No ________

limitation of liability

Circumstances may arise where because of a default on our part or other liability you are entitled to recover damages from us In each such instance except for the payments referred to in our patent and copyright terms described above and damages for bodily injury (including death) and damage to real property and tangible personal property for which mM is legally Hable we are liable only for the charges for the class or education material that is the subject of the claim

This limit also applies to any ofour subcontractors It is the maximum for which we are collectively responsible

Items for which we are not liable Under no circumstances are we or our subcontractors liable for any of the following

] third-party claims against you for losses or damages (except as described above in the section entitled Patents and Copyrights and damages for bodily injury (including death) and damage to real property and tangible personal property for which mM is legally liable)

2 loss of or damage to your records or data or 3 special incidental or indirect damages or for any economic consequential damages (including lost

profits or savings) even ifwe are informed oftheir possibility

license

Any machine readable education materials that we provide to you will be subject to the terms and conditions ofa license agreement We will inform you of the applicable agreement

Warranty

THERE ARE NO EXPRESS WARRANTIES EXCEPT THOSE CONTAINED HEREIN OR IN ANY APPUCABLE UCENSE AGREEMENT THERE ARE NO IMPUED WARRANTIES INCLUDING BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE WE MAKE NO WARRANTY AS TO RESULTS TO BE ATTAINED BY ATTENDING OUR CLASSES OR USING OUR EDUCATION MATERIALS

Changes to this agreement

We may modifY these terms and conditions on written notice The modified terms and conditions will apply to your enrollment or order unless you cancel such enrollment or order prior to the effective date Otherwise for a change to be valid both of us must sign it Additional or different terms and conditions in any order or communication from you are void

General

bull You agree not to copy our copyrighted material without our prior written consent bull You agree not to use recording equipment in our classes without our prior written consent bull You agree not to use our trademarks trade names or other designations in any promotion or publication without our prior written consent bull You agree not to assign or otherwise transfer your rights under this Agreement without our prior

28of33

Contract No ________

written consent Any attempt to do so is void bull Neither of us is responsible for failure to fulfill any obligations due to causes beyond its control bull Neither ofus will bring a legal action (under this Agreement) more than two years after the cause of action arose bull Any terms of this Agreement which by their nature extend beyond its termination remain in effect until fulfilled and apply to respective successors and assignees

290f33

Contract No ________

EXHIBITB PAYMENT TERMS

1 The tenn ofthis Agreement is March 1 2012 through March 31 2013

2 Total payment under the tenns of this Agreement will not exceed the total amount of $14994000 This cost includes all taxes and all other charges

3 Invoices to County are due upon receipt of invoice and payable within thirty (30) days from receipt of invoice

The contractor will set up an mM Education Pack - online account for Alameda County Social Services Agency A total value offering of $1 7640000 to be placed immediately in the mM Education Pack - online account for a price of $14994000

4 Invoices will be approved by the Alameda County Social Services Agency Contract Liaison

5 Contractor shall submit invoice as required to

Alameda county Social Services Agency 2000 San Pablo Ave 4th floor

Oakland CA 94612 Attn Jerome Graham

300f33

C

EXHIBITC COUNTY OF ALAMEDA MINIMUM INSURANCE REQUIREMENTS

Wi1hout limiting MY other obligation or liabilily under this Agreement he Contractor at its sole rost and expense shall secure and keep in force he entire term of he as be he insuranre limits and endorsements

Commercial General Uability Premises Liability Products and Completed Operations Contractual

Personal and liabi B Commercial or Business Automobile Liability

All owned vehicles hired or leased vehicles non-owned borrowed and permissive uses Personal Automobile Liability is acceptable for individual contractors with no related activities Workers Compensation (WC) and Employers Uability (EL)

for all contractors with eml)Jovees

o Endorsements and Conditions

$1000000 per occurrence (CSl) Bodily Injury and Property Damage

$1000000 per occurrence (CSL) My Auto Bodily Injury and Property Damage

or disease

1 ADDmONAL INSURED All insurance required above with the exception of Personal Automobile LiabilityI Workers Compensation and Employers Liability shall be endorsed to name as additional insured County of Alameda its Board of SUpervisors the individual members thereof and all County officers agents employees and representatives

2 DURATION OF COVERAGE All required insurance shall be maintained during the entire term of the Agreement with the following exception Insurance policies and coverage(s) written on aclaims-made basis shall be maintained during the entire term of the Agreement and until 1year following expiration of the Agreemen~ as long as such coverage remains commercially available in the market place

3 REDUCTION OR UMIT OF OBLIGATION The insurance policies provided for in Aand Babove shall be primary and non contributory only with respect to liability arising out of this Agreement Pursuant to the provisions of this Agreement insurance effected or procured by the Contractor shall not reduce or limit Contractors contractual obligation to indemnify and defend the Indemnified Parties

4 INSURER ANANCIAL RAnNG Insurance shall be maintained through an insurer with aAM Best Rating of no less than AshyVlI or equivalen~ and shall be admitted to the State of California unless otherwise waived by Risk Management Acceptance of Contractors insurance by County shall not relieve or decrease the liability of Contractor hereunder My deductible or selfshyinsured retention amount or other similar obligation under the policies shall be the sole responsibility of the Contractor

S SUBCONTRACTORS Contractor shall include all subcontractors as an insured (covered party) under its policies or shall furnish separate certificates and endorsements for each subcontractor All coverages for subcontractors shall be subject to all of the requirements stated herein

6 JOINT VENTURES If Contractor is an association partnership or other joint business venture required insurance shall be provided by anyone of the following methods

- Separate insurance policies issued for each individual entity with each entity included as aNamed Insured (covered party) or at minimum named as an Additional Insured on the others policies Joint insurance program with the association partnership or other joint business venture included as a Named Insured

7 CANCELLATION OF INSURANCE Should any of the above described policies be cancelled before the expiration date thereof notice will be delivered in accordance with the policy provisions

8 CERTIACATE OF INSURANCE Before commencing operations under this Agreemen~ Contractor shall provide Certificate(s) of Insurance and applicable insurance endorsements in form and satisfactory to County evidencing that all required insurance coverage is in effect The County reserves the rights to require the Contractor to provide complete certified copies of all required insurance policies The require certificate(s) and endorsements must be sent to

- DepartmentAgency issuing the contract With acopy to the Contracts Office (2000 San Pablo Ave 4th floor Oakland CA 94612)

Certificate C-1 Form 2001-1

31of33

________________________________ _

Contract No ________

EXHIBITD

COUNTY OF ALAMEDA DEBARMENT AND SUSPENSION CERTIFICATION

(Applicable to all agreements funded in part or whole with federal funds and contracts over $25000)

The contractor under penalty of perjury certifies that except as noted below contractor its principals and any named and unnamed subcontractor

bull Is not currently under suspension debarment voluntary exclusion or

determination of ineligibility by any federal agency

bull Has not been suspended debarred voluntarily excluded or determined

ineligible by any federal agency within the past three years

bull Does not have a proposed debarment pending and

bull Has not been indicted convicted or had a civil judgment rendered against it by

a court of competent jurisdiction in any matter involving fraud or official

misconduct within the past three years

If there are any exceptions to this certification insert the exceptions in the following space

Exceptions will not necessarily result in denial of award but will be considered in determining contractor responsibility For any exception noted above indicate belOw to whom it applies initiating agency and dates of action

Notes Providing false information may result in criminal prosecution or administrative sanctions The above certification is part of the Standard Services Agreement Signing this Standard Services Agreement on the signature portion thereof shall also constitute signature of this Certification

CONTRACTOR __~~__L-

PRINCIPAL~~---ll-I-L-_o_--GlI_V__f___ TITLE~~)(UltJ~ltCJJ St(

SIGNATURE~-+-----=----____ DATEcl ~ (jJ~

32of33

Contract No _______

EXHmITE

COUNTY OF ALAMEDA CONTRACT COMPLIANCE REPORTING REQUIREMENTS

Upon receipt of signed contract documents prime contractor shall immediately enterassign subcontractors in the Syste~ confum payments received from the County within 5 business days in the Syste~ immediately enter payments made to subcontractors and ensure that subcontractors confirm they received payments within 5 business days in the System Subcontractors shall confirm their payments received from the prime contractor within 5 business days in the System

Alameda County Contract Compliance System training and ongoing support are provided at no charge to contractors and participating sub-contractors awarded a contract as a result of this bid process for this project Contractors having contracts with the County should schedule a representative from their officecompany along with each of their subcontractors to attend training The training schedule may be viewed online at httpwwwelationsyscomelatiollsysisupport lhtm or call Elation Systems at (510) 764shy1870 A special access code will be provided to contractors and subcontractors participating in this contract awarded to allow use of the System free of charge

It is the Contractors responsibility to ensure that they and their subcontractors are registered and trained as required to utilize the Alameda County Contract Compliance System Training sessions are approximately one hour and will be held periodically in a number of locations throughout Alameda COWlty

330f33

DATE MDDIYYYYCERTIFICATE OF LIABILITY INSURANCE 211012012

THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMA11ON ONLY AND CONFERS NO RIGHTS UPON TtE CERTFICATE HOLDER THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND EXTEND OR AtTER THE COVERAGE AFFORDED BY THE POUCIES BELOW THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BElWEEN THE ISSUING INSURER(S) AUTHORIZED REPRESENTATIVE OR PRODUCER AND TtE CERTIFICATE HOLDER

IMPORTANT If the certificate holder is an ADDmONAL INSURED the policy(ies) must be endorsed If SUBROGATION IS WAIVED subject to the terms and conditions ofthe policy certain policies may require an endorsement A statement on this certificate does not confer rights to the certificate holder in lieu of such enciorseme s

PROOUCER

Aon Risk Services Northeast Inc 199 Water Street New York NY 10038 Phone 8662667475 Fax 8664677847 AFFORDING COVERAGE HAIC INSURED COMPANY A ACE American Insurance Company

lnIemationaI Business -4achines Corp amp My Other Subsidiary Corp Owned 01 ConIrDlled by the Insured 1 New Orohan Road Armonk NY 10504 United Slates

INSUR

COVERAGES CERllFICATE NUMBER154795 REVISION NUMBER THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED NOTWITHSTANDING ANY REQUIREMENT TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO VllHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS EXCLUSIONS AND CONDITIONS OF SUCH POLICIES LlMrTS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS

INSR (fiUCf EFF POUCfEXPLTR TYPE OF INSURANCE POLICY NUMBER til UMITS

A GENERAL UABIUTY HDOG25529236 5212011 1512112012 EACH OCCURRENCE $1OQMQQ--shy~~ X COMMERCIAl GENERAl LIABILITY PREMISE$Ea ~~ncel 11000 000 = CLAIUS-MAOE [KJ OCCUR UED EXP (Anyone person) S2500000

- I PERSONAl amp ArN INJURY $1000000-

-- ~GENERAL AGGREGotTE $1000000

~L AGGREr9L1MIT ArPER i PROOUCTS-COMP~AGG $1000000

POLICY ~ LOG I i A AUlOIIOBILE UABlUlY ISAH08635948 51212011 51212012 COMBINED SINGLE LIMIT

51000000---shy (Eaarridentll2t ANY AUTO BOOIL Y INJURY (Per personl ALL OWNEO AUTOS f-shy

- ~LY INJURY (Peracddenl) SCHEDULED AUTOS PROPERTY DAMAGE-

- HIREOAUTOS i(Per_) r-middotmiddotmiddotmiddotmiddot

--shy ~AUTOS

I I UlIBRElILA UAB

I

Irl OCCUR i EACH OCCURRENCE

~

EXCESSUAS ~~ CLAIMS-MAOE AGGREGATE

- DEDUCTIBlE

IRETEImON $ WORIltERS COIIPENSA11ON i I~~Ullis I IdegJrANDEMPLOYERSUABUTY YIN shy

ANY PROPRIETORiPARTNERIEXECUTlVE D NIA

I

EL EACH ACCIDENT OFFlCERMEIBIR EXaUOED

I EL DISEASE - EA EMPLOYEE m(MIndaIoIy In NHI

~~~~~TIONSbel i EL OISEASEmiddot POLICY LIMIT

i i I I DESCRIP110N OF OPERATION$ LOCATION$I YEHlCLES Aflach ACORD 101 AcldiUoMlRemrb $chedm is ngtqulroocl)

Please see page 2 for any additional language

CERllFICATE HOLDER CANCELLAllON

Alameda County Department of Social Services 2000 San Pablo Ave Oakland CA 94612 United States

SHOULD ANY OF 1ME ABOVE DESCRIBED POLICIES BE CANCE1lED BEFORE lHE EXPlRA110N DATE lHEREOF NOnce WILL BE DElNERED IN ACCORDANCe WFTH lHE POLICY PROVISIONS

I

AUTHORIZED REPRESENTAlIYE

AuIhcfized ReJgtresenlatve ~_yen~ ~~~~~bullw __ J_ PIaI Risk SenIkes NonheasI Inc

ISgt 1988-2009 ACORD CORPORATION AI righIs reserved

ACORD 25 (2009101 The ACORD name and logo are registered marks ofACORD Page 1 of2

ADDITIONAL REMARKS SCHEDULE AGENCY

Aon Risk Services Northeast Inc 199 Water Street New York NY 10038 Phone 8662667475 Fax 8664677847

NAIlED INSURED IntemaUonal Business Machines CoIp amp Ally Other SubsidiaIy CoIp Owned Of Contro8ed by lIle Insured 1 New Ordlard Road Armonk NY 10504 United Slates

EFFECTIVE DATE

ADDITIONAL REMARKS

THIS ADDITIONAL REMARKS FORM IS A SCHEDULE TO ACORD FORM

FORM NUMBER 25 FORM TITLE CERTIFICATE OF LIABILITY INSURANCE

[Alameda County Department of SOcial Services County of Alameda its Board of SUpervisors the individual members hereof and all County officers agents employees and representatives are hereby named as additional insureds on

General Liability policies but only to the extent that their interest may appear

Additional Language The insurance coverage provided for herein shall be primary and non contributory only wi1h respect to liabHity arising out of this Agreement with respect to liabHity arising out of IBMs negligence and as respects this contract only

Project IBM Education Pack Services

If there is a question regarding this certificate please contact Edward DiNardo (Email dinardoeusibmcom Phone 916-567-2922)

~ operations incidental to the conduct of insureds business in the United States of America

ACORD 101 (2008101) 2008 ACORD CORPORA nON All rights reserved The ACORD name and logo are registered marks of ACORD

Page 20f2

tC~RiJ CERTIFICATE OF LIABILITY INSURANCE I DlTE 1I1IfDOIYYYY)

21102012

THIS CERnFICATE IS ISSUED AS A MATTER OF INFORMA nON ONLY AND CONFERS NO RIGHTS UPON TIE CERTIFICATE HOLDER THIS CERnFICATE DOES NOT AFFlRMAnvaY OR NEGAnVELY AMEND EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POUCIES BELOW THIS CERnFICATE OF INSURANCE DOES NOT CONSTITUlE A CONTRACT BETWEEN THE ISSUING INSURER(S) AUTHORIZED REPRESENTAnVE OR PRODUCER AND TIE CERTIFICATE HOLDER

IMPORTANT Iftlle certifieate holder is an ADDITIONAL INSURED the policy(ies) must be endorsed If SUBROGAnON IS WAIVED subject to the terms and conditions of the policy certain policies may require an endorsement A statement on this certifICate does not confer rights to the certificate holder in lieu of such endorsement(s)

PRODUCER =~NT Aon Risk Services Northeast Inc 1pound Ir~No)199 Water Street New York NY 10038 Phone 8662667475 Fax 8664677847 INSURER(S) AFFORDING COIlERAGE HAIC

INSURED COMPNff A liberty Insurance Corporal

International Business Madlines CoqJ COMNoIY B liberty MulJaIII1SUrIIIIlt8 CcrIyengtany 1 New Ord1ard Road COMNoIY Co National Union Fino ance Company d 1IIIsbtJrgh PA Amlonk NY 10504 United Stales

COVERAGES CERT1FICATE NUMBER154796 REVISION NUMBER- THIS IS TO CERTIFY THAT THE POlICIES OF INSURANCE LISTED BEleW HAVE BEEN ISSueD TO THE INSUREO NAMED ABOVE FOR THE POlICY PERIOD INDICATED NOTWITHSTANDING ANY REQUIREMENT TERM OR CONDITION OF ANY COOTRACT OR OTHER DOCUMENT 1MTH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN THE INSURANCE AFFORDEO BY THE POLICIES DESCRIBEO HEREIN IS SUBJECT TO ALL THE TERMS EXCLUSIONS AND CONDITIONS OF SUCH POliCIES LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID ClAIMS

11tf TYPE OF INSURANCE IIHSR IWVD POLICY NIMIIER ~1fgtUCYEXP UIlITS

GENERAl UAaUlY I EACH OCCURRENCE

COMMERCIAL GENERAl LiABlLI1Y ~~~e~~nce) CLAIMS-MADE D OCCUR MED EXP (Anyone fgten)

PERSONAl amp AlN INJURY

GENERAl AGGREGATE

ESPER ~CT5 - calpop AGG

nLOC AIlOIIOIlILE UAaUlY COMBINED SINGLE LIMIT - (Ea 8Cdde1t)

ANY AUTO BOOI L Y INJURY (Per fgte11lOt)-shy

ALL OWNED AUTOS BODILY INJURY (Per accident)-

- SCHEDULED AUTOS PROPERTY DAMAGE

HIRED AUTOS (Per accident) -

NON-OWNED AUTOS - ~

UIIBRELlA UAB HOCCUR

EACH OCCURRENCE-EXCESSUAB CLAIMS-MADE AGGREGATE

---- DEDUCTIBLE

A WORKERS COIIPENSAllON WA7-6I)()0415ef4Z AOSPRNYlshy 11112012 1III2OIa X I T~~JWs I IO~A AND EMPLOYERS UAaUlY WA7-62D-laquol41SHi12 IYil 11112012 11112013 A YIM WC1~I-ltIOU5amp-I52 (OR WI) 11112012 11112013 $100000A ANY PROIRIETORIPARTNERlEXECUTIVE ~

MIA ~1_ExaNOHl 11112012 11112013 EL EACH ACCIDENT OFACERIMEI4BER EXClUDEDI (Mandatory In NKI

BH2HIC14158-1M2(V1) 11112012 11112013 EL DISEASE- EA EMPLOYEE $1ooampQQc 83-118922 a-) 11112012 IttrlO13

bull ~~~OPERATIONSIlet_ EL DISEASE POliCY LIMIT $100000

bull

DESCRIPllON OF OPERATIONS I LOCAnONS I VEHICLES (Attech ACORD 101 MdIlloMI Renlarlc8lchedule r mono fMICI Is required)

bullbull Includes EL coverage for monopolistic states NO PR WA WY

Please see page 2 for any additional language

CERT1FICATE HOLDER CANCELLATlON

Alameda County Department of Social Services 2000 San Pablo Ave Oakland CA 94612 United States

SHOULD Atlaquo OF THE ABOVE DESCRI8ED POUCIES BE CANCELLED BEFORE THE EXPIRATION DATE 1lIEREOF NOTICE WILL BE DELIVERED IN ACCORDANCE WrrH THE POLICY PROVISIONS

I

AUTHOIIZED REPRESEHTA1IYE

IIiutJori2od ~ smiddot~ _~4-~(~--w ___ --~~ -~kin Risk SeNices Nor1heast Inc

copy 1881-2009 ACORD CORPORA TlON An nghts reserved ACORD 26 (2009109) The ACORD name and logo are registered marks ofACORD

Page 1 of 2

ADDITIONAL REMARKS SCHEDULE AGENCY

ADo Risk Services Northeast Inc 199 Water Street New York NY 10038 Phone 8662667475 Fax 8664677847

NAIlED INSURED International Business Machines Corp 1 New Onhani Road Armonk NY 10504 United states

EFFECTIVE MTE

ADDmONAL REMARKS

THIS ADDITIONAL REMARKS FORM IS A SCHEDULE TO ACORD FORM

FORM NUMBER 25 FORM 11TLE CERTIFICATE OF LIABILITY INSURANCE

Project IBM Education Pack Services

Ifthere is a question regarding this certificate please contact Edward DiNardo (Email dinardoeusibmcom Phone 916-567-2922)

All operations incidental to the conduct of insureds business in the United States of America

ACORD 101 (2008101) C 2008 ACORD CORPORATION All rights reserved The ACORD name and logo are registered mal1ls of ACORD

Page 20f2

AKl K NAKAO Director

G~-r)ipDecember 5 2011

DEC 08 lOl1 TO Caroline Judy Assistant Direltltor GSA

RECE~vED FROM Tudor S Mosu Procurement Specialist n

SUBJECf Finding ofNon-Competition bull Sote Source 2084 Purchase from International Business Machines Corp Sacramento CA

This is to document my finding that competitive bidding is not possible for the purchase ofall IBM Education Pack in tho amount oUI 4994000 for the Social Services Agency (SSA) Infonnation Systems Department and therefore the Departmental Justification to Request a Waiver ofCounty Competitive Bidding Requirement copy attached is approved

In accordance with the County Administrative Code Section 412010 entitled UPurchases to be by Competitive Quotation all purchases of and contracts for materials supplies services fwnishings equipment livestock and other personal property shall be based wherever possible on competitive quotations

I have reviewed and researched the product and marketplace Based on my research ofthe departmental justifi~tion and internet I have detennined the requested product and supplier cannot be substituted and satisfy the Countys requirements International Business Machines Corp (IBM) is the only vendor capable to provide an online account to be used for IBM private courses at SSA on WM business intelligence data warehouse reporting classes IBM will add the SSA content customized to the training environment using Cognos Framework Manager and will provide a suite oftraining public and private courses technical conferences and selfmiddotpaced virtual classes This sole source request was posted on the County website for ten (10) business days and no other proposal was received Therefore competitive quotations are not possible and the request is recommended for your approval

The Social Services Agency is to obtain Board approval for services that exceed $25000 requesting authorization from the President of the Board to sign the contract or approve the purchase The Auditor-Controller issues Board signed contracts and Board approved purchase orders and purchase order changes withwithout signed contracts

te IIktt II Peill-o ValenciaDeputy Direct6rlDate

GSA Office ofAcquisition Policy

SLEB Compliant ______

Date~~~~_________ Director GSA

Attachment(s)

1401 LAKISIDE DRIVU SUITL 907 OAKLND CALIFORNIA 94612 PHmr 5102989600 [AX 5[02089626 wwwlt5(itnc~ovorg

GSA Sole Source Procurements - Alameda County Page lof2o Ala~~da co~ntys Offl~lal ~ebslte Skip County Banner 0 SHARE rJf l

~ go WoOFg i QUick links Citizens Business Seerch aegov IGO I Government Emergencies

GSA Home

Home

Introduction

AwardedClosed Contracts

Current Contracting Opportunltles

Arch 8 Engineering Construction

Sole Source Procurements

Goods 8 Services The contracts described below have been determined to comply with the County Sole Source Policy in ~flesrlonal Services that only a single source is available andor valid sole source exceptions to the competitive process

I-===----f exisl Upcoming ContractIng Opportunities

Arch amp Englnoaring Construction Goods amp Services ProfessIonal ServlceQ

Sole Source Procurements

Highland Project Contracts

AwardedClosedContracts CUlTent Contracting Opportunltles Upcoml Contracting

Contacts Teams

Vendor Info Vendor Guide Vendor Application (Online) Vendor Application

Public Works (PWA) Contracting Opportunities

CDA Construction Contracting Opportunities

StopWasteOrg

Advance NotIce of SoJe Source purchases are posted on-line for a minimum of five (Ii) business days prior to a contract being awarded For any additlonallnformatlon regarding contracts posted on thIs website please contact the appropriate parson listed below Thank you for your interest

Source Contract DescrIption

f1Ef1l Online Training Courses

f1I3JI Repair and Test fIre fighting ProtectiVe Clothing

Electro Shock Guns Cartridges BaHerlee amp Accessories

Estimate Award Date

120212011

11302011

111172011

Contact Person

Tudor S Mosu (510) 208-9614

Tudor S Mosu (510) 208-9614

Tudor S Mosu (510) 208-9614

mhtmIfilelICUserstmosuAppDataLocalMicrosoftWindowsTemporary Internet FilesContentOutlook1OYF6YPOGSA S 1210612011

Alameda County Auclttor-Controller Agencv Office of Contract Compliance OCC

FEDERAL GRANT FUNDS SMALL LOCAL EMERGING BUSINESS (SUI) WAIVER REQUEST

REQUIREDTOSOUCIT BlOSPROPOSALSAND AWARt)AMENO CONTRACTS THAT INCUJDe FtoERAl GRANT FUNDS THAT fROHI51l GIOORAPHICAl PREFERENCE)

mSfCDOfltcompr middot6 bbw and submit fhts form wlfh supporifng doclfrnentaion pecificolty stoHng that geographle preferences om bonnad fer the requetfed procurement to Tcmtnee TRlong Auditor Controller ace a QC 20111 or vIa email tot1Wlmf1lmn9_~99Uponapprovala fampdeKal Fundt WaNer number wm be I$SitEtd This numbM Is a mandatOf) field rGqooed tQ enter Q Procurement CollirUct In ALCOUMt ace wlJi mft-m upprovaill and denkds to tile Requesfing Depmtmem listed belew It IIIIftoI WQJvCW Is to $Cliett bids resubmlt c IOPY of the originally signed form Q nsed to tIWOrdlarYileM eo~ttI~ rlllquired addltlOlQllnfOOYlofl~l (3JiC bllliowl

1 Requasiing Department Ncme~_~~~9______ _~__________

A Contact First and Lost Nome~a~y Chen ___ _____ QiC 20203 __

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l ControctorNameCitYIM~IaClesett --~------------- iI Total Contract ValtJe $1499~O~ 5 3 fs i

L 3 fpoundlltroct S~ Date ~LJ~)2 U- COltmct End Dote=--zbJ~_IT1- - ~----- --~ -------- C 0 Contract Amendment --1_~J_ Also complete R 11 B2) and B 3) above WaWQr Req~Date

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Federal Re~Jutotlon NameNumber H~ltht~ S~~~L2~45ER~_~__~_

5 pound1 Che~~k here to lndicats that the Fedarar grant fundi are sub granted or PQssed through the State to the Couniy where State laws prohibit geogroph1cai preferences from the proctffemenf described obove and sub granf documerlts are aHached

State Regulation NomeNum r---=__

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EPLS Search Results Page 1 of 1

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httpsllwwweplsgoveplssearchdo full_name= Intemational+Business+Machines+Corpo 2142012

--------------

Contract No _______

IN WITNESS WHEREOF the parties hereto have executed this Agreement as of the day and year first above written

COUNTY OF ALAMEDA

By____________ Signature

Name (Printed)

Title President of the Board of Supervisors

Approved as to F onn

By ~ (tv ~ County Counsel Signature

INTERNATIONAL BUSINESS MACHINES CORPORATION

BY~~ Signature

Name VbI~ In0j (Printed)

Titlelc()(cJ i=(OJt G--e(

By signing above signatory warrants and represents that heshe executed this Agreement in hislher authorized capacity and that by hislher signature on this Agreement heshe or the entity upon behalf of which heshe acted executed this Agreement

40f33

Contract No _______

GENERAL TERMS AND CONDITIONS

1 INDEPENDENT CONTRACTOR No relationship of employer and employee is created by this Agreement it being ooderstood and agreed that Contractor is an independent contractor Contractor is not the agent or employee of the Coooty in any capacity whatsoever and Coooty shall not be liable for any acts or omissions by Contractor nor for any obligations or liabilities incurred by Contractor

Contractor shall have no claim under this Agreement or otherwise for seniority vacation time vacation pay sick leave personal time off overtime health insurance medical care hospital care retirement benefits social security disability Workers Compensation or unemployment insurance benefits civil service protection or employee benefits of any kind

Contractor shall be solely liable for and obligated to pay directly all applicable payroll taxes (including federal and state income taxes) or contributions for unemployment insurance or old age pensions or annuities which are imposed by any governmental entity in connection with the labor used or which are measured by wages salaries or other remuneration paid to its officers agents or employees and agrees to inde1ll11ifY and hold County harmless from any and all liability which County may incur because ofContractors failure to pay such amounts

hl carrying out the work contemplated herein Contractor shall comply with all applicable federal and state workers compensation and liability laws and regulations with respect to the officers agents andor employees conducting and participating in the work and agrees that such officers agents andor employees will be considered as independent contractors and shall not be treated or considered in any way as officers agents andor employees of County

Contractor does by this Agreement agree to perform hislher said work and functions at all times in strict accordance with currently approved methods and practices in hislher field and that the sole interest of County is to insure that said service shall be performed and rendered in a competent efficient timely and satisfactory manner and in accordance with the standards required by the Comlty agency concerned

Notwithstanding the foregoing if the ComIty determines that pursuant to state and federal law Contractor is an employee for purposes of income tax withholding Comlty may upon two weeks notice to Contractor withhold from payments to Contractor hereooder federal and state income taxes and pay said sums to the federal and state governments

2 INDEMNIFICATION To the fullest extent permitted by law Contractor shall hold harmless defend and indemnify the County ofAlameda its Board of

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Contract No _______

Supervisors employees and agents from and against any and all claims losses damages liabilities and expenses including but not limited to attorneys fees arising out of or resulting from the performance of services wIder this Agreement provided that any such claim loss damage liability or expense is attributable to bodily injury sickness disease death or to injury to or destruction ofproperty including the loss therefrom or to any violation of federal state or mWIicipallaw or regulation which arises out of or is any way cOlmected with the performance of this agreement (collectively Liabilities) except where such Liabilities are caused solely by the negligence or willful misconduct of any indemnitee The County may participate in the defense of any such claim without relieving Contractor of any obligation hereunder

hI the event that Contractor or any employee agent or subcontractor ofContractor providing services under this Agreement is determined by a court ofcompetent jurisdiction or the Alameda County Employees Retirement Association (ACERA) or California Public Employees Retirement System (PERS) to be eligible for enrollment in ACERA and PERS as an employee ofCounty Contractor shall indemnity defend and hold harmless County for the payment of any employee andor employer contributions for ACERA and PERS benefits on behalf of Contractor or its employees agents or subcontractors as well as for the payment ofany penalties and interest on such contributions which would otherwise be the responsibility of County

3 INSURANCE AND BOND Contractor shall at all times during the term of the Agreement with the County maintain in force those insurance policies and bonds as designated in the attached Exhibit C and will comply with all those requirements as stated therein

4 PREVAILING WAGES Pursuant to Labor Code SectiollS 1770 et seq Contractor shall pay to persollS performing labor in and about Work provided for in Contract not less than the general prevailing rate ofper diem wages for work ofa similar character in the locality in which the Work is performed and not less than the general prevailing rate ofper diem wages for legal holiday and overtime work in said locality which per diem wages shall not be less than the stipulated rates contained in a schedule thereof which has been ascertained and determined by the Director of the State Department ofIndustrial RelatiollS to be the general prevailing rate ofper diem wages for each craft or type ofworkman or mechanic needed to execute this contract

5 WORKERS COMPENSATION Contractor shall provide Workers Compensation insurance as applicable at Contractors own cost and expense and further neither the Contractor nor its carrier shall be entitled to recover from County any costs settlements or expenses of Workers Compensation claims arising out of this Agreement

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Conti-act No _______

6 CONFORMITY WITH LAW AND SAFETY

a In perfonning services under this Agreement Contractor shall observe and comply with all applicable laws ordinauces codes and regulations of governmental agencies including federal state municipal aud local governing bodies having jurisdiction over the scope of services including all applicable provisions of the California Occupational Safety aud Health Act Contractor shall indemnifY aud hold County harmless from auy aud all liability fines penalties and consequences from any of Contractors failures to comply with such laws ordinauces codes and regulations

b Accidents Ifa death serious personal injury or substantial property damage occurs in connection with Contractors performauce of this Agreement Contractor shall immediately notify the Alameda County Risk Mauagers Office by telephone Contractor shall promptly submit to County a written report in such form as may be required by COWIty of all accidents which occur in connection with this Agreement This report must include the following information (1) name aud address of the injured or deceased person(s) (2) name aud address of Contractors sub-Contractor if auy (3) name aud address of Contractors liability insurauce carrier aud (4) a detailed description of the accident aud whether auy of Countys equipment tools material or staff were involved

c Contractor further agrees to take all reasonable steps to preserve all physical evidence and information which may be relevant to the circumstauces surrounding a potential claim while maintaining public safety aud to graut to the County the opportunity to review aud inspect such evidence including the scene of the accident

7 DEBARMENT AND SUSPENSION CERTIFICATION (Applicable to all agreements funded in part or whole with federal funds and contracts over $25000)

a By signing this agreement aud Exhibit D Debarment and Suspension Certification ContractorGrantee agrees to comply with applicable federal suspension aud debannent regulations including but not limited to 7 Code of Federal Regulations (CFR) 301635 28 CFR 663529 CFR 973534 CFR 803545 CFR 9235 aud Executive Order 12549_

b By signing this agreement Contractor certifies to the best of its knowledge aud belief that it aud its principals

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Contract No _______

(1) Are not presently debarreeL suspended proposed for debannent declared ineligible or voluntary excluded by any federal department or agency

(2) Shall not knowingly enter into any covered transaction with a person who is proposed for debannent under federal regulations debarreeL suspendeeL declared ineligible or voluntarily excluded from participation in such transaction

8 PAYMENT For services performed in accordance with this Agreement payment shall be made to Contractor as provided ill Exhibit B hereto

9 TRA VEL EXPENSES Contractor shall not be allowed or paid travel expenses unless set forth in this Agreement

10 TAXES Payment of all applicable federal state and local taxes shall be the sole responsibility of the Contractor

11 OWNERSHIP OF DOCUMENTS Contractor hereby assigns to the County and its assignees all copyright and other use rights in any and all proposals plans specification designs drawings sketches renderings models reports and related documents (including computerized or electronic copies) respecting in any way the subject matter of this Agreement whether prepared by the County the Contractor the Contractors sub-Contractors or third parties at the request of the Contractor (collectively Documents and Materials) This explicitly includes the electronic copies of all above stated documentation

Contractor also hereby assigns to the County and its assignees all copyright and other use rights in any Documents and Materials including electronic copies stored in Contractors Information System respecting in any way the subject matter of this Agreement

Contractor shall be permitted to retain copies including reproducible copies and computerized copies of said Documents and Materials Contractor agrees to take such further steps as may be reasonably requested by County to implement the aforesaid assignment Iffor any reason said assignment is not effective Contractor hereby grants the County and any assignee of the County an express royalty - free license to retain and use said Documents and Materials The COWltyS rights Wider this paragraph shall apply regardless of the degree of completion of the Documents and Materials and whether or not Contractors services as set forth in Exhibit A of this Agreement have been fully performed or paid for

80f33

Contract No _______

In Contractors contracts with other Contractors Contractor shall expressly obligate its Sub-Contractors to grant the County the aforesaid assignment and license rights as to that Contractors Documents and Materials Contractor agrees to defend indemnifY and hold the County hannless from any damage caused by a failure of the Contractor to obtain such rights from its Contractors andor SubshyContractors

Contractor shall pay all royalties and license fees which may be due for any patented or copyrighted materials methods or systems selected by the Contractor and incorporated into the work as set forth in Exhibit bullbullA and shall defend indemnifY and hold the County hannless from any claims for infringement of patent or copyright arising out of such selection The Countys rights under this Paragraph II shall not extend to any computer software used to create such Documents and Materials

12 CONFLICT OF INTEREST CONFIDENTIALITY The Contractor covenants that it presently has no interest and shall not have any interest direct or indirect which would conflict in any manner with the performance of services required under this Agreement Without limitation Contractor represents to and agrees with the County that Contractor has no present and will have no future conflict of interest between providing the County services hereunder and any other person or entity (including but not limited to any federal or state wildlife environmental or regulatory agency) which has any interest adverse or potentially adverse to the County as determined in the reasonable judgment of the Board of Supervisors of the County

The Contractor agrees that any information whether proprietary or not made known to or discovered by it during the performance ofor in connection with this Agreement for the County will be kept confidential and not be disclosed to any other person The Contractor agrees to immediately notifY the County by notices provided in accordance with Paragraph 13 of this Agreement if it is requested to disclose any information made known to or discovered by it during the perfOlmance of or in connection with this Agreement These conflict of interest and future service provisions and limitations shall remain fully effective five (5) years after termination of services to the County hereunder

13 NOTICES Alll1otices requests demands or other communications under this Agreement shall be in writing Notices shall be given for all purposes as follows

Personal delivery When personally delivered to the recipient notices are effective on delivery

First Class Mail When mailed first class to the last address of the recipient known to the party giving notice notice is effective three (3) mail delivery days

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Contract No _______

after deposit in a United States Postal Service office or mailbox Certified Mail When mailed certified mail return receipt requested notice is effective on receipt if delivery is confirmed by a retun receipt

Overnight Delivery When delivered by overnight delivery (Federal ExpressAirbomelUnited Parcel ServicelDHL WorldWide Express) with charges prepaid or charged to the senders account notice is effective on delivery if delivery is colrlinned by the delivery service Telex or facsimile transmission When sent by telex or facsimile to the last telex or facsimile number of the recipient known to the party giving notice notice is effective on receipt provided that (a) a duplicate copy ofthe notice is promptly given by first-class or certified mail or by overnight delivery or (b) the receiving party delivers a written confirmation of receipt Any notice given by telex or facsimile shall be deemed received on the next business day if it is received after 500 pm (recipients time) or on a non-business day

Addresses for purpose of giving notice are as follows

To County COUNTY OF ALAMEDA Alameda County Social Services Agency 2000 San Pablo Ave 4th floor Oakland CA 94612 Attn Don Edwards (Assistant Agency Director)

To Contractor hlternational Business Machines (IBM) 256 Bomlie Sue Drive Villa Rica GA 30180 Attn Philip Davis (Education Account Executive Business Analytics)

Any correctly addressed notice that is refused wIclaimed or undeliverable because of an act or omission of the party to be notified shall be deemed effective as of the first date that said notice was refused unclaimed or deemed undeliverable by the postal authorities messenger or overnight delivery service

Any party may change its address or telex or facsimile number by giving the other party notice of the change in any manner permitted by this Agreement

14 USE OF COUNTY PROPERTY Contractor shall not use COWIty property (including equipment instruments and supplies) or persollnel for any purpose other than in the performance ofhislher obligations WIder this Agreement

15 EQUAL EMPLOYMENT OPPORTUNITY PRACTICES PROVISIONS Contractor assures that helshelit will comply with Title VII of the Civil Rights Act

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Contract No _______

of 1964 and that no person shaJL on the grounds ofrace creed color disability sex sexual orientation national origin age religion Vietnam era Veterans status political affiliation or any other non-merit factor be excluded from participation in be denied the benefits of or be otherwise subjected to discrimination wlder this Agreement

a Contractor shall in all solicitations or advertisements for applicants for employment placed as a result of this Agreement state that it is an Equal Opportunity Employer or that all qualified applicants will receive consideration for employment without regard to their race creed color disability sex sexual orientation national origin age religion Vietnam era Veterans status political affiliation or any other non-merit factor

b Contractor shall if requested to so do by the County certify that it has not in the performance of this Agreement discriminated against applicants or employees because of their race creed color disability sex sexual orientation national origin age religion Vietnam era Veterans status political affHiation or any other non-merit factor

c If requested to do so by the COWlty Contractor shall provide the COWlty with access to copies of all of its records pertaining or relating to its employment practices except to the extent such records or portions of such records are confidential or privileged wlder state or federal law

d Contractor shall recruit vigorously and encourage minority - and womenshyowned businesses to bid its subcontracts

e Nothing contained in this Agreement shall be construed in any manner so as to require or permit allY act which is prohibited by law

f The Contractor shall include the provisions set forth ill paragraphs A through E (above) in each of its subcontracts

16 DRUG-FREE WORKPLACE Contractor and Contractors employees shall comply with the Countys policy ofmaintaining a drug-free workplace Neither Contractor nor Contractors employees shall unlawfully manufacture distribute dispense possess or use controlled substances as defined in 21 US Code sect 812 including but not limited to marijuana heroin cocaine and amphetamines at any County facility or work site If Contractor or any employee of Contractor is convicted or pleads nolo contendere to a criminal drug statute violation occurring at a COWlty facility or work site the Contractor within five days thereafter shall notifY the head of the County departmentagency for which the contract services are performed Violation of this provision shall constitute a material breach of this Agreement

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Contract No _______

17 AUDITS ACCESS TO RECORDS The Contractor shall make available to the County its authorized agents officers or employees for examination any and all ledgers books of accounts invoices vouchers cancelled checks and other records or documents evidencing or relating to the expenditures and disbursements charged to the County and shall furnish to the County its authorized agents officers or employees such other evidence or information as the County may require with regard to any such expenditure or disbursement charged by the Contractor

The Contractor shall maintain full and adequate records in accordance with County requirements to show the actual costs incurred by the Contractor in the performance of this Agreement If such books and records are not kept and maintained by Contractor within the Cotmty ofAlameda California Contractor shall upon request of the County make such books and records available to the County for inspection at a location within County or Contractor shall pay to the County the reasonable and necessary costs incurred by the County in inspecting Contractors books and records including but not limited to travel lodging and subsistence costs Contractor shall provide such assistance as may be reasonably required in the course of such inspection The County further reserves the right to examine and reexamine said books records and data during the three (3) year period following termination of this Agreement or completion of all work herewlder as evidenced in writing by the County and the Contractor shall in no event dispose of destroy alter or mutilate said books records accounts and data in any manner whatsoever for three (3) years after the County makes the fmal or last payment or within three (3) years after any pending issues between the County and Contractor with respect to this Agreement are closed whichever is later

18 DOCUMENTS AND MATERIALS Contractor shall maintain and make available to County for its inspection and use during the term of this Agreement all Documents and Materials as defmed in Paragraph 11 of this Agreement Contractors obligations WIder the preceding sentence shall continue for three (3) years following termination or expiration of this Agreement or the completion of all work hereunder (as evidenced in writing by County) and Contractor shall in no event dispose of destroy alter or mutilate said Documents and Materials for three (3) years following the Countys last payment to Contractor under this Agreement

19 TIME OF ESSENCE Time is of the essence in respect to all provisions of this Agreement that specify a time for performance provided however that the foregoing shall not be construed to limit or deprive a party ofthe benefits of any grace or use period allowed in this Agreement

20 TERMINATION The County has and reserves the right to suspend terminate or abandon the execution of any work by the Contractor without cause at any time upon giving to the Contractor prior written notice In the event that the County

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Contract No _______

should abandol terminate or suspend the Contractors work the Contractor shall be entitled to payment for services provided hereunder prior to the effective date of said suspensiol termination or abandonment Said payment shall be computed in accordance with Exhibit B hereto provided that the maximum amount payable to Contractor for its ffiM Education Pack Services shall not exceed $14994000 payment for services provided hereunder prior to the effective date of said suspensiol termination or abandonment

21 SMALL LOCAL AND EMERGING BUSINESS (SLEB) PARTICIPATION

Contractor has been approved by County to participate in contract without SLEB participation (Waiver F308A attached) As a result there is no requirement to subcontract with another business in order to satisfy the Countys Small and Emerging Locally owned Business provision

However if circumstances or the terms of the contract should change Contractor may be required to immediately comply with the Countys Small and Emerging Local Business provisions including but not limited to

a Contractor must be a certified small or emerging local business( es) or subcontract a minimum 20 with a certified small or emerging local business(es)

b SLEB subcontractor(s) is independently owned and operated (ie is not owned or operated in any way by Prime) nor do any employees of either entity work for the other

c Small andor Emerging Local Business participation and current SLEB certification status must be maintained for the term of the contract Contractor shall ensure that their own certification status andor that of participating subcontractors (as is applicable) are maintained in compliance with the SLEB Program

d Contractor shall not substitute or add any small andor emerging local business( s) listed in this agreement without prior written approval from the County Said requests to substitute or add a small andor emerging local business shall be submitted in writing to the County department contract representative identified under Item 13 above Contractor will not be able to substitute the subcontractor without prior written approval from the Alameda County Auditor Controller Agency Office of Contract Compliance (OCC)

e All SLEB participatiol except for SLEB prime contractor must be tracked and monitored utilizing the Elation compliance System

13 of 33

Contract No _______

COWIty will be WIder no obligation to pay contractor for the percent committed to a SLEB (whether SLEB is a prime or subcontractor) if the work is not performed by the listed small andor emerging local business

For further information regarding the Small Local Emerging Business participation requirements and utilization of the Alameda COWlty Contract Compliance System contact the COWIty Auditor- Controllers Office ofContract Compliance (OCC) located at 1221 Oak St Rm 249 Oakland CA 94612 at Tel (510) 891-5500 Fax (510) 272-6502 or via E-mail at ACSLEBcomplianceacgovorg

c

22 FIRST SOURCE PROGRAM For contracts over $100000 Contractor shall provide COWIty ten (10) working days to refer to Contractor potential candidates to be considered by Contractor to fill any new or vacant positions that are necessary to fulfill their contractual obligations to the COWIty that Contractor has available during the contract term before advertising to the general public

23 CHOICE OF LAW This Agreement shall be governed by the laws of the State of California

24 WAIVER No waiver of a breach failure of any condition or any right or remedy contained in or granted by the provisions of this Agreement shall be effective wuess it is in writing and signed by the party waiving the breach failure right or remedy No waiver of any breach failure right or remedy shall be deemed a waiver of any other breach failure right or remedy whether or not similar nor shall any waiver constitute a continuing waiver unless the writing so specifies

25 ENTIRE AGREEMENT This Agreement including all attachments exhibits and any other documents specifically incorporated into this Agreement shall constitute the entire agreement between COWIty and Contractor relating to the subject matter of this Agreement As used herein Agreement refers to and includes any documents incorporated herein by reference and any exhibits or attachments This Agreement supersedes and merges all previous WIderstandings and all other agreements written or oral between the parties and sets forth the entire WIderstanding of the parties regarding the subject matter thereof The Agreement may not be modified except by a written document signed by both parties

26 HEADINGS herein are for convenience of reference Oluy and shall in no way affect interpretation of the Agreement

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Contract No _______

27 ADVERTISING OR PUBLICITY Contractor shall not use the name OfCOWIty its officers directors employees or agents in advertising or publicity releases or otherwise without securing the prior written consent of COWIty in each instance

28 MODIFICATION OF AGREEMENT This Agreement may be supplemented amended or modified only by the mutual agreement of the parties No supplement amendment or modification of this Agreement shall be binding wuess it is in writing and signed by authorized representatives of both parties

29 ASSURANCE OF PERFORMANCE If at any time County believes Contractor may not be adequately performing its obligations under this Agreement or that Contractor may fail to complete the Services as required by this Agreement COWIty may request from Contractor prompt written assurances of performance and a written plan acceptable to County to correct the observed deficiencies in Contractors performance Contractor shall provide such written assurances and written plan within ten (10) calendar days of its receipt of Countys request and shall thereafter diligently commence and fully perform such written plan Contractor acknowledges and agrees that any failure to provide such written assurances and written plan within the required time is a material breach under this Agreement

30 SUBCONTRACTINGASSIGNMENT Contractor shall not subcontract assign or delegate any portion of this Agreement or any duties or obligations hereunder without the Countys prior written approval

a Neither party shall on the basis ofthis Agreement contract on behalf ofor in the name of the other party Any agreement that violates this Section shall confer no rights on any party and shall be null and void

b Contractor shall use the subcontractors identified in Exhibit A and shall not substitute subcontractors without Countys prior written approval

c Contractor shall remain fully responsible for compliance by its subcontractors with all the terms ofthis Agreement regardless of the terms of any agreement between Contractor and its subcontractors

31 SURVIVAL The obligations of this Agreement which by their nature would continue beyond the termination on expiration of the Agreement including without limitation the obligations regarding Indemnification (Paragraph 2) Ownership of Documents (Paragraph 11) and Conflict of Interest (Paragraph 12) shall survive termination or expiration

32 SEVERABILITY If a court of competent jurisdiction holds any provision of this Agreement to be illegal unenforceable or invalid in whole or in part for any

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Contract No _______

reason the validity and enforceability of the remaining provisions or portions of them will not be affecteltL unless an essential purpose ofthis Agreement would be defeated by the loss ofthe illegal mlenforceable or invalid provision

33 PATENT AND COPYRIGHT INDEMNITY Contractor represents that it knows ofno allegations claims or threatened claims that the materials services hardware or software (Contractor Products) provided to ComIty under this Agreement infringe any patent copyright or other proprietary right Contractor shall defenltL indemnify and hold harmless ComIty of from and against all losses claims damages liabilities costs expenses and amounts (collectively Losses) arising out of or in connection with an assertion that any Contractor Products or the use thereof infringe any patent copyright or other proprietary right of any third party ComIty will ( 1) notify Contractor promptly of such claim suit or assertion (2) permit Contractor to defend compromise or settle the claim anltL (3) provide on a reasonable basis information to enable Contractor to do so Contractor shall not agree without Countys prior written consent to any settlement which would require County to pay money or perform some affirmative act in order to continue using the Contractor Products

a If Contractor is obligated to defend County pursuant to this Section 33 and fails to do so after reasonable notice from County County may defend itself andor settle such proceeding and Contractor shall pay to ComIty any and all losses damages and expenses (including attorneys fees and costs) incurred in relationship with ComItys defense andor settlement of such proceeding

b hI the case of any such claim of infringement Contractor shall either at its option (1) procure for ComIty the right to continue using the Contractor Products or (2) replace or modify the Contractor Products so that that they become non-infringing but equivalent in functionality and performance

c Notwithstanding this Section 33 ComIty retains the right and ability to defend itself at its own expense against any claims that Contractor Products infringe any patent copyright or other intellectual property right

34 OTHER AGENCIES Other tax supported agencies within the State of California who have not contracted for their own requirements may desire to participate in this contract The Contractor is requested to service these agencies and will be given the opportunity to accept or reject the additional requirements If the Contractor elects to supply other agencies orders will be placed directly by the agency and payments made directly by the agency

35 EXTENSION This agreement may be extended for two additional one year terms by mutual agreement of the ComIty and the Contractor

160f33

Contract No _______

36 SIGNATORY By signing this agreement signatory warrants and represents that heshe executed this Agreement ill hislher authorized capacity and that by hislher signature on this Agreement heshe or the entity upon behalf of which heshe acted executed this Agreement

[END OF GENERAL TERMS AND CONDITIONS]

170f33

--------Contract No

ADDITIONAL PROVISIONS

1 Exhibit E COUNTY OF ALAMEDA CONTRACT COMPLIANCE REPORTING REQUIREMENTS - Not applicable Federal Grant Funds SLEB Waiver approved F308A (attached) Waiver of county competitive bidding requirement approved by GSA (Attached copy of the GSA memo dated on 125111)

2 The IBM Education Pack -online account Program is subject to the terms and conditions of the IBM Agreement for Courses and Education Materials which can be found by accessing the IBM Web site via ibmcomltraininglustermshtmL

3 US County Government Alameda County Social Services Agency Only For US County Government Alameda County Social Services Agency ordering from the IBM GSA IT Schedule Contract Number GS-35F-4984H The terms and conditions of the GSA IT Schedule Contract apply and may be viewed at wwwibmcomleasyaccessgsa

For US County Government Alameda County Social Services Agency placing orders other than via the GSA IT Schedule Contract Terms and conditions equivalent to those contained in IBMs current GSA IT Schedule Contract apply Terms of IBMs current GSA IT Schedule Contract prevail in the event of a conflict with the commercial terms

The following General Terms and Agreement shan be modified as follows

4 Section 1 is amended and restated in its entirety as follows

INDEPENDENT CONTRACTOR No relationship of employer and employee is created by this Agreement it being understood and agreed that Contractor is an independent contractor Contractor is not the agent or employee of the County in any capacity whatsoever and County shall not be liable for any acts or omissions by Contractor nor for any obligations or ~iabilities incurred by Contractor

Contractor shall have no claim under this Agreement or otherwise for seniority vacation time vacation pay sick leave personal time off overtime health insurance medical care hospital care retirement benefits social security disability Workers Compensation or unemployment insurance benefits civil service protection or employee benefits of any kind

Contractor shall be solely liable for and obligated to pay directly all applicable payroll taxes (including federal and state income taxes) or contributions for unemployment insurance or old age pensions or annuities which are imposed by any governmental entity in connection with the labor used or which are measured by wages salaries or other remuneration paid to its officers agents or employees

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180f33

--------Contract No

In carrying out the work contemplated herein Contractor shall comply with all applicable federal and state workers compensation and liability laws and regulations with respect to the officers agents andor employees conducting and participating in the work and agrees that such officers agents andor employees will be considered as independent contractors and shall not be treated or considered in any way as officers agents andor employees of County

Contractor does by this Agreement agree to perfonn hislher said work and functions at all times in accordance with currently approved methods and practices in hislher field and that the sole interest of County is to insure that said service shall be perfonned and rendered in accordance with the Agreement

Notwithstanding the foregoing if the County detennines that pursuant to state and federal law Contractor is an employee for purposes of income tax withholding County may upon two weeks notice to Contractor withhold from payments to Contractor hereunder federal and state income taxes and pay said sums to the federal and state governments

5 Section 2 is amended and restated in its entirety as follows

INDEfYINIFICATION Contractor shall hold hannless and indemnifY the County of Alameda by defending the County of Alameda its Board of Supervisors employees and agents from and against any and all third party claims for damages on account of bodily injury (including death) or damage to real property or tangible personal property for which Contractor is legally liable to that third party and pay all costs damages and attorneys fees that a court finally awards or that are included in a settlement approved by Contractor provided that the County shall promptly notifY Contractor in writing of the claim and allow Contractor to control the defense and will cooperate with the Contractor in the defense and any related settlement negotiations The County may participate in the defense of any such claim at its own expense without relieving Contractor of any obligation hereunder

6 Section 6(a) is amended and restated in its entirety as follows

CONFORMITY WITH LAW AND SAFETY

a In perfonning services under this Agreement Contractor shall observe and comply with all laws ordinances codes and regulations of governmental agencies including federal state municipal and local governing bodies applicable to Contractor as a provider of infonnation technology products and services including all applicable provisions of the California Occupational Safety and Health Act

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--------Contract No

7 Section 10 is amended and restated in its entirety as follows

TAXES Payment of all applicable federal state and local taxes excluding those based on Contractors net income shall be the sole responsibility of the County unless proper exemption documentation is provided to the Contractor

8 Section 11 is amended and restated in its entirety as follows

OWNERSHIP OF DOCUMENTS Ownership of any Materials provided under this Agreement shall be as provided for in the Additional Provisions

9 Section 12 is amended and restated in its entirety as follows

CONFLICT OF INTEREST CONFIDENTIALITY The Contractor covenants that to the best of its knowledge and belief it presently has no interest and shall not have any interest direct or indirect which would conflict in any manner with the performance of services required under this Agreement Without limitation Contractor represents to and agrees with the County that Contractor has no present and will have no future conflict of interest between providing the County services hereunder and any other person or entity (including but not limited to any federal or state wildlife environmental or regulatory agency) which has any interest adverse or potentially adverse to the County as determined in the reasonable judgment of the Board of Supervisors of the County

10 Section 15( c) is amended and restated in its entirety as follows

c If requested to do so by the County Contractor shall provide the County with access to copies of all of its records pertaining or relating to its employment practices except to the extent such records or portions of such records are confidential or privileged under state or federal law andor in accordance with Contractors policies andor procedures

11 Section 16 is amended and restated in its entirety as follows

DRUG-FREE WORKPLACE Contractor and Contractors employees shall comply with the Countys policy ofmaintaining a drug-free workplace Neither Contractor nor Contractors employees shall unlawfully manufacture distribute dispense possess or use controlled substances as defined in 21 US Code sect 812 including but not limited to marijuana heroin cocaine and amphetamines at any County facility or work site If Contractor or any employee of Contractor is convicted or pleads nolo contendere to a criminal drug statute violation occurring at a County facility or work site the Contractor within five days thereafter shall notify the head of the County departmentagency for which the contract services are performed

200f33

Contract No ________

12 Section 17 is amended and restated in its entirety as follows

AUDITS ACCESS TO RECORDS The Contractor shall make available to the County its authorized agents officers or employees for examination any and all project records evidencing or relating to the expenditures and disbursements charged to the County and shall furnish to the County its authorized agents officers or employees such other evidence or information as the County may require with regard to any such expenditure or disbursement charged by the Contractor

If such project records are not kept and maintained by Contractor within the County of Alameda California Contractor shall upon request of the County makesuch project records available to the County for inspection at a location within County Contractor shall provide such assistance as may be reasonably required in the course of such inspection The County further reserves the right to examine and reexamine said project records during the three (3) year period following termination of this Agreement or completion of all work hereunder and the Contractor shall in no event dispose of destroy alter or mutilate said project records whatsoever for three (3) years after the County makes the final or last payment or within three (3) years after any pending issues between the County and Contractor with respect to this Agreement are closed whichever is later Notwithstanding anything else contained herein as in regards to this project in no event shall Contractor provide any confidential financial information including but not limited to cost or pricing methodologies overheads profit margins internal audit results or employee records

13 Section 18 is deleted in its entirety

14 Section 20 is amended and restated in its entirety as follows

TERMINATION The County has and reserves the right to terminate or abandon the execution of any work by the Contractor without cause at any time upon giving to the Contractor thirty (30) days prior written notice In the event that the County should terminate the Contractors work the Contractor shall be entitled to payment for services provided hereunder prior to the effective date of said termination Said payment shall be computed in accordance with Exhibit B hereto provided that the maximum amount payable to Contractor for its IBM Education Pack Services shall not exceed $14994000 payment for services provided hereunder prior to the effective date of said termination

210f33

--------Contract No

15 Section 22 is deleted in its entirety IBM does not anticipate any hiring with this education effort based upon IBMs global HR policies and procedures

16 Section 30 is amended and restated in its entirety as follows

SUBCONTRACTINGASSIGNMENT Contractor shall not subcontract assign or delegate any portion of this Agreement or any duties or obligations hereunder without providing the County with prior written notification

a Neither party shall on the basis of this Agreement contract on behalf of or in the name of the other party Any agreement that violates this Section shall confer no rights on any party and shall be null and void

b Contractor shall remain fully responsible for compliance by its subcontractors with all the terms of this Agreement in the performance of the services by such subcontractors regardless of the terms of any agreement between Contractor and its subcontractors

17 Section 33 PATENT AND COpy INDEMNITY is deleted in its entirety and will be governed by the terms and conditions as stated in APPENDIX A IBM Education Pack online account

County Counsel Signature ~ b ~)lto

220f33

Contract No ________

EXIDBITA DEFINITION OF SERVICES

Project IBM Education Pack - online account

Service The contractor will set up an IBM Education Pack - online account for Alameda County Social Services Agency A total value offering of $17640000 to be placed immediately in the IBM Education Pack - online account for a price of$14994000

bull Alameda County Social Services Agency will use the IBM Education Pack - online account discounted dollars to purchase IBM Training public and private courses IBM Technical Conferences designated by IBM Training and offered in the United States IBM Training self paced virtual classes at the regular retail price in effect at the time ofeach such purchase The account is available for use to train any employee of the Alameda County Social Services Agency These dollars can not be used in combination with any other discounts promotions or separately negotiated special rates (Refer to Appendix A - IBM Education Pack -online account Terms and Conditions)

bull IBM will invoice Alameda County Social Services Agency upon signing ofthis Agreement Information will be supplied identifying a user id and password for monitoring the online account Invoices are due in accordance with Exhibit B

bull This account is valid for twelve (12) months from the date it is first activated on 31112 The requested start date may be no later than sixty (60) days from the signing ofthis Agreement Any remaining balance at the end oftwelve (12) months will expire and is non-refundable

230f33

Contract No ________

APPENDIX A

IBM Education Pack -online account

Terms and conditions

Alameda County Social Services Agency is entitled to the discounting as described below

IBM Education Pack -online account -general terms and conditions

The ffiM Education Pack -online account is an electronic account you fund with training dollars to be used for ffiM Training offerings The account offers two options for funding which are $100 increments and preset amounts

Precision paymentplan with flexible levels in $JOO increments Value of 5100 increments Your Savings USD 52500 -59900 25-99 0010 USD 510000 -524~00 100 -249 5 USD 525000 -549900 250 -499 10010 USD 550000 -599~00 500 -999 11 USD 5100000 + 1000+ 12

Pre-set amOlmts are available in packages Value Your Price Your Savings USD52500 USD $2500 0010 USD 510000 USD $9500 5 USD525OOO USD22500 10 USDS50000 USD $44500 11 USD 5100000 USD $88000 12

1 The ffiM Education Pack -online account training dollars are valid for 12 months and are nonshyrefundable The ffiM Education Pack -online account can be used by one or more individuals in your organization

2 The ffiM Education Pack online account is valid for 12 months and extensions are prohibited 3 The activation date for the ffiM Education Pack -online account is the date ffiM Training receives the

application and billing information unless an alternate activation date is requested at the time the application is submitted An activation date of up to 60 days from the date of the application may be selected if indicated on the initial order form

4 The ffiM Education Pack -online account can be used for ffiM public courses private on-site courses instructor mentoring and most conferences designated by ffiM Training and offered in the US The ffiM Education Pack -online account may also be used for most ffiM e-Iearning designated by ffiM Training When using the ffiM Education Pack -online account to pay for a private onsite class you may use the training dollar vouchers for the class tuition instructor travel and living equipment and classroom rentals if applicable

5 When using the ffiM Education Pack online account to pay for a conference the funds may be used for conference tuition and some associated education sessions designated by ffiM Training

6 The ffiM Education Pack - online account cannot be used for classes or conferences which occur beyond the expiration date of the account funds The funds must be valid on the first day of the class or

240f33

Contract No _________

conference regardless of the date ofyour enrollment 7 Certain IBM Training courses may be excluded from this program To determine which IBM Training

courses are eligible for the program and which are excluded access our online catalog via the World Wide Web at ibncQmtrainingus to view IBM Training public course descriptions and conference scheduJes or contact 1800-IBM-TEACH (1-800-426-8322)

8 You must enroll in each individual course or conference prior to attending All enrollments in courses or conferences are subject to availability Enrollments and purchases must be guaranteed by an alternate method ofpayment You must check the IBM Education Pack online account box on the enrollment form Ifyou enroll by phone you must indicate you are using IBM Education Pack - online account funds to properly flag your enrollment record

9 To use your IBM Education Pack -online account funds you must debit your account PRIOR to the start ofthe course or conference by creating a voucher and submitting it online Each account voucher must be completed with Alameda County Social Services Agency number Alameda County Social Services Agency name and offering identification You must create a unique voucher for each individual enrollment or offering you purchase

10 The purchase of an IBM Education Pack -online account does not guarantee that a class will be held in a specific location

11 Ifyour enrollment status changes due to any cancellations you must access your IBM Education Pack online account and void applicable vouchers to return unused funds to your account balance The IBM Education Pack online account will not automatically update

12 The IBM Education Pack -online account is password protected IBM Training is not responsible for the misuse ofIBM Education Pack -online accounts

B Once the IBM Education Pack -online account is debited by creating a voucher for the offering your invoice will be credited for the value submitted up to 100010 of the course or conference tuition or other valid offering purchased If the amount of the created voucher from the IBM Education Pack-online account does not cover the entire tuition of the eligible IBM Training offering you will be billed the difference Ifyour IBM Education Pack -online account is not debited a bill for the offering will be sent

14 IBM Education Pack -online account cannot be used to pay for offerings that have already been billed or applied to previously taken courses

15 Once the IBM Education Pack -online account has been debited training dollars cannot be reapplied to the IBM Education Pack -online account

16 IBM Education Pack -online account training dollars cannot be combined with any other discounts offers programs coupons or promotions

17 IBM Education Pack -online account training dollars cannot be used to purchase additional IBM Education Packs -online accounts or other discount offerings

18 The No-Show and Cancellation policies apply and a bill for the full course or conference tuition will be sent if a student fails to attend or to cancel within the required period for a course or conference To use IBM Education Pack -online account training dollars to pay a No-Show or late cancellation bill send an e-mail to edpack(ZVusibmcom for processing instructions

19 IBM Education Pack -online account cannot be used to pay for IBM Training services engagements 20 Prices ofthis program and eligible offerings are subject to change without notice 21 Course and conference schedules are subject to change without notice 22 The IBM Education Pack -online account can only be resold by authorized IBM Business Partners

250f33

Contract No _________

Terms and conditions

IBM agreementor courses and education nuderitds

CUITent as of 01 Jan 2011

The following terms apply to I) enrollment in classes offered by ffiM and 2) orders for ffiMs education materials These tenus along with any applicable license agreement are the complete agreement between us regarding the courses or education materials we provide and replace any prior oral or written communications between us Attendance at a class or your use of any education materials constitutes your agreement to these tenus and conditions Occasionally we have offerings with additional or different terms and conditions If so we will provide those terms and conditions to you For example conference tenus and conditions are outlined in the conference registration section of the conference website or in the conference brochure for the event

Coulses and education mateais

We list our generally available courses and education materials in various IDM Catalogs ofEducation (Catalog) which we publish from time to time We may add or withdraw courses and education materials at any time without notice

Scheduling dasses

We will specify the dates of public classes Private or on-site classes will be scheduled by mutual agreement We may cancel any scheduled class on notice If we cancel a class for which you have prepaid we will refund the price you paid

Accommodations for students with disabilities

IDM locations are accessible for students with disabilities If reasonable accommodations are required for an individual with a disability please advise IDM of the accommodations in advance

Pces and payment

Prices for public classes will be those in effect on the date the class begins Prices include the use of required education materials and machines They do not include taxes or student travel and living expenses IDM reserves the right to increase prices at any time without prior notification Prices for private or on-site classes will be established based on your requirements Additional charges may apply such as instructor travel and living expenses facilities and remote lab support You agree to pay amounts due including applicable taxes and any late payment fees as we specify in the invoice Conference cancellation charges will be specified on the conference website or in the conference brochure for the event

Cancellation charges

Effective January 1 2011

You will be charged the full price of a public class ifyou do not cancel or reschedule your enrollment at least fourteen calendar days prior to the scheduled start date or ifyou do not show up for the class

260f33

Contract No _________

However you may cancel your class enrollment at any time within the three days following your initial or any rescheduled enrollment date without charge

Ifyou cancel a private or on-site class within seven calendar days prior to the scheduled start date you will be billed the full price ofthe class ifyou cancel between eight and fifteen calendar days prior to the scheduled start date you will be billed 25 of the full price and ifyou cancel between sixteen and twentyshyone calendar days prior to the scheduled start date you will be billed lOO of the full price Cancellation of a private or on-site class more than twenty-one calendar days prior to the scheduled start date may be made without charge

Conference cancellation charges will be specified on the conference Web site or in the conference brochure for the event

Self-Paced Virtual Oasses and Web-Based Training Classes

You may not cancel once you submit an order for a Self-Paced Virtual Class or a Web-Based Training Class Once you submit the order you are responsible to pay the entire course price

Online Enrollment Before you submit your order review the machine requirements listed in the course description to ensure that your system meets the minimum requirements for this course After you submit the on-line order form you should receive a confirmation e-mail with communication about your ID and password and additional instructions to start the course You are billed for the course when you submit the order form

Once you receive your ID and Password you will be given a period of time to complete the course Please refer to the course description for specifics regarding your registered course ONCE YOU SUBMIT YOUR ORDER WE WILL NOT BE ABLE TO CANCEL THE ORDER

Patents and copyrights

Ifa third party claims that the education materials we provide to you infringe that partys patent or copyright we will defend you against that claim at our expense and pay all costs damages and attorneys fees that a court finally awards provided that you

1 promptly notify us in writing of the claim and 2 allow us to controL and cooperate with us in the defense and any related settlement negotiations

Ifsuch a claim is made or appears likely to be made you agree to permit us to enable you to continue to use the education materials or to modify or replace them Ifwe determine that none of these alternatives is reasonably available you agree to return the education materials to us on our written request We will then give you an appropriate credit for the returned materials

This is our entire ob1igation to you regarding any claim of infringement

We have no obligation regarding any claim based on your modification of education materials

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Contract No ________

limitation of liability

Circumstances may arise where because of a default on our part or other liability you are entitled to recover damages from us In each such instance except for the payments referred to in our patent and copyright terms described above and damages for bodily injury (including death) and damage to real property and tangible personal property for which mM is legally Hable we are liable only for the charges for the class or education material that is the subject of the claim

This limit also applies to any ofour subcontractors It is the maximum for which we are collectively responsible

Items for which we are not liable Under no circumstances are we or our subcontractors liable for any of the following

] third-party claims against you for losses or damages (except as described above in the section entitled Patents and Copyrights and damages for bodily injury (including death) and damage to real property and tangible personal property for which mM is legally liable)

2 loss of or damage to your records or data or 3 special incidental or indirect damages or for any economic consequential damages (including lost

profits or savings) even ifwe are informed oftheir possibility

license

Any machine readable education materials that we provide to you will be subject to the terms and conditions ofa license agreement We will inform you of the applicable agreement

Warranty

THERE ARE NO EXPRESS WARRANTIES EXCEPT THOSE CONTAINED HEREIN OR IN ANY APPUCABLE UCENSE AGREEMENT THERE ARE NO IMPUED WARRANTIES INCLUDING BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE WE MAKE NO WARRANTY AS TO RESULTS TO BE ATTAINED BY ATTENDING OUR CLASSES OR USING OUR EDUCATION MATERIALS

Changes to this agreement

We may modifY these terms and conditions on written notice The modified terms and conditions will apply to your enrollment or order unless you cancel such enrollment or order prior to the effective date Otherwise for a change to be valid both of us must sign it Additional or different terms and conditions in any order or communication from you are void

General

bull You agree not to copy our copyrighted material without our prior written consent bull You agree not to use recording equipment in our classes without our prior written consent bull You agree not to use our trademarks trade names or other designations in any promotion or publication without our prior written consent bull You agree not to assign or otherwise transfer your rights under this Agreement without our prior

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Contract No ________

written consent Any attempt to do so is void bull Neither of us is responsible for failure to fulfill any obligations due to causes beyond its control bull Neither ofus will bring a legal action (under this Agreement) more than two years after the cause of action arose bull Any terms of this Agreement which by their nature extend beyond its termination remain in effect until fulfilled and apply to respective successors and assignees

290f33

Contract No ________

EXHIBITB PAYMENT TERMS

1 The tenn ofthis Agreement is March 1 2012 through March 31 2013

2 Total payment under the tenns of this Agreement will not exceed the total amount of $14994000 This cost includes all taxes and all other charges

3 Invoices to County are due upon receipt of invoice and payable within thirty (30) days from receipt of invoice

The contractor will set up an mM Education Pack - online account for Alameda County Social Services Agency A total value offering of $1 7640000 to be placed immediately in the mM Education Pack - online account for a price of $14994000

4 Invoices will be approved by the Alameda County Social Services Agency Contract Liaison

5 Contractor shall submit invoice as required to

Alameda county Social Services Agency 2000 San Pablo Ave 4th floor

Oakland CA 94612 Attn Jerome Graham

300f33

C

EXHIBITC COUNTY OF ALAMEDA MINIMUM INSURANCE REQUIREMENTS

Wi1hout limiting MY other obligation or liabilily under this Agreement he Contractor at its sole rost and expense shall secure and keep in force he entire term of he as be he insuranre limits and endorsements

Commercial General Uability Premises Liability Products and Completed Operations Contractual

Personal and liabi B Commercial or Business Automobile Liability

All owned vehicles hired or leased vehicles non-owned borrowed and permissive uses Personal Automobile Liability is acceptable for individual contractors with no related activities Workers Compensation (WC) and Employers Uability (EL)

for all contractors with eml)Jovees

o Endorsements and Conditions

$1000000 per occurrence (CSl) Bodily Injury and Property Damage

$1000000 per occurrence (CSL) My Auto Bodily Injury and Property Damage

or disease

1 ADDmONAL INSURED All insurance required above with the exception of Personal Automobile LiabilityI Workers Compensation and Employers Liability shall be endorsed to name as additional insured County of Alameda its Board of SUpervisors the individual members thereof and all County officers agents employees and representatives

2 DURATION OF COVERAGE All required insurance shall be maintained during the entire term of the Agreement with the following exception Insurance policies and coverage(s) written on aclaims-made basis shall be maintained during the entire term of the Agreement and until 1year following expiration of the Agreemen~ as long as such coverage remains commercially available in the market place

3 REDUCTION OR UMIT OF OBLIGATION The insurance policies provided for in Aand Babove shall be primary and non contributory only with respect to liability arising out of this Agreement Pursuant to the provisions of this Agreement insurance effected or procured by the Contractor shall not reduce or limit Contractors contractual obligation to indemnify and defend the Indemnified Parties

4 INSURER ANANCIAL RAnNG Insurance shall be maintained through an insurer with aAM Best Rating of no less than AshyVlI or equivalen~ and shall be admitted to the State of California unless otherwise waived by Risk Management Acceptance of Contractors insurance by County shall not relieve or decrease the liability of Contractor hereunder My deductible or selfshyinsured retention amount or other similar obligation under the policies shall be the sole responsibility of the Contractor

S SUBCONTRACTORS Contractor shall include all subcontractors as an insured (covered party) under its policies or shall furnish separate certificates and endorsements for each subcontractor All coverages for subcontractors shall be subject to all of the requirements stated herein

6 JOINT VENTURES If Contractor is an association partnership or other joint business venture required insurance shall be provided by anyone of the following methods

- Separate insurance policies issued for each individual entity with each entity included as aNamed Insured (covered party) or at minimum named as an Additional Insured on the others policies Joint insurance program with the association partnership or other joint business venture included as a Named Insured

7 CANCELLATION OF INSURANCE Should any of the above described policies be cancelled before the expiration date thereof notice will be delivered in accordance with the policy provisions

8 CERTIACATE OF INSURANCE Before commencing operations under this Agreemen~ Contractor shall provide Certificate(s) of Insurance and applicable insurance endorsements in form and satisfactory to County evidencing that all required insurance coverage is in effect The County reserves the rights to require the Contractor to provide complete certified copies of all required insurance policies The require certificate(s) and endorsements must be sent to

- DepartmentAgency issuing the contract With acopy to the Contracts Office (2000 San Pablo Ave 4th floor Oakland CA 94612)

Certificate C-1 Form 2001-1

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________________________________ _

Contract No ________

EXHIBITD

COUNTY OF ALAMEDA DEBARMENT AND SUSPENSION CERTIFICATION

(Applicable to all agreements funded in part or whole with federal funds and contracts over $25000)

The contractor under penalty of perjury certifies that except as noted below contractor its principals and any named and unnamed subcontractor

bull Is not currently under suspension debarment voluntary exclusion or

determination of ineligibility by any federal agency

bull Has not been suspended debarred voluntarily excluded or determined

ineligible by any federal agency within the past three years

bull Does not have a proposed debarment pending and

bull Has not been indicted convicted or had a civil judgment rendered against it by

a court of competent jurisdiction in any matter involving fraud or official

misconduct within the past three years

If there are any exceptions to this certification insert the exceptions in the following space

Exceptions will not necessarily result in denial of award but will be considered in determining contractor responsibility For any exception noted above indicate belOw to whom it applies initiating agency and dates of action

Notes Providing false information may result in criminal prosecution or administrative sanctions The above certification is part of the Standard Services Agreement Signing this Standard Services Agreement on the signature portion thereof shall also constitute signature of this Certification

CONTRACTOR __~~__L-

PRINCIPAL~~---ll-I-L-_o_--GlI_V__f___ TITLE~~)(UltJ~ltCJJ St(

SIGNATURE~-+-----=----____ DATEcl ~ (jJ~

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Contract No _______

EXHmITE

COUNTY OF ALAMEDA CONTRACT COMPLIANCE REPORTING REQUIREMENTS

Upon receipt of signed contract documents prime contractor shall immediately enterassign subcontractors in the Syste~ confum payments received from the County within 5 business days in the Syste~ immediately enter payments made to subcontractors and ensure that subcontractors confirm they received payments within 5 business days in the System Subcontractors shall confirm their payments received from the prime contractor within 5 business days in the System

Alameda County Contract Compliance System training and ongoing support are provided at no charge to contractors and participating sub-contractors awarded a contract as a result of this bid process for this project Contractors having contracts with the County should schedule a representative from their officecompany along with each of their subcontractors to attend training The training schedule may be viewed online at httpwwwelationsyscomelatiollsysisupport lhtm or call Elation Systems at (510) 764shy1870 A special access code will be provided to contractors and subcontractors participating in this contract awarded to allow use of the System free of charge

It is the Contractors responsibility to ensure that they and their subcontractors are registered and trained as required to utilize the Alameda County Contract Compliance System Training sessions are approximately one hour and will be held periodically in a number of locations throughout Alameda COWlty

330f33

DATE MDDIYYYYCERTIFICATE OF LIABILITY INSURANCE 211012012

THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMA11ON ONLY AND CONFERS NO RIGHTS UPON TtE CERTFICATE HOLDER THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND EXTEND OR AtTER THE COVERAGE AFFORDED BY THE POUCIES BELOW THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BElWEEN THE ISSUING INSURER(S) AUTHORIZED REPRESENTATIVE OR PRODUCER AND TtE CERTIFICATE HOLDER

IMPORTANT If the certificate holder is an ADDmONAL INSURED the policy(ies) must be endorsed If SUBROGATION IS WAIVED subject to the terms and conditions ofthe policy certain policies may require an endorsement A statement on this certificate does not confer rights to the certificate holder in lieu of such enciorseme s

PROOUCER

Aon Risk Services Northeast Inc 199 Water Street New York NY 10038 Phone 8662667475 Fax 8664677847 AFFORDING COVERAGE HAIC INSURED COMPANY A ACE American Insurance Company

lnIemationaI Business -4achines Corp amp My Other Subsidiary Corp Owned 01 ConIrDlled by the Insured 1 New Orohan Road Armonk NY 10504 United Slates

INSUR

COVERAGES CERllFICATE NUMBER154795 REVISION NUMBER THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED NOTWITHSTANDING ANY REQUIREMENT TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO VllHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS EXCLUSIONS AND CONDITIONS OF SUCH POLICIES LlMrTS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS

INSR (fiUCf EFF POUCfEXPLTR TYPE OF INSURANCE POLICY NUMBER til UMITS

A GENERAL UABIUTY HDOG25529236 5212011 1512112012 EACH OCCURRENCE $1OQMQQ--shy~~ X COMMERCIAl GENERAl LIABILITY PREMISE$Ea ~~ncel 11000 000 = CLAIUS-MAOE [KJ OCCUR UED EXP (Anyone person) S2500000

- I PERSONAl amp ArN INJURY $1000000-

-- ~GENERAL AGGREGotTE $1000000

~L AGGREr9L1MIT ArPER i PROOUCTS-COMP~AGG $1000000

POLICY ~ LOG I i A AUlOIIOBILE UABlUlY ISAH08635948 51212011 51212012 COMBINED SINGLE LIMIT

51000000---shy (Eaarridentll2t ANY AUTO BOOIL Y INJURY (Per personl ALL OWNEO AUTOS f-shy

- ~LY INJURY (Peracddenl) SCHEDULED AUTOS PROPERTY DAMAGE-

- HIREOAUTOS i(Per_) r-middotmiddotmiddotmiddotmiddot

--shy ~AUTOS

I I UlIBRElILA UAB

I

Irl OCCUR i EACH OCCURRENCE

~

EXCESSUAS ~~ CLAIMS-MAOE AGGREGATE

- DEDUCTIBlE

IRETEImON $ WORIltERS COIIPENSA11ON i I~~Ullis I IdegJrANDEMPLOYERSUABUTY YIN shy

ANY PROPRIETORiPARTNERIEXECUTlVE D NIA

I

EL EACH ACCIDENT OFFlCERMEIBIR EXaUOED

I EL DISEASE - EA EMPLOYEE m(MIndaIoIy In NHI

~~~~~TIONSbel i EL OISEASEmiddot POLICY LIMIT

i i I I DESCRIP110N OF OPERATION$ LOCATION$I YEHlCLES Aflach ACORD 101 AcldiUoMlRemrb $chedm is ngtqulroocl)

Please see page 2 for any additional language

CERllFICATE HOLDER CANCELLAllON

Alameda County Department of Social Services 2000 San Pablo Ave Oakland CA 94612 United States

SHOULD ANY OF 1ME ABOVE DESCRIBED POLICIES BE CANCE1lED BEFORE lHE EXPlRA110N DATE lHEREOF NOnce WILL BE DElNERED IN ACCORDANCe WFTH lHE POLICY PROVISIONS

I

AUTHORIZED REPRESENTAlIYE

AuIhcfized ReJgtresenlatve ~_yen~ ~~~~~bullw __ J_ PIaI Risk SenIkes NonheasI Inc

ISgt 1988-2009 ACORD CORPORATION AI righIs reserved

ACORD 25 (2009101 The ACORD name and logo are registered marks ofACORD Page 1 of2

ADDITIONAL REMARKS SCHEDULE AGENCY

Aon Risk Services Northeast Inc 199 Water Street New York NY 10038 Phone 8662667475 Fax 8664677847

NAIlED INSURED IntemaUonal Business Machines CoIp amp Ally Other SubsidiaIy CoIp Owned Of Contro8ed by lIle Insured 1 New Ordlard Road Armonk NY 10504 United Slates

EFFECTIVE DATE

ADDITIONAL REMARKS

THIS ADDITIONAL REMARKS FORM IS A SCHEDULE TO ACORD FORM

FORM NUMBER 25 FORM TITLE CERTIFICATE OF LIABILITY INSURANCE

[Alameda County Department of SOcial Services County of Alameda its Board of SUpervisors the individual members hereof and all County officers agents employees and representatives are hereby named as additional insureds on

General Liability policies but only to the extent that their interest may appear

Additional Language The insurance coverage provided for herein shall be primary and non contributory only wi1h respect to liabHity arising out of this Agreement with respect to liabHity arising out of IBMs negligence and as respects this contract only

Project IBM Education Pack Services

If there is a question regarding this certificate please contact Edward DiNardo (Email dinardoeusibmcom Phone 916-567-2922)

~ operations incidental to the conduct of insureds business in the United States of America

ACORD 101 (2008101) 2008 ACORD CORPORA nON All rights reserved The ACORD name and logo are registered marks of ACORD

Page 20f2

tC~RiJ CERTIFICATE OF LIABILITY INSURANCE I DlTE 1I1IfDOIYYYY)

21102012

THIS CERnFICATE IS ISSUED AS A MATTER OF INFORMA nON ONLY AND CONFERS NO RIGHTS UPON TIE CERTIFICATE HOLDER THIS CERnFICATE DOES NOT AFFlRMAnvaY OR NEGAnVELY AMEND EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POUCIES BELOW THIS CERnFICATE OF INSURANCE DOES NOT CONSTITUlE A CONTRACT BETWEEN THE ISSUING INSURER(S) AUTHORIZED REPRESENTAnVE OR PRODUCER AND TIE CERTIFICATE HOLDER

IMPORTANT Iftlle certifieate holder is an ADDITIONAL INSURED the policy(ies) must be endorsed If SUBROGAnON IS WAIVED subject to the terms and conditions of the policy certain policies may require an endorsement A statement on this certifICate does not confer rights to the certificate holder in lieu of such endorsement(s)

PRODUCER =~NT Aon Risk Services Northeast Inc 1pound Ir~No)199 Water Street New York NY 10038 Phone 8662667475 Fax 8664677847 INSURER(S) AFFORDING COIlERAGE HAIC

INSURED COMPNff A liberty Insurance Corporal

International Business Madlines CoqJ COMNoIY B liberty MulJaIII1SUrIIIIlt8 CcrIyengtany 1 New Ord1ard Road COMNoIY Co National Union Fino ance Company d 1IIIsbtJrgh PA Amlonk NY 10504 United Stales

COVERAGES CERT1FICATE NUMBER154796 REVISION NUMBER- THIS IS TO CERTIFY THAT THE POlICIES OF INSURANCE LISTED BEleW HAVE BEEN ISSueD TO THE INSUREO NAMED ABOVE FOR THE POlICY PERIOD INDICATED NOTWITHSTANDING ANY REQUIREMENT TERM OR CONDITION OF ANY COOTRACT OR OTHER DOCUMENT 1MTH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN THE INSURANCE AFFORDEO BY THE POLICIES DESCRIBEO HEREIN IS SUBJECT TO ALL THE TERMS EXCLUSIONS AND CONDITIONS OF SUCH POliCIES LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID ClAIMS

11tf TYPE OF INSURANCE IIHSR IWVD POLICY NIMIIER ~1fgtUCYEXP UIlITS

GENERAl UAaUlY I EACH OCCURRENCE

COMMERCIAL GENERAl LiABlLI1Y ~~~e~~nce) CLAIMS-MADE D OCCUR MED EXP (Anyone fgten)

PERSONAl amp AlN INJURY

GENERAl AGGREGATE

ESPER ~CT5 - calpop AGG

nLOC AIlOIIOIlILE UAaUlY COMBINED SINGLE LIMIT - (Ea 8Cdde1t)

ANY AUTO BOOI L Y INJURY (Per fgte11lOt)-shy

ALL OWNED AUTOS BODILY INJURY (Per accident)-

- SCHEDULED AUTOS PROPERTY DAMAGE

HIRED AUTOS (Per accident) -

NON-OWNED AUTOS - ~

UIIBRELlA UAB HOCCUR

EACH OCCURRENCE-EXCESSUAB CLAIMS-MADE AGGREGATE

---- DEDUCTIBLE

A WORKERS COIIPENSAllON WA7-6I)()0415ef4Z AOSPRNYlshy 11112012 1III2OIa X I T~~JWs I IO~A AND EMPLOYERS UAaUlY WA7-62D-laquol41SHi12 IYil 11112012 11112013 A YIM WC1~I-ltIOU5amp-I52 (OR WI) 11112012 11112013 $100000A ANY PROIRIETORIPARTNERlEXECUTIVE ~

MIA ~1_ExaNOHl 11112012 11112013 EL EACH ACCIDENT OFACERIMEI4BER EXClUDEDI (Mandatory In NKI

BH2HIC14158-1M2(V1) 11112012 11112013 EL DISEASE- EA EMPLOYEE $1ooampQQc 83-118922 a-) 11112012 IttrlO13

bull ~~~OPERATIONSIlet_ EL DISEASE POliCY LIMIT $100000

bull

DESCRIPllON OF OPERATIONS I LOCAnONS I VEHICLES (Attech ACORD 101 MdIlloMI Renlarlc8lchedule r mono fMICI Is required)

bullbull Includes EL coverage for monopolistic states NO PR WA WY

Please see page 2 for any additional language

CERT1FICATE HOLDER CANCELLATlON

Alameda County Department of Social Services 2000 San Pablo Ave Oakland CA 94612 United States

SHOULD Atlaquo OF THE ABOVE DESCRI8ED POUCIES BE CANCELLED BEFORE THE EXPIRATION DATE 1lIEREOF NOTICE WILL BE DELIVERED IN ACCORDANCE WrrH THE POLICY PROVISIONS

I

AUTHOIIZED REPRESEHTA1IYE

IIiutJori2od ~ smiddot~ _~4-~(~--w ___ --~~ -~kin Risk SeNices Nor1heast Inc

copy 1881-2009 ACORD CORPORA TlON An nghts reserved ACORD 26 (2009109) The ACORD name and logo are registered marks ofACORD

Page 1 of 2

ADDITIONAL REMARKS SCHEDULE AGENCY

ADo Risk Services Northeast Inc 199 Water Street New York NY 10038 Phone 8662667475 Fax 8664677847

NAIlED INSURED International Business Machines Corp 1 New Onhani Road Armonk NY 10504 United states

EFFECTIVE MTE

ADDmONAL REMARKS

THIS ADDITIONAL REMARKS FORM IS A SCHEDULE TO ACORD FORM

FORM NUMBER 25 FORM 11TLE CERTIFICATE OF LIABILITY INSURANCE

Project IBM Education Pack Services

Ifthere is a question regarding this certificate please contact Edward DiNardo (Email dinardoeusibmcom Phone 916-567-2922)

All operations incidental to the conduct of insureds business in the United States of America

ACORD 101 (2008101) C 2008 ACORD CORPORATION All rights reserved The ACORD name and logo are registered mal1ls of ACORD

Page 20f2

AKl K NAKAO Director

G~-r)ipDecember 5 2011

DEC 08 lOl1 TO Caroline Judy Assistant Direltltor GSA

RECE~vED FROM Tudor S Mosu Procurement Specialist n

SUBJECf Finding ofNon-Competition bull Sote Source 2084 Purchase from International Business Machines Corp Sacramento CA

This is to document my finding that competitive bidding is not possible for the purchase ofall IBM Education Pack in tho amount oUI 4994000 for the Social Services Agency (SSA) Infonnation Systems Department and therefore the Departmental Justification to Request a Waiver ofCounty Competitive Bidding Requirement copy attached is approved

In accordance with the County Administrative Code Section 412010 entitled UPurchases to be by Competitive Quotation all purchases of and contracts for materials supplies services fwnishings equipment livestock and other personal property shall be based wherever possible on competitive quotations

I have reviewed and researched the product and marketplace Based on my research ofthe departmental justifi~tion and internet I have detennined the requested product and supplier cannot be substituted and satisfy the Countys requirements International Business Machines Corp (IBM) is the only vendor capable to provide an online account to be used for IBM private courses at SSA on WM business intelligence data warehouse reporting classes IBM will add the SSA content customized to the training environment using Cognos Framework Manager and will provide a suite oftraining public and private courses technical conferences and selfmiddotpaced virtual classes This sole source request was posted on the County website for ten (10) business days and no other proposal was received Therefore competitive quotations are not possible and the request is recommended for your approval

The Social Services Agency is to obtain Board approval for services that exceed $25000 requesting authorization from the President of the Board to sign the contract or approve the purchase The Auditor-Controller issues Board signed contracts and Board approved purchase orders and purchase order changes withwithout signed contracts

te IIktt II Peill-o ValenciaDeputy Direct6rlDate

GSA Office ofAcquisition Policy

SLEB Compliant ______

Date~~~~_________ Director GSA

Attachment(s)

1401 LAKISIDE DRIVU SUITL 907 OAKLND CALIFORNIA 94612 PHmr 5102989600 [AX 5[02089626 wwwlt5(itnc~ovorg

GSA Sole Source Procurements - Alameda County Page lof2o Ala~~da co~ntys Offl~lal ~ebslte Skip County Banner 0 SHARE rJf l

~ go WoOFg i QUick links Citizens Business Seerch aegov IGO I Government Emergencies

GSA Home

Home

Introduction

AwardedClosed Contracts

Current Contracting Opportunltles

Arch 8 Engineering Construction

Sole Source Procurements

Goods 8 Services The contracts described below have been determined to comply with the County Sole Source Policy in ~flesrlonal Services that only a single source is available andor valid sole source exceptions to the competitive process

I-===----f exisl Upcoming ContractIng Opportunities

Arch amp Englnoaring Construction Goods amp Services ProfessIonal ServlceQ

Sole Source Procurements

Highland Project Contracts

AwardedClosedContracts CUlTent Contracting Opportunltles Upcoml Contracting

Contacts Teams

Vendor Info Vendor Guide Vendor Application (Online) Vendor Application

Public Works (PWA) Contracting Opportunities

CDA Construction Contracting Opportunities

StopWasteOrg

Advance NotIce of SoJe Source purchases are posted on-line for a minimum of five (Ii) business days prior to a contract being awarded For any additlonallnformatlon regarding contracts posted on thIs website please contact the appropriate parson listed below Thank you for your interest

Source Contract DescrIption

f1Ef1l Online Training Courses

f1I3JI Repair and Test fIre fighting ProtectiVe Clothing

Electro Shock Guns Cartridges BaHerlee amp Accessories

Estimate Award Date

120212011

11302011

111172011

Contact Person

Tudor S Mosu (510) 208-9614

Tudor S Mosu (510) 208-9614

Tudor S Mosu (510) 208-9614

mhtmIfilelICUserstmosuAppDataLocalMicrosoftWindowsTemporary Internet FilesContentOutlook1OYF6YPOGSA S 1210612011

Alameda County Auclttor-Controller Agencv Office of Contract Compliance OCC

FEDERAL GRANT FUNDS SMALL LOCAL EMERGING BUSINESS (SUI) WAIVER REQUEST

REQUIREDTOSOUCIT BlOSPROPOSALSAND AWARt)AMENO CONTRACTS THAT INCUJDe FtoERAl GRANT FUNDS THAT fROHI51l GIOORAPHICAl PREFERENCE)

mSfCDOfltcompr middot6 bbw and submit fhts form wlfh supporifng doclfrnentaion pecificolty stoHng that geographle preferences om bonnad fer the requetfed procurement to Tcmtnee TRlong Auditor Controller ace a QC 20111 or vIa email tot1Wlmf1lmn9_~99Uponapprovala fampdeKal Fundt WaNer number wm be I$SitEtd This numbM Is a mandatOf) field rGqooed tQ enter Q Procurement CollirUct In ALCOUMt ace wlJi mft-m upprovaill and denkds to tile Requesfing Depmtmem listed belew It IIIIftoI WQJvCW Is to $Cliett bids resubmlt c IOPY of the originally signed form Q nsed to tIWOrdlarYileM eo~ttI~ rlllquired addltlOlQllnfOOYlofl~l (3JiC bllliowl

1 Requasiing Department Ncme~_~~~9______ _~__________

A Contact First and Lost Nome~a~y Chen ___ _____ QiC 20203 __

8 Email Address~~~aOQCVmiddotorg ___ Phone Number ~~~~~ ____ 2 Procu~ement Oescriptlcm To p~asl an IB~~~tl0f~Jntonlln~ account) th~~lIIJr~~~

_IB~~~~gn~ pub~8 p~ate traini~gtpoundOUrses far saA Siaff _ CFOA No _9_~_5_5e___

3 1~~l9n~ checK aP2rgl~~~QY to fndrcqjg reason forYfaiver re9Y~______---

A 0 SoBd Bids with County Counsel approved modifled SlEB provlslons ___1___L__ ~

Wmvef Requeii ~ I=====================u____ t-__----i _101gt~r---------------- w 4 - bull _ IiT__ __ middot_-------1bull -- bullbull loW

IB II Award Contract wih COllnty COlJnSel OPPlOV(~ modifiampi SlES provIsions J IlL3 I W4livElf hquaat Delfs I

l ControctorNameCitYIM~IaClesett --~------------- iI Total Contract ValtJe $1499~O~ 5 3 fs i

L 3 fpoundlltroct S~ Date ~LJ~)2 U- COltmct End Dote=--zbJ~_IT1- - ~----- --~ -------- C 0 Contract Amendment --1_~J_ Also complete R 11 B2) and B 3) above WaWQr Req~Date

Dnme expiration Dote __~J1_ bull OMoo6Y Increase Amount $___~__~ ----~----~-- shy4 g Check here to in(iicate thai the FedefQ~ regulation Is ofialChed and speciflcally prohibits

geographical preferencs$ rrown he proc)r~met1 described above

Federal Re~Jutotlon NameNumber H~ltht~ S~~~L2~45ER~_~__~_

5 pound1 Che~~k here to lndicats that the Fedarar grant fundi are sub granted or PQssed through the State to the Couniy where State laws prohibit geogroph1cai preferences from the proctffemenf described obove and sub granf documerlts are aHached

State Regulation NomeNum r---=__

6 ---~~~~~~~gt-r--4-----n7io-y----shy r OClte

EPLS Search Results Page 1 of 1

Excluded Parties List System EPLS

Search Results Excluded By Firm Entity or Vessel International Business Machines Corporation

as of 14-Feb-2012 229 PM EST

Your search returned no results

httpsllwwweplsgoveplssearchdo full_name= Intemational+Business+Machines+Corpo 2142012

Contract No _______

GENERAL TERMS AND CONDITIONS

1 INDEPENDENT CONTRACTOR No relationship of employer and employee is created by this Agreement it being ooderstood and agreed that Contractor is an independent contractor Contractor is not the agent or employee of the Coooty in any capacity whatsoever and Coooty shall not be liable for any acts or omissions by Contractor nor for any obligations or liabilities incurred by Contractor

Contractor shall have no claim under this Agreement or otherwise for seniority vacation time vacation pay sick leave personal time off overtime health insurance medical care hospital care retirement benefits social security disability Workers Compensation or unemployment insurance benefits civil service protection or employee benefits of any kind

Contractor shall be solely liable for and obligated to pay directly all applicable payroll taxes (including federal and state income taxes) or contributions for unemployment insurance or old age pensions or annuities which are imposed by any governmental entity in connection with the labor used or which are measured by wages salaries or other remuneration paid to its officers agents or employees and agrees to inde1ll11ifY and hold County harmless from any and all liability which County may incur because ofContractors failure to pay such amounts

hl carrying out the work contemplated herein Contractor shall comply with all applicable federal and state workers compensation and liability laws and regulations with respect to the officers agents andor employees conducting and participating in the work and agrees that such officers agents andor employees will be considered as independent contractors and shall not be treated or considered in any way as officers agents andor employees of County

Contractor does by this Agreement agree to perform hislher said work and functions at all times in strict accordance with currently approved methods and practices in hislher field and that the sole interest of County is to insure that said service shall be performed and rendered in a competent efficient timely and satisfactory manner and in accordance with the standards required by the Comlty agency concerned

Notwithstanding the foregoing if the ComIty determines that pursuant to state and federal law Contractor is an employee for purposes of income tax withholding Comlty may upon two weeks notice to Contractor withhold from payments to Contractor hereooder federal and state income taxes and pay said sums to the federal and state governments

2 INDEMNIFICATION To the fullest extent permitted by law Contractor shall hold harmless defend and indemnify the County ofAlameda its Board of

50f33

Contract No _______

Supervisors employees and agents from and against any and all claims losses damages liabilities and expenses including but not limited to attorneys fees arising out of or resulting from the performance of services wIder this Agreement provided that any such claim loss damage liability or expense is attributable to bodily injury sickness disease death or to injury to or destruction ofproperty including the loss therefrom or to any violation of federal state or mWIicipallaw or regulation which arises out of or is any way cOlmected with the performance of this agreement (collectively Liabilities) except where such Liabilities are caused solely by the negligence or willful misconduct of any indemnitee The County may participate in the defense of any such claim without relieving Contractor of any obligation hereunder

hI the event that Contractor or any employee agent or subcontractor ofContractor providing services under this Agreement is determined by a court ofcompetent jurisdiction or the Alameda County Employees Retirement Association (ACERA) or California Public Employees Retirement System (PERS) to be eligible for enrollment in ACERA and PERS as an employee ofCounty Contractor shall indemnity defend and hold harmless County for the payment of any employee andor employer contributions for ACERA and PERS benefits on behalf of Contractor or its employees agents or subcontractors as well as for the payment ofany penalties and interest on such contributions which would otherwise be the responsibility of County

3 INSURANCE AND BOND Contractor shall at all times during the term of the Agreement with the County maintain in force those insurance policies and bonds as designated in the attached Exhibit C and will comply with all those requirements as stated therein

4 PREVAILING WAGES Pursuant to Labor Code SectiollS 1770 et seq Contractor shall pay to persollS performing labor in and about Work provided for in Contract not less than the general prevailing rate ofper diem wages for work ofa similar character in the locality in which the Work is performed and not less than the general prevailing rate ofper diem wages for legal holiday and overtime work in said locality which per diem wages shall not be less than the stipulated rates contained in a schedule thereof which has been ascertained and determined by the Director of the State Department ofIndustrial RelatiollS to be the general prevailing rate ofper diem wages for each craft or type ofworkman or mechanic needed to execute this contract

5 WORKERS COMPENSATION Contractor shall provide Workers Compensation insurance as applicable at Contractors own cost and expense and further neither the Contractor nor its carrier shall be entitled to recover from County any costs settlements or expenses of Workers Compensation claims arising out of this Agreement

60f33

Conti-act No _______

6 CONFORMITY WITH LAW AND SAFETY

a In perfonning services under this Agreement Contractor shall observe and comply with all applicable laws ordinauces codes and regulations of governmental agencies including federal state municipal aud local governing bodies having jurisdiction over the scope of services including all applicable provisions of the California Occupational Safety aud Health Act Contractor shall indemnifY aud hold County harmless from auy aud all liability fines penalties and consequences from any of Contractors failures to comply with such laws ordinauces codes and regulations

b Accidents Ifa death serious personal injury or substantial property damage occurs in connection with Contractors performauce of this Agreement Contractor shall immediately notify the Alameda County Risk Mauagers Office by telephone Contractor shall promptly submit to County a written report in such form as may be required by COWIty of all accidents which occur in connection with this Agreement This report must include the following information (1) name aud address of the injured or deceased person(s) (2) name aud address of Contractors sub-Contractor if auy (3) name aud address of Contractors liability insurauce carrier aud (4) a detailed description of the accident aud whether auy of Countys equipment tools material or staff were involved

c Contractor further agrees to take all reasonable steps to preserve all physical evidence and information which may be relevant to the circumstauces surrounding a potential claim while maintaining public safety aud to graut to the County the opportunity to review aud inspect such evidence including the scene of the accident

7 DEBARMENT AND SUSPENSION CERTIFICATION (Applicable to all agreements funded in part or whole with federal funds and contracts over $25000)

a By signing this agreement aud Exhibit D Debarment and Suspension Certification ContractorGrantee agrees to comply with applicable federal suspension aud debannent regulations including but not limited to 7 Code of Federal Regulations (CFR) 301635 28 CFR 663529 CFR 973534 CFR 803545 CFR 9235 aud Executive Order 12549_

b By signing this agreement Contractor certifies to the best of its knowledge aud belief that it aud its principals

70f33

Contract No _______

(1) Are not presently debarreeL suspended proposed for debannent declared ineligible or voluntary excluded by any federal department or agency

(2) Shall not knowingly enter into any covered transaction with a person who is proposed for debannent under federal regulations debarreeL suspendeeL declared ineligible or voluntarily excluded from participation in such transaction

8 PAYMENT For services performed in accordance with this Agreement payment shall be made to Contractor as provided ill Exhibit B hereto

9 TRA VEL EXPENSES Contractor shall not be allowed or paid travel expenses unless set forth in this Agreement

10 TAXES Payment of all applicable federal state and local taxes shall be the sole responsibility of the Contractor

11 OWNERSHIP OF DOCUMENTS Contractor hereby assigns to the County and its assignees all copyright and other use rights in any and all proposals plans specification designs drawings sketches renderings models reports and related documents (including computerized or electronic copies) respecting in any way the subject matter of this Agreement whether prepared by the County the Contractor the Contractors sub-Contractors or third parties at the request of the Contractor (collectively Documents and Materials) This explicitly includes the electronic copies of all above stated documentation

Contractor also hereby assigns to the County and its assignees all copyright and other use rights in any Documents and Materials including electronic copies stored in Contractors Information System respecting in any way the subject matter of this Agreement

Contractor shall be permitted to retain copies including reproducible copies and computerized copies of said Documents and Materials Contractor agrees to take such further steps as may be reasonably requested by County to implement the aforesaid assignment Iffor any reason said assignment is not effective Contractor hereby grants the County and any assignee of the County an express royalty - free license to retain and use said Documents and Materials The COWltyS rights Wider this paragraph shall apply regardless of the degree of completion of the Documents and Materials and whether or not Contractors services as set forth in Exhibit A of this Agreement have been fully performed or paid for

80f33

Contract No _______

In Contractors contracts with other Contractors Contractor shall expressly obligate its Sub-Contractors to grant the County the aforesaid assignment and license rights as to that Contractors Documents and Materials Contractor agrees to defend indemnifY and hold the County hannless from any damage caused by a failure of the Contractor to obtain such rights from its Contractors andor SubshyContractors

Contractor shall pay all royalties and license fees which may be due for any patented or copyrighted materials methods or systems selected by the Contractor and incorporated into the work as set forth in Exhibit bullbullA and shall defend indemnifY and hold the County hannless from any claims for infringement of patent or copyright arising out of such selection The Countys rights under this Paragraph II shall not extend to any computer software used to create such Documents and Materials

12 CONFLICT OF INTEREST CONFIDENTIALITY The Contractor covenants that it presently has no interest and shall not have any interest direct or indirect which would conflict in any manner with the performance of services required under this Agreement Without limitation Contractor represents to and agrees with the County that Contractor has no present and will have no future conflict of interest between providing the County services hereunder and any other person or entity (including but not limited to any federal or state wildlife environmental or regulatory agency) which has any interest adverse or potentially adverse to the County as determined in the reasonable judgment of the Board of Supervisors of the County

The Contractor agrees that any information whether proprietary or not made known to or discovered by it during the performance ofor in connection with this Agreement for the County will be kept confidential and not be disclosed to any other person The Contractor agrees to immediately notifY the County by notices provided in accordance with Paragraph 13 of this Agreement if it is requested to disclose any information made known to or discovered by it during the perfOlmance of or in connection with this Agreement These conflict of interest and future service provisions and limitations shall remain fully effective five (5) years after termination of services to the County hereunder

13 NOTICES Alll1otices requests demands or other communications under this Agreement shall be in writing Notices shall be given for all purposes as follows

Personal delivery When personally delivered to the recipient notices are effective on delivery

First Class Mail When mailed first class to the last address of the recipient known to the party giving notice notice is effective three (3) mail delivery days

9 of 33

Contract No _______

after deposit in a United States Postal Service office or mailbox Certified Mail When mailed certified mail return receipt requested notice is effective on receipt if delivery is confirmed by a retun receipt

Overnight Delivery When delivered by overnight delivery (Federal ExpressAirbomelUnited Parcel ServicelDHL WorldWide Express) with charges prepaid or charged to the senders account notice is effective on delivery if delivery is colrlinned by the delivery service Telex or facsimile transmission When sent by telex or facsimile to the last telex or facsimile number of the recipient known to the party giving notice notice is effective on receipt provided that (a) a duplicate copy ofthe notice is promptly given by first-class or certified mail or by overnight delivery or (b) the receiving party delivers a written confirmation of receipt Any notice given by telex or facsimile shall be deemed received on the next business day if it is received after 500 pm (recipients time) or on a non-business day

Addresses for purpose of giving notice are as follows

To County COUNTY OF ALAMEDA Alameda County Social Services Agency 2000 San Pablo Ave 4th floor Oakland CA 94612 Attn Don Edwards (Assistant Agency Director)

To Contractor hlternational Business Machines (IBM) 256 Bomlie Sue Drive Villa Rica GA 30180 Attn Philip Davis (Education Account Executive Business Analytics)

Any correctly addressed notice that is refused wIclaimed or undeliverable because of an act or omission of the party to be notified shall be deemed effective as of the first date that said notice was refused unclaimed or deemed undeliverable by the postal authorities messenger or overnight delivery service

Any party may change its address or telex or facsimile number by giving the other party notice of the change in any manner permitted by this Agreement

14 USE OF COUNTY PROPERTY Contractor shall not use COWIty property (including equipment instruments and supplies) or persollnel for any purpose other than in the performance ofhislher obligations WIder this Agreement

15 EQUAL EMPLOYMENT OPPORTUNITY PRACTICES PROVISIONS Contractor assures that helshelit will comply with Title VII of the Civil Rights Act

100f33

Contract No _______

of 1964 and that no person shaJL on the grounds ofrace creed color disability sex sexual orientation national origin age religion Vietnam era Veterans status political affiliation or any other non-merit factor be excluded from participation in be denied the benefits of or be otherwise subjected to discrimination wlder this Agreement

a Contractor shall in all solicitations or advertisements for applicants for employment placed as a result of this Agreement state that it is an Equal Opportunity Employer or that all qualified applicants will receive consideration for employment without regard to their race creed color disability sex sexual orientation national origin age religion Vietnam era Veterans status political affiliation or any other non-merit factor

b Contractor shall if requested to so do by the County certify that it has not in the performance of this Agreement discriminated against applicants or employees because of their race creed color disability sex sexual orientation national origin age religion Vietnam era Veterans status political affHiation or any other non-merit factor

c If requested to do so by the COWlty Contractor shall provide the COWlty with access to copies of all of its records pertaining or relating to its employment practices except to the extent such records or portions of such records are confidential or privileged wlder state or federal law

d Contractor shall recruit vigorously and encourage minority - and womenshyowned businesses to bid its subcontracts

e Nothing contained in this Agreement shall be construed in any manner so as to require or permit allY act which is prohibited by law

f The Contractor shall include the provisions set forth ill paragraphs A through E (above) in each of its subcontracts

16 DRUG-FREE WORKPLACE Contractor and Contractors employees shall comply with the Countys policy ofmaintaining a drug-free workplace Neither Contractor nor Contractors employees shall unlawfully manufacture distribute dispense possess or use controlled substances as defined in 21 US Code sect 812 including but not limited to marijuana heroin cocaine and amphetamines at any County facility or work site If Contractor or any employee of Contractor is convicted or pleads nolo contendere to a criminal drug statute violation occurring at a COWlty facility or work site the Contractor within five days thereafter shall notifY the head of the County departmentagency for which the contract services are performed Violation of this provision shall constitute a material breach of this Agreement

11 of 33

Contract No _______

17 AUDITS ACCESS TO RECORDS The Contractor shall make available to the County its authorized agents officers or employees for examination any and all ledgers books of accounts invoices vouchers cancelled checks and other records or documents evidencing or relating to the expenditures and disbursements charged to the County and shall furnish to the County its authorized agents officers or employees such other evidence or information as the County may require with regard to any such expenditure or disbursement charged by the Contractor

The Contractor shall maintain full and adequate records in accordance with County requirements to show the actual costs incurred by the Contractor in the performance of this Agreement If such books and records are not kept and maintained by Contractor within the Cotmty ofAlameda California Contractor shall upon request of the County make such books and records available to the County for inspection at a location within County or Contractor shall pay to the County the reasonable and necessary costs incurred by the County in inspecting Contractors books and records including but not limited to travel lodging and subsistence costs Contractor shall provide such assistance as may be reasonably required in the course of such inspection The County further reserves the right to examine and reexamine said books records and data during the three (3) year period following termination of this Agreement or completion of all work herewlder as evidenced in writing by the County and the Contractor shall in no event dispose of destroy alter or mutilate said books records accounts and data in any manner whatsoever for three (3) years after the County makes the fmal or last payment or within three (3) years after any pending issues between the County and Contractor with respect to this Agreement are closed whichever is later

18 DOCUMENTS AND MATERIALS Contractor shall maintain and make available to County for its inspection and use during the term of this Agreement all Documents and Materials as defmed in Paragraph 11 of this Agreement Contractors obligations WIder the preceding sentence shall continue for three (3) years following termination or expiration of this Agreement or the completion of all work hereunder (as evidenced in writing by County) and Contractor shall in no event dispose of destroy alter or mutilate said Documents and Materials for three (3) years following the Countys last payment to Contractor under this Agreement

19 TIME OF ESSENCE Time is of the essence in respect to all provisions of this Agreement that specify a time for performance provided however that the foregoing shall not be construed to limit or deprive a party ofthe benefits of any grace or use period allowed in this Agreement

20 TERMINATION The County has and reserves the right to suspend terminate or abandon the execution of any work by the Contractor without cause at any time upon giving to the Contractor prior written notice In the event that the County

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should abandol terminate or suspend the Contractors work the Contractor shall be entitled to payment for services provided hereunder prior to the effective date of said suspensiol termination or abandonment Said payment shall be computed in accordance with Exhibit B hereto provided that the maximum amount payable to Contractor for its ffiM Education Pack Services shall not exceed $14994000 payment for services provided hereunder prior to the effective date of said suspensiol termination or abandonment

21 SMALL LOCAL AND EMERGING BUSINESS (SLEB) PARTICIPATION

Contractor has been approved by County to participate in contract without SLEB participation (Waiver F308A attached) As a result there is no requirement to subcontract with another business in order to satisfy the Countys Small and Emerging Locally owned Business provision

However if circumstances or the terms of the contract should change Contractor may be required to immediately comply with the Countys Small and Emerging Local Business provisions including but not limited to

a Contractor must be a certified small or emerging local business( es) or subcontract a minimum 20 with a certified small or emerging local business(es)

b SLEB subcontractor(s) is independently owned and operated (ie is not owned or operated in any way by Prime) nor do any employees of either entity work for the other

c Small andor Emerging Local Business participation and current SLEB certification status must be maintained for the term of the contract Contractor shall ensure that their own certification status andor that of participating subcontractors (as is applicable) are maintained in compliance with the SLEB Program

d Contractor shall not substitute or add any small andor emerging local business( s) listed in this agreement without prior written approval from the County Said requests to substitute or add a small andor emerging local business shall be submitted in writing to the County department contract representative identified under Item 13 above Contractor will not be able to substitute the subcontractor without prior written approval from the Alameda County Auditor Controller Agency Office of Contract Compliance (OCC)

e All SLEB participatiol except for SLEB prime contractor must be tracked and monitored utilizing the Elation compliance System

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COWIty will be WIder no obligation to pay contractor for the percent committed to a SLEB (whether SLEB is a prime or subcontractor) if the work is not performed by the listed small andor emerging local business

For further information regarding the Small Local Emerging Business participation requirements and utilization of the Alameda COWlty Contract Compliance System contact the COWIty Auditor- Controllers Office ofContract Compliance (OCC) located at 1221 Oak St Rm 249 Oakland CA 94612 at Tel (510) 891-5500 Fax (510) 272-6502 or via E-mail at ACSLEBcomplianceacgovorg

c

22 FIRST SOURCE PROGRAM For contracts over $100000 Contractor shall provide COWIty ten (10) working days to refer to Contractor potential candidates to be considered by Contractor to fill any new or vacant positions that are necessary to fulfill their contractual obligations to the COWIty that Contractor has available during the contract term before advertising to the general public

23 CHOICE OF LAW This Agreement shall be governed by the laws of the State of California

24 WAIVER No waiver of a breach failure of any condition or any right or remedy contained in or granted by the provisions of this Agreement shall be effective wuess it is in writing and signed by the party waiving the breach failure right or remedy No waiver of any breach failure right or remedy shall be deemed a waiver of any other breach failure right or remedy whether or not similar nor shall any waiver constitute a continuing waiver unless the writing so specifies

25 ENTIRE AGREEMENT This Agreement including all attachments exhibits and any other documents specifically incorporated into this Agreement shall constitute the entire agreement between COWIty and Contractor relating to the subject matter of this Agreement As used herein Agreement refers to and includes any documents incorporated herein by reference and any exhibits or attachments This Agreement supersedes and merges all previous WIderstandings and all other agreements written or oral between the parties and sets forth the entire WIderstanding of the parties regarding the subject matter thereof The Agreement may not be modified except by a written document signed by both parties

26 HEADINGS herein are for convenience of reference Oluy and shall in no way affect interpretation of the Agreement

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27 ADVERTISING OR PUBLICITY Contractor shall not use the name OfCOWIty its officers directors employees or agents in advertising or publicity releases or otherwise without securing the prior written consent of COWIty in each instance

28 MODIFICATION OF AGREEMENT This Agreement may be supplemented amended or modified only by the mutual agreement of the parties No supplement amendment or modification of this Agreement shall be binding wuess it is in writing and signed by authorized representatives of both parties

29 ASSURANCE OF PERFORMANCE If at any time County believes Contractor may not be adequately performing its obligations under this Agreement or that Contractor may fail to complete the Services as required by this Agreement COWIty may request from Contractor prompt written assurances of performance and a written plan acceptable to County to correct the observed deficiencies in Contractors performance Contractor shall provide such written assurances and written plan within ten (10) calendar days of its receipt of Countys request and shall thereafter diligently commence and fully perform such written plan Contractor acknowledges and agrees that any failure to provide such written assurances and written plan within the required time is a material breach under this Agreement

30 SUBCONTRACTINGASSIGNMENT Contractor shall not subcontract assign or delegate any portion of this Agreement or any duties or obligations hereunder without the Countys prior written approval

a Neither party shall on the basis ofthis Agreement contract on behalf ofor in the name of the other party Any agreement that violates this Section shall confer no rights on any party and shall be null and void

b Contractor shall use the subcontractors identified in Exhibit A and shall not substitute subcontractors without Countys prior written approval

c Contractor shall remain fully responsible for compliance by its subcontractors with all the terms ofthis Agreement regardless of the terms of any agreement between Contractor and its subcontractors

31 SURVIVAL The obligations of this Agreement which by their nature would continue beyond the termination on expiration of the Agreement including without limitation the obligations regarding Indemnification (Paragraph 2) Ownership of Documents (Paragraph 11) and Conflict of Interest (Paragraph 12) shall survive termination or expiration

32 SEVERABILITY If a court of competent jurisdiction holds any provision of this Agreement to be illegal unenforceable or invalid in whole or in part for any

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reason the validity and enforceability of the remaining provisions or portions of them will not be affecteltL unless an essential purpose ofthis Agreement would be defeated by the loss ofthe illegal mlenforceable or invalid provision

33 PATENT AND COPYRIGHT INDEMNITY Contractor represents that it knows ofno allegations claims or threatened claims that the materials services hardware or software (Contractor Products) provided to ComIty under this Agreement infringe any patent copyright or other proprietary right Contractor shall defenltL indemnify and hold harmless ComIty of from and against all losses claims damages liabilities costs expenses and amounts (collectively Losses) arising out of or in connection with an assertion that any Contractor Products or the use thereof infringe any patent copyright or other proprietary right of any third party ComIty will ( 1) notify Contractor promptly of such claim suit or assertion (2) permit Contractor to defend compromise or settle the claim anltL (3) provide on a reasonable basis information to enable Contractor to do so Contractor shall not agree without Countys prior written consent to any settlement which would require County to pay money or perform some affirmative act in order to continue using the Contractor Products

a If Contractor is obligated to defend County pursuant to this Section 33 and fails to do so after reasonable notice from County County may defend itself andor settle such proceeding and Contractor shall pay to ComIty any and all losses damages and expenses (including attorneys fees and costs) incurred in relationship with ComItys defense andor settlement of such proceeding

b hI the case of any such claim of infringement Contractor shall either at its option (1) procure for ComIty the right to continue using the Contractor Products or (2) replace or modify the Contractor Products so that that they become non-infringing but equivalent in functionality and performance

c Notwithstanding this Section 33 ComIty retains the right and ability to defend itself at its own expense against any claims that Contractor Products infringe any patent copyright or other intellectual property right

34 OTHER AGENCIES Other tax supported agencies within the State of California who have not contracted for their own requirements may desire to participate in this contract The Contractor is requested to service these agencies and will be given the opportunity to accept or reject the additional requirements If the Contractor elects to supply other agencies orders will be placed directly by the agency and payments made directly by the agency

35 EXTENSION This agreement may be extended for two additional one year terms by mutual agreement of the ComIty and the Contractor

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36 SIGNATORY By signing this agreement signatory warrants and represents that heshe executed this Agreement ill hislher authorized capacity and that by hislher signature on this Agreement heshe or the entity upon behalf of which heshe acted executed this Agreement

[END OF GENERAL TERMS AND CONDITIONS]

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ADDITIONAL PROVISIONS

1 Exhibit E COUNTY OF ALAMEDA CONTRACT COMPLIANCE REPORTING REQUIREMENTS - Not applicable Federal Grant Funds SLEB Waiver approved F308A (attached) Waiver of county competitive bidding requirement approved by GSA (Attached copy of the GSA memo dated on 125111)

2 The IBM Education Pack -online account Program is subject to the terms and conditions of the IBM Agreement for Courses and Education Materials which can be found by accessing the IBM Web site via ibmcomltraininglustermshtmL

3 US County Government Alameda County Social Services Agency Only For US County Government Alameda County Social Services Agency ordering from the IBM GSA IT Schedule Contract Number GS-35F-4984H The terms and conditions of the GSA IT Schedule Contract apply and may be viewed at wwwibmcomleasyaccessgsa

For US County Government Alameda County Social Services Agency placing orders other than via the GSA IT Schedule Contract Terms and conditions equivalent to those contained in IBMs current GSA IT Schedule Contract apply Terms of IBMs current GSA IT Schedule Contract prevail in the event of a conflict with the commercial terms

The following General Terms and Agreement shan be modified as follows

4 Section 1 is amended and restated in its entirety as follows

INDEPENDENT CONTRACTOR No relationship of employer and employee is created by this Agreement it being understood and agreed that Contractor is an independent contractor Contractor is not the agent or employee of the County in any capacity whatsoever and County shall not be liable for any acts or omissions by Contractor nor for any obligations or ~iabilities incurred by Contractor

Contractor shall have no claim under this Agreement or otherwise for seniority vacation time vacation pay sick leave personal time off overtime health insurance medical care hospital care retirement benefits social security disability Workers Compensation or unemployment insurance benefits civil service protection or employee benefits of any kind

Contractor shall be solely liable for and obligated to pay directly all applicable payroll taxes (including federal and state income taxes) or contributions for unemployment insurance or old age pensions or annuities which are imposed by any governmental entity in connection with the labor used or which are measured by wages salaries or other remuneration paid to its officers agents or employees

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In carrying out the work contemplated herein Contractor shall comply with all applicable federal and state workers compensation and liability laws and regulations with respect to the officers agents andor employees conducting and participating in the work and agrees that such officers agents andor employees will be considered as independent contractors and shall not be treated or considered in any way as officers agents andor employees of County

Contractor does by this Agreement agree to perfonn hislher said work and functions at all times in accordance with currently approved methods and practices in hislher field and that the sole interest of County is to insure that said service shall be perfonned and rendered in accordance with the Agreement

Notwithstanding the foregoing if the County detennines that pursuant to state and federal law Contractor is an employee for purposes of income tax withholding County may upon two weeks notice to Contractor withhold from payments to Contractor hereunder federal and state income taxes and pay said sums to the federal and state governments

5 Section 2 is amended and restated in its entirety as follows

INDEfYINIFICATION Contractor shall hold hannless and indemnifY the County of Alameda by defending the County of Alameda its Board of Supervisors employees and agents from and against any and all third party claims for damages on account of bodily injury (including death) or damage to real property or tangible personal property for which Contractor is legally liable to that third party and pay all costs damages and attorneys fees that a court finally awards or that are included in a settlement approved by Contractor provided that the County shall promptly notifY Contractor in writing of the claim and allow Contractor to control the defense and will cooperate with the Contractor in the defense and any related settlement negotiations The County may participate in the defense of any such claim at its own expense without relieving Contractor of any obligation hereunder

6 Section 6(a) is amended and restated in its entirety as follows

CONFORMITY WITH LAW AND SAFETY

a In perfonning services under this Agreement Contractor shall observe and comply with all laws ordinances codes and regulations of governmental agencies including federal state municipal and local governing bodies applicable to Contractor as a provider of infonnation technology products and services including all applicable provisions of the California Occupational Safety and Health Act

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7 Section 10 is amended and restated in its entirety as follows

TAXES Payment of all applicable federal state and local taxes excluding those based on Contractors net income shall be the sole responsibility of the County unless proper exemption documentation is provided to the Contractor

8 Section 11 is amended and restated in its entirety as follows

OWNERSHIP OF DOCUMENTS Ownership of any Materials provided under this Agreement shall be as provided for in the Additional Provisions

9 Section 12 is amended and restated in its entirety as follows

CONFLICT OF INTEREST CONFIDENTIALITY The Contractor covenants that to the best of its knowledge and belief it presently has no interest and shall not have any interest direct or indirect which would conflict in any manner with the performance of services required under this Agreement Without limitation Contractor represents to and agrees with the County that Contractor has no present and will have no future conflict of interest between providing the County services hereunder and any other person or entity (including but not limited to any federal or state wildlife environmental or regulatory agency) which has any interest adverse or potentially adverse to the County as determined in the reasonable judgment of the Board of Supervisors of the County

10 Section 15( c) is amended and restated in its entirety as follows

c If requested to do so by the County Contractor shall provide the County with access to copies of all of its records pertaining or relating to its employment practices except to the extent such records or portions of such records are confidential or privileged under state or federal law andor in accordance with Contractors policies andor procedures

11 Section 16 is amended and restated in its entirety as follows

DRUG-FREE WORKPLACE Contractor and Contractors employees shall comply with the Countys policy ofmaintaining a drug-free workplace Neither Contractor nor Contractors employees shall unlawfully manufacture distribute dispense possess or use controlled substances as defined in 21 US Code sect 812 including but not limited to marijuana heroin cocaine and amphetamines at any County facility or work site If Contractor or any employee of Contractor is convicted or pleads nolo contendere to a criminal drug statute violation occurring at a County facility or work site the Contractor within five days thereafter shall notify the head of the County departmentagency for which the contract services are performed

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12 Section 17 is amended and restated in its entirety as follows

AUDITS ACCESS TO RECORDS The Contractor shall make available to the County its authorized agents officers or employees for examination any and all project records evidencing or relating to the expenditures and disbursements charged to the County and shall furnish to the County its authorized agents officers or employees such other evidence or information as the County may require with regard to any such expenditure or disbursement charged by the Contractor

If such project records are not kept and maintained by Contractor within the County of Alameda California Contractor shall upon request of the County makesuch project records available to the County for inspection at a location within County Contractor shall provide such assistance as may be reasonably required in the course of such inspection The County further reserves the right to examine and reexamine said project records during the three (3) year period following termination of this Agreement or completion of all work hereunder and the Contractor shall in no event dispose of destroy alter or mutilate said project records whatsoever for three (3) years after the County makes the final or last payment or within three (3) years after any pending issues between the County and Contractor with respect to this Agreement are closed whichever is later Notwithstanding anything else contained herein as in regards to this project in no event shall Contractor provide any confidential financial information including but not limited to cost or pricing methodologies overheads profit margins internal audit results or employee records

13 Section 18 is deleted in its entirety

14 Section 20 is amended and restated in its entirety as follows

TERMINATION The County has and reserves the right to terminate or abandon the execution of any work by the Contractor without cause at any time upon giving to the Contractor thirty (30) days prior written notice In the event that the County should terminate the Contractors work the Contractor shall be entitled to payment for services provided hereunder prior to the effective date of said termination Said payment shall be computed in accordance with Exhibit B hereto provided that the maximum amount payable to Contractor for its IBM Education Pack Services shall not exceed $14994000 payment for services provided hereunder prior to the effective date of said termination

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15 Section 22 is deleted in its entirety IBM does not anticipate any hiring with this education effort based upon IBMs global HR policies and procedures

16 Section 30 is amended and restated in its entirety as follows

SUBCONTRACTINGASSIGNMENT Contractor shall not subcontract assign or delegate any portion of this Agreement or any duties or obligations hereunder without providing the County with prior written notification

a Neither party shall on the basis of this Agreement contract on behalf of or in the name of the other party Any agreement that violates this Section shall confer no rights on any party and shall be null and void

b Contractor shall remain fully responsible for compliance by its subcontractors with all the terms of this Agreement in the performance of the services by such subcontractors regardless of the terms of any agreement between Contractor and its subcontractors

17 Section 33 PATENT AND COpy INDEMNITY is deleted in its entirety and will be governed by the terms and conditions as stated in APPENDIX A IBM Education Pack online account

County Counsel Signature ~ b ~)lto

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EXIDBITA DEFINITION OF SERVICES

Project IBM Education Pack - online account

Service The contractor will set up an IBM Education Pack - online account for Alameda County Social Services Agency A total value offering of $17640000 to be placed immediately in the IBM Education Pack - online account for a price of$14994000

bull Alameda County Social Services Agency will use the IBM Education Pack - online account discounted dollars to purchase IBM Training public and private courses IBM Technical Conferences designated by IBM Training and offered in the United States IBM Training self paced virtual classes at the regular retail price in effect at the time ofeach such purchase The account is available for use to train any employee of the Alameda County Social Services Agency These dollars can not be used in combination with any other discounts promotions or separately negotiated special rates (Refer to Appendix A - IBM Education Pack -online account Terms and Conditions)

bull IBM will invoice Alameda County Social Services Agency upon signing ofthis Agreement Information will be supplied identifying a user id and password for monitoring the online account Invoices are due in accordance with Exhibit B

bull This account is valid for twelve (12) months from the date it is first activated on 31112 The requested start date may be no later than sixty (60) days from the signing ofthis Agreement Any remaining balance at the end oftwelve (12) months will expire and is non-refundable

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APPENDIX A

IBM Education Pack -online account

Terms and conditions

Alameda County Social Services Agency is entitled to the discounting as described below

IBM Education Pack -online account -general terms and conditions

The ffiM Education Pack -online account is an electronic account you fund with training dollars to be used for ffiM Training offerings The account offers two options for funding which are $100 increments and preset amounts

Precision paymentplan with flexible levels in $JOO increments Value of 5100 increments Your Savings USD 52500 -59900 25-99 0010 USD 510000 -524~00 100 -249 5 USD 525000 -549900 250 -499 10010 USD 550000 -599~00 500 -999 11 USD 5100000 + 1000+ 12

Pre-set amOlmts are available in packages Value Your Price Your Savings USD52500 USD $2500 0010 USD 510000 USD $9500 5 USD525OOO USD22500 10 USDS50000 USD $44500 11 USD 5100000 USD $88000 12

1 The ffiM Education Pack -online account training dollars are valid for 12 months and are nonshyrefundable The ffiM Education Pack -online account can be used by one or more individuals in your organization

2 The ffiM Education Pack online account is valid for 12 months and extensions are prohibited 3 The activation date for the ffiM Education Pack -online account is the date ffiM Training receives the

application and billing information unless an alternate activation date is requested at the time the application is submitted An activation date of up to 60 days from the date of the application may be selected if indicated on the initial order form

4 The ffiM Education Pack -online account can be used for ffiM public courses private on-site courses instructor mentoring and most conferences designated by ffiM Training and offered in the US The ffiM Education Pack -online account may also be used for most ffiM e-Iearning designated by ffiM Training When using the ffiM Education Pack -online account to pay for a private onsite class you may use the training dollar vouchers for the class tuition instructor travel and living equipment and classroom rentals if applicable

5 When using the ffiM Education Pack online account to pay for a conference the funds may be used for conference tuition and some associated education sessions designated by ffiM Training

6 The ffiM Education Pack - online account cannot be used for classes or conferences which occur beyond the expiration date of the account funds The funds must be valid on the first day of the class or

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conference regardless of the date ofyour enrollment 7 Certain IBM Training courses may be excluded from this program To determine which IBM Training

courses are eligible for the program and which are excluded access our online catalog via the World Wide Web at ibncQmtrainingus to view IBM Training public course descriptions and conference scheduJes or contact 1800-IBM-TEACH (1-800-426-8322)

8 You must enroll in each individual course or conference prior to attending All enrollments in courses or conferences are subject to availability Enrollments and purchases must be guaranteed by an alternate method ofpayment You must check the IBM Education Pack online account box on the enrollment form Ifyou enroll by phone you must indicate you are using IBM Education Pack - online account funds to properly flag your enrollment record

9 To use your IBM Education Pack -online account funds you must debit your account PRIOR to the start ofthe course or conference by creating a voucher and submitting it online Each account voucher must be completed with Alameda County Social Services Agency number Alameda County Social Services Agency name and offering identification You must create a unique voucher for each individual enrollment or offering you purchase

10 The purchase of an IBM Education Pack -online account does not guarantee that a class will be held in a specific location

11 Ifyour enrollment status changes due to any cancellations you must access your IBM Education Pack online account and void applicable vouchers to return unused funds to your account balance The IBM Education Pack online account will not automatically update

12 The IBM Education Pack -online account is password protected IBM Training is not responsible for the misuse ofIBM Education Pack -online accounts

B Once the IBM Education Pack -online account is debited by creating a voucher for the offering your invoice will be credited for the value submitted up to 100010 of the course or conference tuition or other valid offering purchased If the amount of the created voucher from the IBM Education Pack-online account does not cover the entire tuition of the eligible IBM Training offering you will be billed the difference Ifyour IBM Education Pack -online account is not debited a bill for the offering will be sent

14 IBM Education Pack -online account cannot be used to pay for offerings that have already been billed or applied to previously taken courses

15 Once the IBM Education Pack -online account has been debited training dollars cannot be reapplied to the IBM Education Pack -online account

16 IBM Education Pack -online account training dollars cannot be combined with any other discounts offers programs coupons or promotions

17 IBM Education Pack -online account training dollars cannot be used to purchase additional IBM Education Packs -online accounts or other discount offerings

18 The No-Show and Cancellation policies apply and a bill for the full course or conference tuition will be sent if a student fails to attend or to cancel within the required period for a course or conference To use IBM Education Pack -online account training dollars to pay a No-Show or late cancellation bill send an e-mail to edpack(ZVusibmcom for processing instructions

19 IBM Education Pack -online account cannot be used to pay for IBM Training services engagements 20 Prices ofthis program and eligible offerings are subject to change without notice 21 Course and conference schedules are subject to change without notice 22 The IBM Education Pack -online account can only be resold by authorized IBM Business Partners

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Terms and conditions

IBM agreementor courses and education nuderitds

CUITent as of 01 Jan 2011

The following terms apply to I) enrollment in classes offered by ffiM and 2) orders for ffiMs education materials These tenus along with any applicable license agreement are the complete agreement between us regarding the courses or education materials we provide and replace any prior oral or written communications between us Attendance at a class or your use of any education materials constitutes your agreement to these tenus and conditions Occasionally we have offerings with additional or different terms and conditions If so we will provide those terms and conditions to you For example conference tenus and conditions are outlined in the conference registration section of the conference website or in the conference brochure for the event

Coulses and education mateais

We list our generally available courses and education materials in various IDM Catalogs ofEducation (Catalog) which we publish from time to time We may add or withdraw courses and education materials at any time without notice

Scheduling dasses

We will specify the dates of public classes Private or on-site classes will be scheduled by mutual agreement We may cancel any scheduled class on notice If we cancel a class for which you have prepaid we will refund the price you paid

Accommodations for students with disabilities

IDM locations are accessible for students with disabilities If reasonable accommodations are required for an individual with a disability please advise IDM of the accommodations in advance

Pces and payment

Prices for public classes will be those in effect on the date the class begins Prices include the use of required education materials and machines They do not include taxes or student travel and living expenses IDM reserves the right to increase prices at any time without prior notification Prices for private or on-site classes will be established based on your requirements Additional charges may apply such as instructor travel and living expenses facilities and remote lab support You agree to pay amounts due including applicable taxes and any late payment fees as we specify in the invoice Conference cancellation charges will be specified on the conference website or in the conference brochure for the event

Cancellation charges

Effective January 1 2011

You will be charged the full price of a public class ifyou do not cancel or reschedule your enrollment at least fourteen calendar days prior to the scheduled start date or ifyou do not show up for the class

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However you may cancel your class enrollment at any time within the three days following your initial or any rescheduled enrollment date without charge

Ifyou cancel a private or on-site class within seven calendar days prior to the scheduled start date you will be billed the full price ofthe class ifyou cancel between eight and fifteen calendar days prior to the scheduled start date you will be billed 25 of the full price and ifyou cancel between sixteen and twentyshyone calendar days prior to the scheduled start date you will be billed lOO of the full price Cancellation of a private or on-site class more than twenty-one calendar days prior to the scheduled start date may be made without charge

Conference cancellation charges will be specified on the conference Web site or in the conference brochure for the event

Self-Paced Virtual Oasses and Web-Based Training Classes

You may not cancel once you submit an order for a Self-Paced Virtual Class or a Web-Based Training Class Once you submit the order you are responsible to pay the entire course price

Online Enrollment Before you submit your order review the machine requirements listed in the course description to ensure that your system meets the minimum requirements for this course After you submit the on-line order form you should receive a confirmation e-mail with communication about your ID and password and additional instructions to start the course You are billed for the course when you submit the order form

Once you receive your ID and Password you will be given a period of time to complete the course Please refer to the course description for specifics regarding your registered course ONCE YOU SUBMIT YOUR ORDER WE WILL NOT BE ABLE TO CANCEL THE ORDER

Patents and copyrights

Ifa third party claims that the education materials we provide to you infringe that partys patent or copyright we will defend you against that claim at our expense and pay all costs damages and attorneys fees that a court finally awards provided that you

1 promptly notify us in writing of the claim and 2 allow us to controL and cooperate with us in the defense and any related settlement negotiations

Ifsuch a claim is made or appears likely to be made you agree to permit us to enable you to continue to use the education materials or to modify or replace them Ifwe determine that none of these alternatives is reasonably available you agree to return the education materials to us on our written request We will then give you an appropriate credit for the returned materials

This is our entire ob1igation to you regarding any claim of infringement

We have no obligation regarding any claim based on your modification of education materials

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limitation of liability

Circumstances may arise where because of a default on our part or other liability you are entitled to recover damages from us In each such instance except for the payments referred to in our patent and copyright terms described above and damages for bodily injury (including death) and damage to real property and tangible personal property for which mM is legally Hable we are liable only for the charges for the class or education material that is the subject of the claim

This limit also applies to any ofour subcontractors It is the maximum for which we are collectively responsible

Items for which we are not liable Under no circumstances are we or our subcontractors liable for any of the following

] third-party claims against you for losses or damages (except as described above in the section entitled Patents and Copyrights and damages for bodily injury (including death) and damage to real property and tangible personal property for which mM is legally liable)

2 loss of or damage to your records or data or 3 special incidental or indirect damages or for any economic consequential damages (including lost

profits or savings) even ifwe are informed oftheir possibility

license

Any machine readable education materials that we provide to you will be subject to the terms and conditions ofa license agreement We will inform you of the applicable agreement

Warranty

THERE ARE NO EXPRESS WARRANTIES EXCEPT THOSE CONTAINED HEREIN OR IN ANY APPUCABLE UCENSE AGREEMENT THERE ARE NO IMPUED WARRANTIES INCLUDING BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE WE MAKE NO WARRANTY AS TO RESULTS TO BE ATTAINED BY ATTENDING OUR CLASSES OR USING OUR EDUCATION MATERIALS

Changes to this agreement

We may modifY these terms and conditions on written notice The modified terms and conditions will apply to your enrollment or order unless you cancel such enrollment or order prior to the effective date Otherwise for a change to be valid both of us must sign it Additional or different terms and conditions in any order or communication from you are void

General

bull You agree not to copy our copyrighted material without our prior written consent bull You agree not to use recording equipment in our classes without our prior written consent bull You agree not to use our trademarks trade names or other designations in any promotion or publication without our prior written consent bull You agree not to assign or otherwise transfer your rights under this Agreement without our prior

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written consent Any attempt to do so is void bull Neither of us is responsible for failure to fulfill any obligations due to causes beyond its control bull Neither ofus will bring a legal action (under this Agreement) more than two years after the cause of action arose bull Any terms of this Agreement which by their nature extend beyond its termination remain in effect until fulfilled and apply to respective successors and assignees

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EXHIBITB PAYMENT TERMS

1 The tenn ofthis Agreement is March 1 2012 through March 31 2013

2 Total payment under the tenns of this Agreement will not exceed the total amount of $14994000 This cost includes all taxes and all other charges

3 Invoices to County are due upon receipt of invoice and payable within thirty (30) days from receipt of invoice

The contractor will set up an mM Education Pack - online account for Alameda County Social Services Agency A total value offering of $1 7640000 to be placed immediately in the mM Education Pack - online account for a price of $14994000

4 Invoices will be approved by the Alameda County Social Services Agency Contract Liaison

5 Contractor shall submit invoice as required to

Alameda county Social Services Agency 2000 San Pablo Ave 4th floor

Oakland CA 94612 Attn Jerome Graham

300f33

C

EXHIBITC COUNTY OF ALAMEDA MINIMUM INSURANCE REQUIREMENTS

Wi1hout limiting MY other obligation or liabilily under this Agreement he Contractor at its sole rost and expense shall secure and keep in force he entire term of he as be he insuranre limits and endorsements

Commercial General Uability Premises Liability Products and Completed Operations Contractual

Personal and liabi B Commercial or Business Automobile Liability

All owned vehicles hired or leased vehicles non-owned borrowed and permissive uses Personal Automobile Liability is acceptable for individual contractors with no related activities Workers Compensation (WC) and Employers Uability (EL)

for all contractors with eml)Jovees

o Endorsements and Conditions

$1000000 per occurrence (CSl) Bodily Injury and Property Damage

$1000000 per occurrence (CSL) My Auto Bodily Injury and Property Damage

or disease

1 ADDmONAL INSURED All insurance required above with the exception of Personal Automobile LiabilityI Workers Compensation and Employers Liability shall be endorsed to name as additional insured County of Alameda its Board of SUpervisors the individual members thereof and all County officers agents employees and representatives

2 DURATION OF COVERAGE All required insurance shall be maintained during the entire term of the Agreement with the following exception Insurance policies and coverage(s) written on aclaims-made basis shall be maintained during the entire term of the Agreement and until 1year following expiration of the Agreemen~ as long as such coverage remains commercially available in the market place

3 REDUCTION OR UMIT OF OBLIGATION The insurance policies provided for in Aand Babove shall be primary and non contributory only with respect to liability arising out of this Agreement Pursuant to the provisions of this Agreement insurance effected or procured by the Contractor shall not reduce or limit Contractors contractual obligation to indemnify and defend the Indemnified Parties

4 INSURER ANANCIAL RAnNG Insurance shall be maintained through an insurer with aAM Best Rating of no less than AshyVlI or equivalen~ and shall be admitted to the State of California unless otherwise waived by Risk Management Acceptance of Contractors insurance by County shall not relieve or decrease the liability of Contractor hereunder My deductible or selfshyinsured retention amount or other similar obligation under the policies shall be the sole responsibility of the Contractor

S SUBCONTRACTORS Contractor shall include all subcontractors as an insured (covered party) under its policies or shall furnish separate certificates and endorsements for each subcontractor All coverages for subcontractors shall be subject to all of the requirements stated herein

6 JOINT VENTURES If Contractor is an association partnership or other joint business venture required insurance shall be provided by anyone of the following methods

- Separate insurance policies issued for each individual entity with each entity included as aNamed Insured (covered party) or at minimum named as an Additional Insured on the others policies Joint insurance program with the association partnership or other joint business venture included as a Named Insured

7 CANCELLATION OF INSURANCE Should any of the above described policies be cancelled before the expiration date thereof notice will be delivered in accordance with the policy provisions

8 CERTIACATE OF INSURANCE Before commencing operations under this Agreemen~ Contractor shall provide Certificate(s) of Insurance and applicable insurance endorsements in form and satisfactory to County evidencing that all required insurance coverage is in effect The County reserves the rights to require the Contractor to provide complete certified copies of all required insurance policies The require certificate(s) and endorsements must be sent to

- DepartmentAgency issuing the contract With acopy to the Contracts Office (2000 San Pablo Ave 4th floor Oakland CA 94612)

Certificate C-1 Form 2001-1

31of33

________________________________ _

Contract No ________

EXHIBITD

COUNTY OF ALAMEDA DEBARMENT AND SUSPENSION CERTIFICATION

(Applicable to all agreements funded in part or whole with federal funds and contracts over $25000)

The contractor under penalty of perjury certifies that except as noted below contractor its principals and any named and unnamed subcontractor

bull Is not currently under suspension debarment voluntary exclusion or

determination of ineligibility by any federal agency

bull Has not been suspended debarred voluntarily excluded or determined

ineligible by any federal agency within the past three years

bull Does not have a proposed debarment pending and

bull Has not been indicted convicted or had a civil judgment rendered against it by

a court of competent jurisdiction in any matter involving fraud or official

misconduct within the past three years

If there are any exceptions to this certification insert the exceptions in the following space

Exceptions will not necessarily result in denial of award but will be considered in determining contractor responsibility For any exception noted above indicate belOw to whom it applies initiating agency and dates of action

Notes Providing false information may result in criminal prosecution or administrative sanctions The above certification is part of the Standard Services Agreement Signing this Standard Services Agreement on the signature portion thereof shall also constitute signature of this Certification

CONTRACTOR __~~__L-

PRINCIPAL~~---ll-I-L-_o_--GlI_V__f___ TITLE~~)(UltJ~ltCJJ St(

SIGNATURE~-+-----=----____ DATEcl ~ (jJ~

32of33

Contract No _______

EXHmITE

COUNTY OF ALAMEDA CONTRACT COMPLIANCE REPORTING REQUIREMENTS

Upon receipt of signed contract documents prime contractor shall immediately enterassign subcontractors in the Syste~ confum payments received from the County within 5 business days in the Syste~ immediately enter payments made to subcontractors and ensure that subcontractors confirm they received payments within 5 business days in the System Subcontractors shall confirm their payments received from the prime contractor within 5 business days in the System

Alameda County Contract Compliance System training and ongoing support are provided at no charge to contractors and participating sub-contractors awarded a contract as a result of this bid process for this project Contractors having contracts with the County should schedule a representative from their officecompany along with each of their subcontractors to attend training The training schedule may be viewed online at httpwwwelationsyscomelatiollsysisupport lhtm or call Elation Systems at (510) 764shy1870 A special access code will be provided to contractors and subcontractors participating in this contract awarded to allow use of the System free of charge

It is the Contractors responsibility to ensure that they and their subcontractors are registered and trained as required to utilize the Alameda County Contract Compliance System Training sessions are approximately one hour and will be held periodically in a number of locations throughout Alameda COWlty

330f33

DATE MDDIYYYYCERTIFICATE OF LIABILITY INSURANCE 211012012

THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMA11ON ONLY AND CONFERS NO RIGHTS UPON TtE CERTFICATE HOLDER THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND EXTEND OR AtTER THE COVERAGE AFFORDED BY THE POUCIES BELOW THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BElWEEN THE ISSUING INSURER(S) AUTHORIZED REPRESENTATIVE OR PRODUCER AND TtE CERTIFICATE HOLDER

IMPORTANT If the certificate holder is an ADDmONAL INSURED the policy(ies) must be endorsed If SUBROGATION IS WAIVED subject to the terms and conditions ofthe policy certain policies may require an endorsement A statement on this certificate does not confer rights to the certificate holder in lieu of such enciorseme s

PROOUCER

Aon Risk Services Northeast Inc 199 Water Street New York NY 10038 Phone 8662667475 Fax 8664677847 AFFORDING COVERAGE HAIC INSURED COMPANY A ACE American Insurance Company

lnIemationaI Business -4achines Corp amp My Other Subsidiary Corp Owned 01 ConIrDlled by the Insured 1 New Orohan Road Armonk NY 10504 United Slates

INSUR

COVERAGES CERllFICATE NUMBER154795 REVISION NUMBER THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED NOTWITHSTANDING ANY REQUIREMENT TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO VllHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS EXCLUSIONS AND CONDITIONS OF SUCH POLICIES LlMrTS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS

INSR (fiUCf EFF POUCfEXPLTR TYPE OF INSURANCE POLICY NUMBER til UMITS

A GENERAL UABIUTY HDOG25529236 5212011 1512112012 EACH OCCURRENCE $1OQMQQ--shy~~ X COMMERCIAl GENERAl LIABILITY PREMISE$Ea ~~ncel 11000 000 = CLAIUS-MAOE [KJ OCCUR UED EXP (Anyone person) S2500000

- I PERSONAl amp ArN INJURY $1000000-

-- ~GENERAL AGGREGotTE $1000000

~L AGGREr9L1MIT ArPER i PROOUCTS-COMP~AGG $1000000

POLICY ~ LOG I i A AUlOIIOBILE UABlUlY ISAH08635948 51212011 51212012 COMBINED SINGLE LIMIT

51000000---shy (Eaarridentll2t ANY AUTO BOOIL Y INJURY (Per personl ALL OWNEO AUTOS f-shy

- ~LY INJURY (Peracddenl) SCHEDULED AUTOS PROPERTY DAMAGE-

- HIREOAUTOS i(Per_) r-middotmiddotmiddotmiddotmiddot

--shy ~AUTOS

I I UlIBRElILA UAB

I

Irl OCCUR i EACH OCCURRENCE

~

EXCESSUAS ~~ CLAIMS-MAOE AGGREGATE

- DEDUCTIBlE

IRETEImON $ WORIltERS COIIPENSA11ON i I~~Ullis I IdegJrANDEMPLOYERSUABUTY YIN shy

ANY PROPRIETORiPARTNERIEXECUTlVE D NIA

I

EL EACH ACCIDENT OFFlCERMEIBIR EXaUOED

I EL DISEASE - EA EMPLOYEE m(MIndaIoIy In NHI

~~~~~TIONSbel i EL OISEASEmiddot POLICY LIMIT

i i I I DESCRIP110N OF OPERATION$ LOCATION$I YEHlCLES Aflach ACORD 101 AcldiUoMlRemrb $chedm is ngtqulroocl)

Please see page 2 for any additional language

CERllFICATE HOLDER CANCELLAllON

Alameda County Department of Social Services 2000 San Pablo Ave Oakland CA 94612 United States

SHOULD ANY OF 1ME ABOVE DESCRIBED POLICIES BE CANCE1lED BEFORE lHE EXPlRA110N DATE lHEREOF NOnce WILL BE DElNERED IN ACCORDANCe WFTH lHE POLICY PROVISIONS

I

AUTHORIZED REPRESENTAlIYE

AuIhcfized ReJgtresenlatve ~_yen~ ~~~~~bullw __ J_ PIaI Risk SenIkes NonheasI Inc

ISgt 1988-2009 ACORD CORPORATION AI righIs reserved

ACORD 25 (2009101 The ACORD name and logo are registered marks ofACORD Page 1 of2

ADDITIONAL REMARKS SCHEDULE AGENCY

Aon Risk Services Northeast Inc 199 Water Street New York NY 10038 Phone 8662667475 Fax 8664677847

NAIlED INSURED IntemaUonal Business Machines CoIp amp Ally Other SubsidiaIy CoIp Owned Of Contro8ed by lIle Insured 1 New Ordlard Road Armonk NY 10504 United Slates

EFFECTIVE DATE

ADDITIONAL REMARKS

THIS ADDITIONAL REMARKS FORM IS A SCHEDULE TO ACORD FORM

FORM NUMBER 25 FORM TITLE CERTIFICATE OF LIABILITY INSURANCE

[Alameda County Department of SOcial Services County of Alameda its Board of SUpervisors the individual members hereof and all County officers agents employees and representatives are hereby named as additional insureds on

General Liability policies but only to the extent that their interest may appear

Additional Language The insurance coverage provided for herein shall be primary and non contributory only wi1h respect to liabHity arising out of this Agreement with respect to liabHity arising out of IBMs negligence and as respects this contract only

Project IBM Education Pack Services

If there is a question regarding this certificate please contact Edward DiNardo (Email dinardoeusibmcom Phone 916-567-2922)

~ operations incidental to the conduct of insureds business in the United States of America

ACORD 101 (2008101) 2008 ACORD CORPORA nON All rights reserved The ACORD name and logo are registered marks of ACORD

Page 20f2

tC~RiJ CERTIFICATE OF LIABILITY INSURANCE I DlTE 1I1IfDOIYYYY)

21102012

THIS CERnFICATE IS ISSUED AS A MATTER OF INFORMA nON ONLY AND CONFERS NO RIGHTS UPON TIE CERTIFICATE HOLDER THIS CERnFICATE DOES NOT AFFlRMAnvaY OR NEGAnVELY AMEND EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POUCIES BELOW THIS CERnFICATE OF INSURANCE DOES NOT CONSTITUlE A CONTRACT BETWEEN THE ISSUING INSURER(S) AUTHORIZED REPRESENTAnVE OR PRODUCER AND TIE CERTIFICATE HOLDER

IMPORTANT Iftlle certifieate holder is an ADDITIONAL INSURED the policy(ies) must be endorsed If SUBROGAnON IS WAIVED subject to the terms and conditions of the policy certain policies may require an endorsement A statement on this certifICate does not confer rights to the certificate holder in lieu of such endorsement(s)

PRODUCER =~NT Aon Risk Services Northeast Inc 1pound Ir~No)199 Water Street New York NY 10038 Phone 8662667475 Fax 8664677847 INSURER(S) AFFORDING COIlERAGE HAIC

INSURED COMPNff A liberty Insurance Corporal

International Business Madlines CoqJ COMNoIY B liberty MulJaIII1SUrIIIIlt8 CcrIyengtany 1 New Ord1ard Road COMNoIY Co National Union Fino ance Company d 1IIIsbtJrgh PA Amlonk NY 10504 United Stales

COVERAGES CERT1FICATE NUMBER154796 REVISION NUMBER- THIS IS TO CERTIFY THAT THE POlICIES OF INSURANCE LISTED BEleW HAVE BEEN ISSueD TO THE INSUREO NAMED ABOVE FOR THE POlICY PERIOD INDICATED NOTWITHSTANDING ANY REQUIREMENT TERM OR CONDITION OF ANY COOTRACT OR OTHER DOCUMENT 1MTH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN THE INSURANCE AFFORDEO BY THE POLICIES DESCRIBEO HEREIN IS SUBJECT TO ALL THE TERMS EXCLUSIONS AND CONDITIONS OF SUCH POliCIES LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID ClAIMS

11tf TYPE OF INSURANCE IIHSR IWVD POLICY NIMIIER ~1fgtUCYEXP UIlITS

GENERAl UAaUlY I EACH OCCURRENCE

COMMERCIAL GENERAl LiABlLI1Y ~~~e~~nce) CLAIMS-MADE D OCCUR MED EXP (Anyone fgten)

PERSONAl amp AlN INJURY

GENERAl AGGREGATE

ESPER ~CT5 - calpop AGG

nLOC AIlOIIOIlILE UAaUlY COMBINED SINGLE LIMIT - (Ea 8Cdde1t)

ANY AUTO BOOI L Y INJURY (Per fgte11lOt)-shy

ALL OWNED AUTOS BODILY INJURY (Per accident)-

- SCHEDULED AUTOS PROPERTY DAMAGE

HIRED AUTOS (Per accident) -

NON-OWNED AUTOS - ~

UIIBRELlA UAB HOCCUR

EACH OCCURRENCE-EXCESSUAB CLAIMS-MADE AGGREGATE

---- DEDUCTIBLE

A WORKERS COIIPENSAllON WA7-6I)()0415ef4Z AOSPRNYlshy 11112012 1III2OIa X I T~~JWs I IO~A AND EMPLOYERS UAaUlY WA7-62D-laquol41SHi12 IYil 11112012 11112013 A YIM WC1~I-ltIOU5amp-I52 (OR WI) 11112012 11112013 $100000A ANY PROIRIETORIPARTNERlEXECUTIVE ~

MIA ~1_ExaNOHl 11112012 11112013 EL EACH ACCIDENT OFACERIMEI4BER EXClUDEDI (Mandatory In NKI

BH2HIC14158-1M2(V1) 11112012 11112013 EL DISEASE- EA EMPLOYEE $1ooampQQc 83-118922 a-) 11112012 IttrlO13

bull ~~~OPERATIONSIlet_ EL DISEASE POliCY LIMIT $100000

bull

DESCRIPllON OF OPERATIONS I LOCAnONS I VEHICLES (Attech ACORD 101 MdIlloMI Renlarlc8lchedule r mono fMICI Is required)

bullbull Includes EL coverage for monopolistic states NO PR WA WY

Please see page 2 for any additional language

CERT1FICATE HOLDER CANCELLATlON

Alameda County Department of Social Services 2000 San Pablo Ave Oakland CA 94612 United States

SHOULD Atlaquo OF THE ABOVE DESCRI8ED POUCIES BE CANCELLED BEFORE THE EXPIRATION DATE 1lIEREOF NOTICE WILL BE DELIVERED IN ACCORDANCE WrrH THE POLICY PROVISIONS

I

AUTHOIIZED REPRESEHTA1IYE

IIiutJori2od ~ smiddot~ _~4-~(~--w ___ --~~ -~kin Risk SeNices Nor1heast Inc

copy 1881-2009 ACORD CORPORA TlON An nghts reserved ACORD 26 (2009109) The ACORD name and logo are registered marks ofACORD

Page 1 of 2

ADDITIONAL REMARKS SCHEDULE AGENCY

ADo Risk Services Northeast Inc 199 Water Street New York NY 10038 Phone 8662667475 Fax 8664677847

NAIlED INSURED International Business Machines Corp 1 New Onhani Road Armonk NY 10504 United states

EFFECTIVE MTE

ADDmONAL REMARKS

THIS ADDITIONAL REMARKS FORM IS A SCHEDULE TO ACORD FORM

FORM NUMBER 25 FORM 11TLE CERTIFICATE OF LIABILITY INSURANCE

Project IBM Education Pack Services

Ifthere is a question regarding this certificate please contact Edward DiNardo (Email dinardoeusibmcom Phone 916-567-2922)

All operations incidental to the conduct of insureds business in the United States of America

ACORD 101 (2008101) C 2008 ACORD CORPORATION All rights reserved The ACORD name and logo are registered mal1ls of ACORD

Page 20f2

AKl K NAKAO Director

G~-r)ipDecember 5 2011

DEC 08 lOl1 TO Caroline Judy Assistant Direltltor GSA

RECE~vED FROM Tudor S Mosu Procurement Specialist n

SUBJECf Finding ofNon-Competition bull Sote Source 2084 Purchase from International Business Machines Corp Sacramento CA

This is to document my finding that competitive bidding is not possible for the purchase ofall IBM Education Pack in tho amount oUI 4994000 for the Social Services Agency (SSA) Infonnation Systems Department and therefore the Departmental Justification to Request a Waiver ofCounty Competitive Bidding Requirement copy attached is approved

In accordance with the County Administrative Code Section 412010 entitled UPurchases to be by Competitive Quotation all purchases of and contracts for materials supplies services fwnishings equipment livestock and other personal property shall be based wherever possible on competitive quotations

I have reviewed and researched the product and marketplace Based on my research ofthe departmental justifi~tion and internet I have detennined the requested product and supplier cannot be substituted and satisfy the Countys requirements International Business Machines Corp (IBM) is the only vendor capable to provide an online account to be used for IBM private courses at SSA on WM business intelligence data warehouse reporting classes IBM will add the SSA content customized to the training environment using Cognos Framework Manager and will provide a suite oftraining public and private courses technical conferences and selfmiddotpaced virtual classes This sole source request was posted on the County website for ten (10) business days and no other proposal was received Therefore competitive quotations are not possible and the request is recommended for your approval

The Social Services Agency is to obtain Board approval for services that exceed $25000 requesting authorization from the President of the Board to sign the contract or approve the purchase The Auditor-Controller issues Board signed contracts and Board approved purchase orders and purchase order changes withwithout signed contracts

te IIktt II Peill-o ValenciaDeputy Direct6rlDate

GSA Office ofAcquisition Policy

SLEB Compliant ______

Date~~~~_________ Director GSA

Attachment(s)

1401 LAKISIDE DRIVU SUITL 907 OAKLND CALIFORNIA 94612 PHmr 5102989600 [AX 5[02089626 wwwlt5(itnc~ovorg

GSA Sole Source Procurements - Alameda County Page lof2o Ala~~da co~ntys Offl~lal ~ebslte Skip County Banner 0 SHARE rJf l

~ go WoOFg i QUick links Citizens Business Seerch aegov IGO I Government Emergencies

GSA Home

Home

Introduction

AwardedClosed Contracts

Current Contracting Opportunltles

Arch 8 Engineering Construction

Sole Source Procurements

Goods 8 Services The contracts described below have been determined to comply with the County Sole Source Policy in ~flesrlonal Services that only a single source is available andor valid sole source exceptions to the competitive process

I-===----f exisl Upcoming ContractIng Opportunities

Arch amp Englnoaring Construction Goods amp Services ProfessIonal ServlceQ

Sole Source Procurements

Highland Project Contracts

AwardedClosedContracts CUlTent Contracting Opportunltles Upcoml Contracting

Contacts Teams

Vendor Info Vendor Guide Vendor Application (Online) Vendor Application

Public Works (PWA) Contracting Opportunities

CDA Construction Contracting Opportunities

StopWasteOrg

Advance NotIce of SoJe Source purchases are posted on-line for a minimum of five (Ii) business days prior to a contract being awarded For any additlonallnformatlon regarding contracts posted on thIs website please contact the appropriate parson listed below Thank you for your interest

Source Contract DescrIption

f1Ef1l Online Training Courses

f1I3JI Repair and Test fIre fighting ProtectiVe Clothing

Electro Shock Guns Cartridges BaHerlee amp Accessories

Estimate Award Date

120212011

11302011

111172011

Contact Person

Tudor S Mosu (510) 208-9614

Tudor S Mosu (510) 208-9614

Tudor S Mosu (510) 208-9614

mhtmIfilelICUserstmosuAppDataLocalMicrosoftWindowsTemporary Internet FilesContentOutlook1OYF6YPOGSA S 1210612011

Alameda County Auclttor-Controller Agencv Office of Contract Compliance OCC

FEDERAL GRANT FUNDS SMALL LOCAL EMERGING BUSINESS (SUI) WAIVER REQUEST

REQUIREDTOSOUCIT BlOSPROPOSALSAND AWARt)AMENO CONTRACTS THAT INCUJDe FtoERAl GRANT FUNDS THAT fROHI51l GIOORAPHICAl PREFERENCE)

mSfCDOfltcompr middot6 bbw and submit fhts form wlfh supporifng doclfrnentaion pecificolty stoHng that geographle preferences om bonnad fer the requetfed procurement to Tcmtnee TRlong Auditor Controller ace a QC 20111 or vIa email tot1Wlmf1lmn9_~99Uponapprovala fampdeKal Fundt WaNer number wm be I$SitEtd This numbM Is a mandatOf) field rGqooed tQ enter Q Procurement CollirUct In ALCOUMt ace wlJi mft-m upprovaill and denkds to tile Requesfing Depmtmem listed belew It IIIIftoI WQJvCW Is to $Cliett bids resubmlt c IOPY of the originally signed form Q nsed to tIWOrdlarYileM eo~ttI~ rlllquired addltlOlQllnfOOYlofl~l (3JiC bllliowl

1 Requasiing Department Ncme~_~~~9______ _~__________

A Contact First and Lost Nome~a~y Chen ___ _____ QiC 20203 __

8 Email Address~~~aOQCVmiddotorg ___ Phone Number ~~~~~ ____ 2 Procu~ement Oescriptlcm To p~asl an IB~~~tl0f~Jntonlln~ account) th~~lIIJr~~~

_IB~~~~gn~ pub~8 p~ate traini~gtpoundOUrses far saA Siaff _ CFOA No _9_~_5_5e___

3 1~~l9n~ checK aP2rgl~~~QY to fndrcqjg reason forYfaiver re9Y~______---

A 0 SoBd Bids with County Counsel approved modifled SlEB provlslons ___1___L__ ~

Wmvef Requeii ~ I=====================u____ t-__----i _101gt~r---------------- w 4 - bull _ IiT__ __ middot_-------1bull -- bullbull loW

IB II Award Contract wih COllnty COlJnSel OPPlOV(~ modifiampi SlES provIsions J IlL3 I W4livElf hquaat Delfs I

l ControctorNameCitYIM~IaClesett --~------------- iI Total Contract ValtJe $1499~O~ 5 3 fs i

L 3 fpoundlltroct S~ Date ~LJ~)2 U- COltmct End Dote=--zbJ~_IT1- - ~----- --~ -------- C 0 Contract Amendment --1_~J_ Also complete R 11 B2) and B 3) above WaWQr Req~Date

Dnme expiration Dote __~J1_ bull OMoo6Y Increase Amount $___~__~ ----~----~-- shy4 g Check here to in(iicate thai the FedefQ~ regulation Is ofialChed and speciflcally prohibits

geographical preferencs$ rrown he proc)r~met1 described above

Federal Re~Jutotlon NameNumber H~ltht~ S~~~L2~45ER~_~__~_

5 pound1 Che~~k here to lndicats that the Fedarar grant fundi are sub granted or PQssed through the State to the Couniy where State laws prohibit geogroph1cai preferences from the proctffemenf described obove and sub granf documerlts are aHached

State Regulation NomeNum r---=__

6 ---~~~~~~~gt-r--4-----n7io-y----shy r OClte

EPLS Search Results Page 1 of 1

Excluded Parties List System EPLS

Search Results Excluded By Firm Entity or Vessel International Business Machines Corporation

as of 14-Feb-2012 229 PM EST

Your search returned no results

httpsllwwweplsgoveplssearchdo full_name= Intemational+Business+Machines+Corpo 2142012

Contract No _______

Supervisors employees and agents from and against any and all claims losses damages liabilities and expenses including but not limited to attorneys fees arising out of or resulting from the performance of services wIder this Agreement provided that any such claim loss damage liability or expense is attributable to bodily injury sickness disease death or to injury to or destruction ofproperty including the loss therefrom or to any violation of federal state or mWIicipallaw or regulation which arises out of or is any way cOlmected with the performance of this agreement (collectively Liabilities) except where such Liabilities are caused solely by the negligence or willful misconduct of any indemnitee The County may participate in the defense of any such claim without relieving Contractor of any obligation hereunder

hI the event that Contractor or any employee agent or subcontractor ofContractor providing services under this Agreement is determined by a court ofcompetent jurisdiction or the Alameda County Employees Retirement Association (ACERA) or California Public Employees Retirement System (PERS) to be eligible for enrollment in ACERA and PERS as an employee ofCounty Contractor shall indemnity defend and hold harmless County for the payment of any employee andor employer contributions for ACERA and PERS benefits on behalf of Contractor or its employees agents or subcontractors as well as for the payment ofany penalties and interest on such contributions which would otherwise be the responsibility of County

3 INSURANCE AND BOND Contractor shall at all times during the term of the Agreement with the County maintain in force those insurance policies and bonds as designated in the attached Exhibit C and will comply with all those requirements as stated therein

4 PREVAILING WAGES Pursuant to Labor Code SectiollS 1770 et seq Contractor shall pay to persollS performing labor in and about Work provided for in Contract not less than the general prevailing rate ofper diem wages for work ofa similar character in the locality in which the Work is performed and not less than the general prevailing rate ofper diem wages for legal holiday and overtime work in said locality which per diem wages shall not be less than the stipulated rates contained in a schedule thereof which has been ascertained and determined by the Director of the State Department ofIndustrial RelatiollS to be the general prevailing rate ofper diem wages for each craft or type ofworkman or mechanic needed to execute this contract

5 WORKERS COMPENSATION Contractor shall provide Workers Compensation insurance as applicable at Contractors own cost and expense and further neither the Contractor nor its carrier shall be entitled to recover from County any costs settlements or expenses of Workers Compensation claims arising out of this Agreement

60f33

Conti-act No _______

6 CONFORMITY WITH LAW AND SAFETY

a In perfonning services under this Agreement Contractor shall observe and comply with all applicable laws ordinauces codes and regulations of governmental agencies including federal state municipal aud local governing bodies having jurisdiction over the scope of services including all applicable provisions of the California Occupational Safety aud Health Act Contractor shall indemnifY aud hold County harmless from auy aud all liability fines penalties and consequences from any of Contractors failures to comply with such laws ordinauces codes and regulations

b Accidents Ifa death serious personal injury or substantial property damage occurs in connection with Contractors performauce of this Agreement Contractor shall immediately notify the Alameda County Risk Mauagers Office by telephone Contractor shall promptly submit to County a written report in such form as may be required by COWIty of all accidents which occur in connection with this Agreement This report must include the following information (1) name aud address of the injured or deceased person(s) (2) name aud address of Contractors sub-Contractor if auy (3) name aud address of Contractors liability insurauce carrier aud (4) a detailed description of the accident aud whether auy of Countys equipment tools material or staff were involved

c Contractor further agrees to take all reasonable steps to preserve all physical evidence and information which may be relevant to the circumstauces surrounding a potential claim while maintaining public safety aud to graut to the County the opportunity to review aud inspect such evidence including the scene of the accident

7 DEBARMENT AND SUSPENSION CERTIFICATION (Applicable to all agreements funded in part or whole with federal funds and contracts over $25000)

a By signing this agreement aud Exhibit D Debarment and Suspension Certification ContractorGrantee agrees to comply with applicable federal suspension aud debannent regulations including but not limited to 7 Code of Federal Regulations (CFR) 301635 28 CFR 663529 CFR 973534 CFR 803545 CFR 9235 aud Executive Order 12549_

b By signing this agreement Contractor certifies to the best of its knowledge aud belief that it aud its principals

70f33

Contract No _______

(1) Are not presently debarreeL suspended proposed for debannent declared ineligible or voluntary excluded by any federal department or agency

(2) Shall not knowingly enter into any covered transaction with a person who is proposed for debannent under federal regulations debarreeL suspendeeL declared ineligible or voluntarily excluded from participation in such transaction

8 PAYMENT For services performed in accordance with this Agreement payment shall be made to Contractor as provided ill Exhibit B hereto

9 TRA VEL EXPENSES Contractor shall not be allowed or paid travel expenses unless set forth in this Agreement

10 TAXES Payment of all applicable federal state and local taxes shall be the sole responsibility of the Contractor

11 OWNERSHIP OF DOCUMENTS Contractor hereby assigns to the County and its assignees all copyright and other use rights in any and all proposals plans specification designs drawings sketches renderings models reports and related documents (including computerized or electronic copies) respecting in any way the subject matter of this Agreement whether prepared by the County the Contractor the Contractors sub-Contractors or third parties at the request of the Contractor (collectively Documents and Materials) This explicitly includes the electronic copies of all above stated documentation

Contractor also hereby assigns to the County and its assignees all copyright and other use rights in any Documents and Materials including electronic copies stored in Contractors Information System respecting in any way the subject matter of this Agreement

Contractor shall be permitted to retain copies including reproducible copies and computerized copies of said Documents and Materials Contractor agrees to take such further steps as may be reasonably requested by County to implement the aforesaid assignment Iffor any reason said assignment is not effective Contractor hereby grants the County and any assignee of the County an express royalty - free license to retain and use said Documents and Materials The COWltyS rights Wider this paragraph shall apply regardless of the degree of completion of the Documents and Materials and whether or not Contractors services as set forth in Exhibit A of this Agreement have been fully performed or paid for

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In Contractors contracts with other Contractors Contractor shall expressly obligate its Sub-Contractors to grant the County the aforesaid assignment and license rights as to that Contractors Documents and Materials Contractor agrees to defend indemnifY and hold the County hannless from any damage caused by a failure of the Contractor to obtain such rights from its Contractors andor SubshyContractors

Contractor shall pay all royalties and license fees which may be due for any patented or copyrighted materials methods or systems selected by the Contractor and incorporated into the work as set forth in Exhibit bullbullA and shall defend indemnifY and hold the County hannless from any claims for infringement of patent or copyright arising out of such selection The Countys rights under this Paragraph II shall not extend to any computer software used to create such Documents and Materials

12 CONFLICT OF INTEREST CONFIDENTIALITY The Contractor covenants that it presently has no interest and shall not have any interest direct or indirect which would conflict in any manner with the performance of services required under this Agreement Without limitation Contractor represents to and agrees with the County that Contractor has no present and will have no future conflict of interest between providing the County services hereunder and any other person or entity (including but not limited to any federal or state wildlife environmental or regulatory agency) which has any interest adverse or potentially adverse to the County as determined in the reasonable judgment of the Board of Supervisors of the County

The Contractor agrees that any information whether proprietary or not made known to or discovered by it during the performance ofor in connection with this Agreement for the County will be kept confidential and not be disclosed to any other person The Contractor agrees to immediately notifY the County by notices provided in accordance with Paragraph 13 of this Agreement if it is requested to disclose any information made known to or discovered by it during the perfOlmance of or in connection with this Agreement These conflict of interest and future service provisions and limitations shall remain fully effective five (5) years after termination of services to the County hereunder

13 NOTICES Alll1otices requests demands or other communications under this Agreement shall be in writing Notices shall be given for all purposes as follows

Personal delivery When personally delivered to the recipient notices are effective on delivery

First Class Mail When mailed first class to the last address of the recipient known to the party giving notice notice is effective three (3) mail delivery days

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after deposit in a United States Postal Service office or mailbox Certified Mail When mailed certified mail return receipt requested notice is effective on receipt if delivery is confirmed by a retun receipt

Overnight Delivery When delivered by overnight delivery (Federal ExpressAirbomelUnited Parcel ServicelDHL WorldWide Express) with charges prepaid or charged to the senders account notice is effective on delivery if delivery is colrlinned by the delivery service Telex or facsimile transmission When sent by telex or facsimile to the last telex or facsimile number of the recipient known to the party giving notice notice is effective on receipt provided that (a) a duplicate copy ofthe notice is promptly given by first-class or certified mail or by overnight delivery or (b) the receiving party delivers a written confirmation of receipt Any notice given by telex or facsimile shall be deemed received on the next business day if it is received after 500 pm (recipients time) or on a non-business day

Addresses for purpose of giving notice are as follows

To County COUNTY OF ALAMEDA Alameda County Social Services Agency 2000 San Pablo Ave 4th floor Oakland CA 94612 Attn Don Edwards (Assistant Agency Director)

To Contractor hlternational Business Machines (IBM) 256 Bomlie Sue Drive Villa Rica GA 30180 Attn Philip Davis (Education Account Executive Business Analytics)

Any correctly addressed notice that is refused wIclaimed or undeliverable because of an act or omission of the party to be notified shall be deemed effective as of the first date that said notice was refused unclaimed or deemed undeliverable by the postal authorities messenger or overnight delivery service

Any party may change its address or telex or facsimile number by giving the other party notice of the change in any manner permitted by this Agreement

14 USE OF COUNTY PROPERTY Contractor shall not use COWIty property (including equipment instruments and supplies) or persollnel for any purpose other than in the performance ofhislher obligations WIder this Agreement

15 EQUAL EMPLOYMENT OPPORTUNITY PRACTICES PROVISIONS Contractor assures that helshelit will comply with Title VII of the Civil Rights Act

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of 1964 and that no person shaJL on the grounds ofrace creed color disability sex sexual orientation national origin age religion Vietnam era Veterans status political affiliation or any other non-merit factor be excluded from participation in be denied the benefits of or be otherwise subjected to discrimination wlder this Agreement

a Contractor shall in all solicitations or advertisements for applicants for employment placed as a result of this Agreement state that it is an Equal Opportunity Employer or that all qualified applicants will receive consideration for employment without regard to their race creed color disability sex sexual orientation national origin age religion Vietnam era Veterans status political affiliation or any other non-merit factor

b Contractor shall if requested to so do by the County certify that it has not in the performance of this Agreement discriminated against applicants or employees because of their race creed color disability sex sexual orientation national origin age religion Vietnam era Veterans status political affHiation or any other non-merit factor

c If requested to do so by the COWlty Contractor shall provide the COWlty with access to copies of all of its records pertaining or relating to its employment practices except to the extent such records or portions of such records are confidential or privileged wlder state or federal law

d Contractor shall recruit vigorously and encourage minority - and womenshyowned businesses to bid its subcontracts

e Nothing contained in this Agreement shall be construed in any manner so as to require or permit allY act which is prohibited by law

f The Contractor shall include the provisions set forth ill paragraphs A through E (above) in each of its subcontracts

16 DRUG-FREE WORKPLACE Contractor and Contractors employees shall comply with the Countys policy ofmaintaining a drug-free workplace Neither Contractor nor Contractors employees shall unlawfully manufacture distribute dispense possess or use controlled substances as defined in 21 US Code sect 812 including but not limited to marijuana heroin cocaine and amphetamines at any County facility or work site If Contractor or any employee of Contractor is convicted or pleads nolo contendere to a criminal drug statute violation occurring at a COWlty facility or work site the Contractor within five days thereafter shall notifY the head of the County departmentagency for which the contract services are performed Violation of this provision shall constitute a material breach of this Agreement

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17 AUDITS ACCESS TO RECORDS The Contractor shall make available to the County its authorized agents officers or employees for examination any and all ledgers books of accounts invoices vouchers cancelled checks and other records or documents evidencing or relating to the expenditures and disbursements charged to the County and shall furnish to the County its authorized agents officers or employees such other evidence or information as the County may require with regard to any such expenditure or disbursement charged by the Contractor

The Contractor shall maintain full and adequate records in accordance with County requirements to show the actual costs incurred by the Contractor in the performance of this Agreement If such books and records are not kept and maintained by Contractor within the Cotmty ofAlameda California Contractor shall upon request of the County make such books and records available to the County for inspection at a location within County or Contractor shall pay to the County the reasonable and necessary costs incurred by the County in inspecting Contractors books and records including but not limited to travel lodging and subsistence costs Contractor shall provide such assistance as may be reasonably required in the course of such inspection The County further reserves the right to examine and reexamine said books records and data during the three (3) year period following termination of this Agreement or completion of all work herewlder as evidenced in writing by the County and the Contractor shall in no event dispose of destroy alter or mutilate said books records accounts and data in any manner whatsoever for three (3) years after the County makes the fmal or last payment or within three (3) years after any pending issues between the County and Contractor with respect to this Agreement are closed whichever is later

18 DOCUMENTS AND MATERIALS Contractor shall maintain and make available to County for its inspection and use during the term of this Agreement all Documents and Materials as defmed in Paragraph 11 of this Agreement Contractors obligations WIder the preceding sentence shall continue for three (3) years following termination or expiration of this Agreement or the completion of all work hereunder (as evidenced in writing by County) and Contractor shall in no event dispose of destroy alter or mutilate said Documents and Materials for three (3) years following the Countys last payment to Contractor under this Agreement

19 TIME OF ESSENCE Time is of the essence in respect to all provisions of this Agreement that specify a time for performance provided however that the foregoing shall not be construed to limit or deprive a party ofthe benefits of any grace or use period allowed in this Agreement

20 TERMINATION The County has and reserves the right to suspend terminate or abandon the execution of any work by the Contractor without cause at any time upon giving to the Contractor prior written notice In the event that the County

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should abandol terminate or suspend the Contractors work the Contractor shall be entitled to payment for services provided hereunder prior to the effective date of said suspensiol termination or abandonment Said payment shall be computed in accordance with Exhibit B hereto provided that the maximum amount payable to Contractor for its ffiM Education Pack Services shall not exceed $14994000 payment for services provided hereunder prior to the effective date of said suspensiol termination or abandonment

21 SMALL LOCAL AND EMERGING BUSINESS (SLEB) PARTICIPATION

Contractor has been approved by County to participate in contract without SLEB participation (Waiver F308A attached) As a result there is no requirement to subcontract with another business in order to satisfy the Countys Small and Emerging Locally owned Business provision

However if circumstances or the terms of the contract should change Contractor may be required to immediately comply with the Countys Small and Emerging Local Business provisions including but not limited to

a Contractor must be a certified small or emerging local business( es) or subcontract a minimum 20 with a certified small or emerging local business(es)

b SLEB subcontractor(s) is independently owned and operated (ie is not owned or operated in any way by Prime) nor do any employees of either entity work for the other

c Small andor Emerging Local Business participation and current SLEB certification status must be maintained for the term of the contract Contractor shall ensure that their own certification status andor that of participating subcontractors (as is applicable) are maintained in compliance with the SLEB Program

d Contractor shall not substitute or add any small andor emerging local business( s) listed in this agreement without prior written approval from the County Said requests to substitute or add a small andor emerging local business shall be submitted in writing to the County department contract representative identified under Item 13 above Contractor will not be able to substitute the subcontractor without prior written approval from the Alameda County Auditor Controller Agency Office of Contract Compliance (OCC)

e All SLEB participatiol except for SLEB prime contractor must be tracked and monitored utilizing the Elation compliance System

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COWIty will be WIder no obligation to pay contractor for the percent committed to a SLEB (whether SLEB is a prime or subcontractor) if the work is not performed by the listed small andor emerging local business

For further information regarding the Small Local Emerging Business participation requirements and utilization of the Alameda COWlty Contract Compliance System contact the COWIty Auditor- Controllers Office ofContract Compliance (OCC) located at 1221 Oak St Rm 249 Oakland CA 94612 at Tel (510) 891-5500 Fax (510) 272-6502 or via E-mail at ACSLEBcomplianceacgovorg

c

22 FIRST SOURCE PROGRAM For contracts over $100000 Contractor shall provide COWIty ten (10) working days to refer to Contractor potential candidates to be considered by Contractor to fill any new or vacant positions that are necessary to fulfill their contractual obligations to the COWIty that Contractor has available during the contract term before advertising to the general public

23 CHOICE OF LAW This Agreement shall be governed by the laws of the State of California

24 WAIVER No waiver of a breach failure of any condition or any right or remedy contained in or granted by the provisions of this Agreement shall be effective wuess it is in writing and signed by the party waiving the breach failure right or remedy No waiver of any breach failure right or remedy shall be deemed a waiver of any other breach failure right or remedy whether or not similar nor shall any waiver constitute a continuing waiver unless the writing so specifies

25 ENTIRE AGREEMENT This Agreement including all attachments exhibits and any other documents specifically incorporated into this Agreement shall constitute the entire agreement between COWIty and Contractor relating to the subject matter of this Agreement As used herein Agreement refers to and includes any documents incorporated herein by reference and any exhibits or attachments This Agreement supersedes and merges all previous WIderstandings and all other agreements written or oral between the parties and sets forth the entire WIderstanding of the parties regarding the subject matter thereof The Agreement may not be modified except by a written document signed by both parties

26 HEADINGS herein are for convenience of reference Oluy and shall in no way affect interpretation of the Agreement

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27 ADVERTISING OR PUBLICITY Contractor shall not use the name OfCOWIty its officers directors employees or agents in advertising or publicity releases or otherwise without securing the prior written consent of COWIty in each instance

28 MODIFICATION OF AGREEMENT This Agreement may be supplemented amended or modified only by the mutual agreement of the parties No supplement amendment or modification of this Agreement shall be binding wuess it is in writing and signed by authorized representatives of both parties

29 ASSURANCE OF PERFORMANCE If at any time County believes Contractor may not be adequately performing its obligations under this Agreement or that Contractor may fail to complete the Services as required by this Agreement COWIty may request from Contractor prompt written assurances of performance and a written plan acceptable to County to correct the observed deficiencies in Contractors performance Contractor shall provide such written assurances and written plan within ten (10) calendar days of its receipt of Countys request and shall thereafter diligently commence and fully perform such written plan Contractor acknowledges and agrees that any failure to provide such written assurances and written plan within the required time is a material breach under this Agreement

30 SUBCONTRACTINGASSIGNMENT Contractor shall not subcontract assign or delegate any portion of this Agreement or any duties or obligations hereunder without the Countys prior written approval

a Neither party shall on the basis ofthis Agreement contract on behalf ofor in the name of the other party Any agreement that violates this Section shall confer no rights on any party and shall be null and void

b Contractor shall use the subcontractors identified in Exhibit A and shall not substitute subcontractors without Countys prior written approval

c Contractor shall remain fully responsible for compliance by its subcontractors with all the terms ofthis Agreement regardless of the terms of any agreement between Contractor and its subcontractors

31 SURVIVAL The obligations of this Agreement which by their nature would continue beyond the termination on expiration of the Agreement including without limitation the obligations regarding Indemnification (Paragraph 2) Ownership of Documents (Paragraph 11) and Conflict of Interest (Paragraph 12) shall survive termination or expiration

32 SEVERABILITY If a court of competent jurisdiction holds any provision of this Agreement to be illegal unenforceable or invalid in whole or in part for any

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reason the validity and enforceability of the remaining provisions or portions of them will not be affecteltL unless an essential purpose ofthis Agreement would be defeated by the loss ofthe illegal mlenforceable or invalid provision

33 PATENT AND COPYRIGHT INDEMNITY Contractor represents that it knows ofno allegations claims or threatened claims that the materials services hardware or software (Contractor Products) provided to ComIty under this Agreement infringe any patent copyright or other proprietary right Contractor shall defenltL indemnify and hold harmless ComIty of from and against all losses claims damages liabilities costs expenses and amounts (collectively Losses) arising out of or in connection with an assertion that any Contractor Products or the use thereof infringe any patent copyright or other proprietary right of any third party ComIty will ( 1) notify Contractor promptly of such claim suit or assertion (2) permit Contractor to defend compromise or settle the claim anltL (3) provide on a reasonable basis information to enable Contractor to do so Contractor shall not agree without Countys prior written consent to any settlement which would require County to pay money or perform some affirmative act in order to continue using the Contractor Products

a If Contractor is obligated to defend County pursuant to this Section 33 and fails to do so after reasonable notice from County County may defend itself andor settle such proceeding and Contractor shall pay to ComIty any and all losses damages and expenses (including attorneys fees and costs) incurred in relationship with ComItys defense andor settlement of such proceeding

b hI the case of any such claim of infringement Contractor shall either at its option (1) procure for ComIty the right to continue using the Contractor Products or (2) replace or modify the Contractor Products so that that they become non-infringing but equivalent in functionality and performance

c Notwithstanding this Section 33 ComIty retains the right and ability to defend itself at its own expense against any claims that Contractor Products infringe any patent copyright or other intellectual property right

34 OTHER AGENCIES Other tax supported agencies within the State of California who have not contracted for their own requirements may desire to participate in this contract The Contractor is requested to service these agencies and will be given the opportunity to accept or reject the additional requirements If the Contractor elects to supply other agencies orders will be placed directly by the agency and payments made directly by the agency

35 EXTENSION This agreement may be extended for two additional one year terms by mutual agreement of the ComIty and the Contractor

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36 SIGNATORY By signing this agreement signatory warrants and represents that heshe executed this Agreement ill hislher authorized capacity and that by hislher signature on this Agreement heshe or the entity upon behalf of which heshe acted executed this Agreement

[END OF GENERAL TERMS AND CONDITIONS]

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ADDITIONAL PROVISIONS

1 Exhibit E COUNTY OF ALAMEDA CONTRACT COMPLIANCE REPORTING REQUIREMENTS - Not applicable Federal Grant Funds SLEB Waiver approved F308A (attached) Waiver of county competitive bidding requirement approved by GSA (Attached copy of the GSA memo dated on 125111)

2 The IBM Education Pack -online account Program is subject to the terms and conditions of the IBM Agreement for Courses and Education Materials which can be found by accessing the IBM Web site via ibmcomltraininglustermshtmL

3 US County Government Alameda County Social Services Agency Only For US County Government Alameda County Social Services Agency ordering from the IBM GSA IT Schedule Contract Number GS-35F-4984H The terms and conditions of the GSA IT Schedule Contract apply and may be viewed at wwwibmcomleasyaccessgsa

For US County Government Alameda County Social Services Agency placing orders other than via the GSA IT Schedule Contract Terms and conditions equivalent to those contained in IBMs current GSA IT Schedule Contract apply Terms of IBMs current GSA IT Schedule Contract prevail in the event of a conflict with the commercial terms

The following General Terms and Agreement shan be modified as follows

4 Section 1 is amended and restated in its entirety as follows

INDEPENDENT CONTRACTOR No relationship of employer and employee is created by this Agreement it being understood and agreed that Contractor is an independent contractor Contractor is not the agent or employee of the County in any capacity whatsoever and County shall not be liable for any acts or omissions by Contractor nor for any obligations or ~iabilities incurred by Contractor

Contractor shall have no claim under this Agreement or otherwise for seniority vacation time vacation pay sick leave personal time off overtime health insurance medical care hospital care retirement benefits social security disability Workers Compensation or unemployment insurance benefits civil service protection or employee benefits of any kind

Contractor shall be solely liable for and obligated to pay directly all applicable payroll taxes (including federal and state income taxes) or contributions for unemployment insurance or old age pensions or annuities which are imposed by any governmental entity in connection with the labor used or which are measured by wages salaries or other remuneration paid to its officers agents or employees

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In carrying out the work contemplated herein Contractor shall comply with all applicable federal and state workers compensation and liability laws and regulations with respect to the officers agents andor employees conducting and participating in the work and agrees that such officers agents andor employees will be considered as independent contractors and shall not be treated or considered in any way as officers agents andor employees of County

Contractor does by this Agreement agree to perfonn hislher said work and functions at all times in accordance with currently approved methods and practices in hislher field and that the sole interest of County is to insure that said service shall be perfonned and rendered in accordance with the Agreement

Notwithstanding the foregoing if the County detennines that pursuant to state and federal law Contractor is an employee for purposes of income tax withholding County may upon two weeks notice to Contractor withhold from payments to Contractor hereunder federal and state income taxes and pay said sums to the federal and state governments

5 Section 2 is amended and restated in its entirety as follows

INDEfYINIFICATION Contractor shall hold hannless and indemnifY the County of Alameda by defending the County of Alameda its Board of Supervisors employees and agents from and against any and all third party claims for damages on account of bodily injury (including death) or damage to real property or tangible personal property for which Contractor is legally liable to that third party and pay all costs damages and attorneys fees that a court finally awards or that are included in a settlement approved by Contractor provided that the County shall promptly notifY Contractor in writing of the claim and allow Contractor to control the defense and will cooperate with the Contractor in the defense and any related settlement negotiations The County may participate in the defense of any such claim at its own expense without relieving Contractor of any obligation hereunder

6 Section 6(a) is amended and restated in its entirety as follows

CONFORMITY WITH LAW AND SAFETY

a In perfonning services under this Agreement Contractor shall observe and comply with all laws ordinances codes and regulations of governmental agencies including federal state municipal and local governing bodies applicable to Contractor as a provider of infonnation technology products and services including all applicable provisions of the California Occupational Safety and Health Act

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7 Section 10 is amended and restated in its entirety as follows

TAXES Payment of all applicable federal state and local taxes excluding those based on Contractors net income shall be the sole responsibility of the County unless proper exemption documentation is provided to the Contractor

8 Section 11 is amended and restated in its entirety as follows

OWNERSHIP OF DOCUMENTS Ownership of any Materials provided under this Agreement shall be as provided for in the Additional Provisions

9 Section 12 is amended and restated in its entirety as follows

CONFLICT OF INTEREST CONFIDENTIALITY The Contractor covenants that to the best of its knowledge and belief it presently has no interest and shall not have any interest direct or indirect which would conflict in any manner with the performance of services required under this Agreement Without limitation Contractor represents to and agrees with the County that Contractor has no present and will have no future conflict of interest between providing the County services hereunder and any other person or entity (including but not limited to any federal or state wildlife environmental or regulatory agency) which has any interest adverse or potentially adverse to the County as determined in the reasonable judgment of the Board of Supervisors of the County

10 Section 15( c) is amended and restated in its entirety as follows

c If requested to do so by the County Contractor shall provide the County with access to copies of all of its records pertaining or relating to its employment practices except to the extent such records or portions of such records are confidential or privileged under state or federal law andor in accordance with Contractors policies andor procedures

11 Section 16 is amended and restated in its entirety as follows

DRUG-FREE WORKPLACE Contractor and Contractors employees shall comply with the Countys policy ofmaintaining a drug-free workplace Neither Contractor nor Contractors employees shall unlawfully manufacture distribute dispense possess or use controlled substances as defined in 21 US Code sect 812 including but not limited to marijuana heroin cocaine and amphetamines at any County facility or work site If Contractor or any employee of Contractor is convicted or pleads nolo contendere to a criminal drug statute violation occurring at a County facility or work site the Contractor within five days thereafter shall notify the head of the County departmentagency for which the contract services are performed

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12 Section 17 is amended and restated in its entirety as follows

AUDITS ACCESS TO RECORDS The Contractor shall make available to the County its authorized agents officers or employees for examination any and all project records evidencing or relating to the expenditures and disbursements charged to the County and shall furnish to the County its authorized agents officers or employees such other evidence or information as the County may require with regard to any such expenditure or disbursement charged by the Contractor

If such project records are not kept and maintained by Contractor within the County of Alameda California Contractor shall upon request of the County makesuch project records available to the County for inspection at a location within County Contractor shall provide such assistance as may be reasonably required in the course of such inspection The County further reserves the right to examine and reexamine said project records during the three (3) year period following termination of this Agreement or completion of all work hereunder and the Contractor shall in no event dispose of destroy alter or mutilate said project records whatsoever for three (3) years after the County makes the final or last payment or within three (3) years after any pending issues between the County and Contractor with respect to this Agreement are closed whichever is later Notwithstanding anything else contained herein as in regards to this project in no event shall Contractor provide any confidential financial information including but not limited to cost or pricing methodologies overheads profit margins internal audit results or employee records

13 Section 18 is deleted in its entirety

14 Section 20 is amended and restated in its entirety as follows

TERMINATION The County has and reserves the right to terminate or abandon the execution of any work by the Contractor without cause at any time upon giving to the Contractor thirty (30) days prior written notice In the event that the County should terminate the Contractors work the Contractor shall be entitled to payment for services provided hereunder prior to the effective date of said termination Said payment shall be computed in accordance with Exhibit B hereto provided that the maximum amount payable to Contractor for its IBM Education Pack Services shall not exceed $14994000 payment for services provided hereunder prior to the effective date of said termination

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15 Section 22 is deleted in its entirety IBM does not anticipate any hiring with this education effort based upon IBMs global HR policies and procedures

16 Section 30 is amended and restated in its entirety as follows

SUBCONTRACTINGASSIGNMENT Contractor shall not subcontract assign or delegate any portion of this Agreement or any duties or obligations hereunder without providing the County with prior written notification

a Neither party shall on the basis of this Agreement contract on behalf of or in the name of the other party Any agreement that violates this Section shall confer no rights on any party and shall be null and void

b Contractor shall remain fully responsible for compliance by its subcontractors with all the terms of this Agreement in the performance of the services by such subcontractors regardless of the terms of any agreement between Contractor and its subcontractors

17 Section 33 PATENT AND COpy INDEMNITY is deleted in its entirety and will be governed by the terms and conditions as stated in APPENDIX A IBM Education Pack online account

County Counsel Signature ~ b ~)lto

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EXIDBITA DEFINITION OF SERVICES

Project IBM Education Pack - online account

Service The contractor will set up an IBM Education Pack - online account for Alameda County Social Services Agency A total value offering of $17640000 to be placed immediately in the IBM Education Pack - online account for a price of$14994000

bull Alameda County Social Services Agency will use the IBM Education Pack - online account discounted dollars to purchase IBM Training public and private courses IBM Technical Conferences designated by IBM Training and offered in the United States IBM Training self paced virtual classes at the regular retail price in effect at the time ofeach such purchase The account is available for use to train any employee of the Alameda County Social Services Agency These dollars can not be used in combination with any other discounts promotions or separately negotiated special rates (Refer to Appendix A - IBM Education Pack -online account Terms and Conditions)

bull IBM will invoice Alameda County Social Services Agency upon signing ofthis Agreement Information will be supplied identifying a user id and password for monitoring the online account Invoices are due in accordance with Exhibit B

bull This account is valid for twelve (12) months from the date it is first activated on 31112 The requested start date may be no later than sixty (60) days from the signing ofthis Agreement Any remaining balance at the end oftwelve (12) months will expire and is non-refundable

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APPENDIX A

IBM Education Pack -online account

Terms and conditions

Alameda County Social Services Agency is entitled to the discounting as described below

IBM Education Pack -online account -general terms and conditions

The ffiM Education Pack -online account is an electronic account you fund with training dollars to be used for ffiM Training offerings The account offers two options for funding which are $100 increments and preset amounts

Precision paymentplan with flexible levels in $JOO increments Value of 5100 increments Your Savings USD 52500 -59900 25-99 0010 USD 510000 -524~00 100 -249 5 USD 525000 -549900 250 -499 10010 USD 550000 -599~00 500 -999 11 USD 5100000 + 1000+ 12

Pre-set amOlmts are available in packages Value Your Price Your Savings USD52500 USD $2500 0010 USD 510000 USD $9500 5 USD525OOO USD22500 10 USDS50000 USD $44500 11 USD 5100000 USD $88000 12

1 The ffiM Education Pack -online account training dollars are valid for 12 months and are nonshyrefundable The ffiM Education Pack -online account can be used by one or more individuals in your organization

2 The ffiM Education Pack online account is valid for 12 months and extensions are prohibited 3 The activation date for the ffiM Education Pack -online account is the date ffiM Training receives the

application and billing information unless an alternate activation date is requested at the time the application is submitted An activation date of up to 60 days from the date of the application may be selected if indicated on the initial order form

4 The ffiM Education Pack -online account can be used for ffiM public courses private on-site courses instructor mentoring and most conferences designated by ffiM Training and offered in the US The ffiM Education Pack -online account may also be used for most ffiM e-Iearning designated by ffiM Training When using the ffiM Education Pack -online account to pay for a private onsite class you may use the training dollar vouchers for the class tuition instructor travel and living equipment and classroom rentals if applicable

5 When using the ffiM Education Pack online account to pay for a conference the funds may be used for conference tuition and some associated education sessions designated by ffiM Training

6 The ffiM Education Pack - online account cannot be used for classes or conferences which occur beyond the expiration date of the account funds The funds must be valid on the first day of the class or

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conference regardless of the date ofyour enrollment 7 Certain IBM Training courses may be excluded from this program To determine which IBM Training

courses are eligible for the program and which are excluded access our online catalog via the World Wide Web at ibncQmtrainingus to view IBM Training public course descriptions and conference scheduJes or contact 1800-IBM-TEACH (1-800-426-8322)

8 You must enroll in each individual course or conference prior to attending All enrollments in courses or conferences are subject to availability Enrollments and purchases must be guaranteed by an alternate method ofpayment You must check the IBM Education Pack online account box on the enrollment form Ifyou enroll by phone you must indicate you are using IBM Education Pack - online account funds to properly flag your enrollment record

9 To use your IBM Education Pack -online account funds you must debit your account PRIOR to the start ofthe course or conference by creating a voucher and submitting it online Each account voucher must be completed with Alameda County Social Services Agency number Alameda County Social Services Agency name and offering identification You must create a unique voucher for each individual enrollment or offering you purchase

10 The purchase of an IBM Education Pack -online account does not guarantee that a class will be held in a specific location

11 Ifyour enrollment status changes due to any cancellations you must access your IBM Education Pack online account and void applicable vouchers to return unused funds to your account balance The IBM Education Pack online account will not automatically update

12 The IBM Education Pack -online account is password protected IBM Training is not responsible for the misuse ofIBM Education Pack -online accounts

B Once the IBM Education Pack -online account is debited by creating a voucher for the offering your invoice will be credited for the value submitted up to 100010 of the course or conference tuition or other valid offering purchased If the amount of the created voucher from the IBM Education Pack-online account does not cover the entire tuition of the eligible IBM Training offering you will be billed the difference Ifyour IBM Education Pack -online account is not debited a bill for the offering will be sent

14 IBM Education Pack -online account cannot be used to pay for offerings that have already been billed or applied to previously taken courses

15 Once the IBM Education Pack -online account has been debited training dollars cannot be reapplied to the IBM Education Pack -online account

16 IBM Education Pack -online account training dollars cannot be combined with any other discounts offers programs coupons or promotions

17 IBM Education Pack -online account training dollars cannot be used to purchase additional IBM Education Packs -online accounts or other discount offerings

18 The No-Show and Cancellation policies apply and a bill for the full course or conference tuition will be sent if a student fails to attend or to cancel within the required period for a course or conference To use IBM Education Pack -online account training dollars to pay a No-Show or late cancellation bill send an e-mail to edpack(ZVusibmcom for processing instructions

19 IBM Education Pack -online account cannot be used to pay for IBM Training services engagements 20 Prices ofthis program and eligible offerings are subject to change without notice 21 Course and conference schedules are subject to change without notice 22 The IBM Education Pack -online account can only be resold by authorized IBM Business Partners

250f33

Contract No _________

Terms and conditions

IBM agreementor courses and education nuderitds

CUITent as of 01 Jan 2011

The following terms apply to I) enrollment in classes offered by ffiM and 2) orders for ffiMs education materials These tenus along with any applicable license agreement are the complete agreement between us regarding the courses or education materials we provide and replace any prior oral or written communications between us Attendance at a class or your use of any education materials constitutes your agreement to these tenus and conditions Occasionally we have offerings with additional or different terms and conditions If so we will provide those terms and conditions to you For example conference tenus and conditions are outlined in the conference registration section of the conference website or in the conference brochure for the event

Coulses and education mateais

We list our generally available courses and education materials in various IDM Catalogs ofEducation (Catalog) which we publish from time to time We may add or withdraw courses and education materials at any time without notice

Scheduling dasses

We will specify the dates of public classes Private or on-site classes will be scheduled by mutual agreement We may cancel any scheduled class on notice If we cancel a class for which you have prepaid we will refund the price you paid

Accommodations for students with disabilities

IDM locations are accessible for students with disabilities If reasonable accommodations are required for an individual with a disability please advise IDM of the accommodations in advance

Pces and payment

Prices for public classes will be those in effect on the date the class begins Prices include the use of required education materials and machines They do not include taxes or student travel and living expenses IDM reserves the right to increase prices at any time without prior notification Prices for private or on-site classes will be established based on your requirements Additional charges may apply such as instructor travel and living expenses facilities and remote lab support You agree to pay amounts due including applicable taxes and any late payment fees as we specify in the invoice Conference cancellation charges will be specified on the conference website or in the conference brochure for the event

Cancellation charges

Effective January 1 2011

You will be charged the full price of a public class ifyou do not cancel or reschedule your enrollment at least fourteen calendar days prior to the scheduled start date or ifyou do not show up for the class

260f33

Contract No _________

However you may cancel your class enrollment at any time within the three days following your initial or any rescheduled enrollment date without charge

Ifyou cancel a private or on-site class within seven calendar days prior to the scheduled start date you will be billed the full price ofthe class ifyou cancel between eight and fifteen calendar days prior to the scheduled start date you will be billed 25 of the full price and ifyou cancel between sixteen and twentyshyone calendar days prior to the scheduled start date you will be billed lOO of the full price Cancellation of a private or on-site class more than twenty-one calendar days prior to the scheduled start date may be made without charge

Conference cancellation charges will be specified on the conference Web site or in the conference brochure for the event

Self-Paced Virtual Oasses and Web-Based Training Classes

You may not cancel once you submit an order for a Self-Paced Virtual Class or a Web-Based Training Class Once you submit the order you are responsible to pay the entire course price

Online Enrollment Before you submit your order review the machine requirements listed in the course description to ensure that your system meets the minimum requirements for this course After you submit the on-line order form you should receive a confirmation e-mail with communication about your ID and password and additional instructions to start the course You are billed for the course when you submit the order form

Once you receive your ID and Password you will be given a period of time to complete the course Please refer to the course description for specifics regarding your registered course ONCE YOU SUBMIT YOUR ORDER WE WILL NOT BE ABLE TO CANCEL THE ORDER

Patents and copyrights

Ifa third party claims that the education materials we provide to you infringe that partys patent or copyright we will defend you against that claim at our expense and pay all costs damages and attorneys fees that a court finally awards provided that you

1 promptly notify us in writing of the claim and 2 allow us to controL and cooperate with us in the defense and any related settlement negotiations

Ifsuch a claim is made or appears likely to be made you agree to permit us to enable you to continue to use the education materials or to modify or replace them Ifwe determine that none of these alternatives is reasonably available you agree to return the education materials to us on our written request We will then give you an appropriate credit for the returned materials

This is our entire ob1igation to you regarding any claim of infringement

We have no obligation regarding any claim based on your modification of education materials

27of33

Contract No ________

limitation of liability

Circumstances may arise where because of a default on our part or other liability you are entitled to recover damages from us In each such instance except for the payments referred to in our patent and copyright terms described above and damages for bodily injury (including death) and damage to real property and tangible personal property for which mM is legally Hable we are liable only for the charges for the class or education material that is the subject of the claim

This limit also applies to any ofour subcontractors It is the maximum for which we are collectively responsible

Items for which we are not liable Under no circumstances are we or our subcontractors liable for any of the following

] third-party claims against you for losses or damages (except as described above in the section entitled Patents and Copyrights and damages for bodily injury (including death) and damage to real property and tangible personal property for which mM is legally liable)

2 loss of or damage to your records or data or 3 special incidental or indirect damages or for any economic consequential damages (including lost

profits or savings) even ifwe are informed oftheir possibility

license

Any machine readable education materials that we provide to you will be subject to the terms and conditions ofa license agreement We will inform you of the applicable agreement

Warranty

THERE ARE NO EXPRESS WARRANTIES EXCEPT THOSE CONTAINED HEREIN OR IN ANY APPUCABLE UCENSE AGREEMENT THERE ARE NO IMPUED WARRANTIES INCLUDING BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE WE MAKE NO WARRANTY AS TO RESULTS TO BE ATTAINED BY ATTENDING OUR CLASSES OR USING OUR EDUCATION MATERIALS

Changes to this agreement

We may modifY these terms and conditions on written notice The modified terms and conditions will apply to your enrollment or order unless you cancel such enrollment or order prior to the effective date Otherwise for a change to be valid both of us must sign it Additional or different terms and conditions in any order or communication from you are void

General

bull You agree not to copy our copyrighted material without our prior written consent bull You agree not to use recording equipment in our classes without our prior written consent bull You agree not to use our trademarks trade names or other designations in any promotion or publication without our prior written consent bull You agree not to assign or otherwise transfer your rights under this Agreement without our prior

28of33

Contract No ________

written consent Any attempt to do so is void bull Neither of us is responsible for failure to fulfill any obligations due to causes beyond its control bull Neither ofus will bring a legal action (under this Agreement) more than two years after the cause of action arose bull Any terms of this Agreement which by their nature extend beyond its termination remain in effect until fulfilled and apply to respective successors and assignees

290f33

Contract No ________

EXHIBITB PAYMENT TERMS

1 The tenn ofthis Agreement is March 1 2012 through March 31 2013

2 Total payment under the tenns of this Agreement will not exceed the total amount of $14994000 This cost includes all taxes and all other charges

3 Invoices to County are due upon receipt of invoice and payable within thirty (30) days from receipt of invoice

The contractor will set up an mM Education Pack - online account for Alameda County Social Services Agency A total value offering of $1 7640000 to be placed immediately in the mM Education Pack - online account for a price of $14994000

4 Invoices will be approved by the Alameda County Social Services Agency Contract Liaison

5 Contractor shall submit invoice as required to

Alameda county Social Services Agency 2000 San Pablo Ave 4th floor

Oakland CA 94612 Attn Jerome Graham

300f33

C

EXHIBITC COUNTY OF ALAMEDA MINIMUM INSURANCE REQUIREMENTS

Wi1hout limiting MY other obligation or liabilily under this Agreement he Contractor at its sole rost and expense shall secure and keep in force he entire term of he as be he insuranre limits and endorsements

Commercial General Uability Premises Liability Products and Completed Operations Contractual

Personal and liabi B Commercial or Business Automobile Liability

All owned vehicles hired or leased vehicles non-owned borrowed and permissive uses Personal Automobile Liability is acceptable for individual contractors with no related activities Workers Compensation (WC) and Employers Uability (EL)

for all contractors with eml)Jovees

o Endorsements and Conditions

$1000000 per occurrence (CSl) Bodily Injury and Property Damage

$1000000 per occurrence (CSL) My Auto Bodily Injury and Property Damage

or disease

1 ADDmONAL INSURED All insurance required above with the exception of Personal Automobile LiabilityI Workers Compensation and Employers Liability shall be endorsed to name as additional insured County of Alameda its Board of SUpervisors the individual members thereof and all County officers agents employees and representatives

2 DURATION OF COVERAGE All required insurance shall be maintained during the entire term of the Agreement with the following exception Insurance policies and coverage(s) written on aclaims-made basis shall be maintained during the entire term of the Agreement and until 1year following expiration of the Agreemen~ as long as such coverage remains commercially available in the market place

3 REDUCTION OR UMIT OF OBLIGATION The insurance policies provided for in Aand Babove shall be primary and non contributory only with respect to liability arising out of this Agreement Pursuant to the provisions of this Agreement insurance effected or procured by the Contractor shall not reduce or limit Contractors contractual obligation to indemnify and defend the Indemnified Parties

4 INSURER ANANCIAL RAnNG Insurance shall be maintained through an insurer with aAM Best Rating of no less than AshyVlI or equivalen~ and shall be admitted to the State of California unless otherwise waived by Risk Management Acceptance of Contractors insurance by County shall not relieve or decrease the liability of Contractor hereunder My deductible or selfshyinsured retention amount or other similar obligation under the policies shall be the sole responsibility of the Contractor

S SUBCONTRACTORS Contractor shall include all subcontractors as an insured (covered party) under its policies or shall furnish separate certificates and endorsements for each subcontractor All coverages for subcontractors shall be subject to all of the requirements stated herein

6 JOINT VENTURES If Contractor is an association partnership or other joint business venture required insurance shall be provided by anyone of the following methods

- Separate insurance policies issued for each individual entity with each entity included as aNamed Insured (covered party) or at minimum named as an Additional Insured on the others policies Joint insurance program with the association partnership or other joint business venture included as a Named Insured

7 CANCELLATION OF INSURANCE Should any of the above described policies be cancelled before the expiration date thereof notice will be delivered in accordance with the policy provisions

8 CERTIACATE OF INSURANCE Before commencing operations under this Agreemen~ Contractor shall provide Certificate(s) of Insurance and applicable insurance endorsements in form and satisfactory to County evidencing that all required insurance coverage is in effect The County reserves the rights to require the Contractor to provide complete certified copies of all required insurance policies The require certificate(s) and endorsements must be sent to

- DepartmentAgency issuing the contract With acopy to the Contracts Office (2000 San Pablo Ave 4th floor Oakland CA 94612)

Certificate C-1 Form 2001-1

31of33

________________________________ _

Contract No ________

EXHIBITD

COUNTY OF ALAMEDA DEBARMENT AND SUSPENSION CERTIFICATION

(Applicable to all agreements funded in part or whole with federal funds and contracts over $25000)

The contractor under penalty of perjury certifies that except as noted below contractor its principals and any named and unnamed subcontractor

bull Is not currently under suspension debarment voluntary exclusion or

determination of ineligibility by any federal agency

bull Has not been suspended debarred voluntarily excluded or determined

ineligible by any federal agency within the past three years

bull Does not have a proposed debarment pending and

bull Has not been indicted convicted or had a civil judgment rendered against it by

a court of competent jurisdiction in any matter involving fraud or official

misconduct within the past three years

If there are any exceptions to this certification insert the exceptions in the following space

Exceptions will not necessarily result in denial of award but will be considered in determining contractor responsibility For any exception noted above indicate belOw to whom it applies initiating agency and dates of action

Notes Providing false information may result in criminal prosecution or administrative sanctions The above certification is part of the Standard Services Agreement Signing this Standard Services Agreement on the signature portion thereof shall also constitute signature of this Certification

CONTRACTOR __~~__L-

PRINCIPAL~~---ll-I-L-_o_--GlI_V__f___ TITLE~~)(UltJ~ltCJJ St(

SIGNATURE~-+-----=----____ DATEcl ~ (jJ~

32of33

Contract No _______

EXHmITE

COUNTY OF ALAMEDA CONTRACT COMPLIANCE REPORTING REQUIREMENTS

Upon receipt of signed contract documents prime contractor shall immediately enterassign subcontractors in the Syste~ confum payments received from the County within 5 business days in the Syste~ immediately enter payments made to subcontractors and ensure that subcontractors confirm they received payments within 5 business days in the System Subcontractors shall confirm their payments received from the prime contractor within 5 business days in the System

Alameda County Contract Compliance System training and ongoing support are provided at no charge to contractors and participating sub-contractors awarded a contract as a result of this bid process for this project Contractors having contracts with the County should schedule a representative from their officecompany along with each of their subcontractors to attend training The training schedule may be viewed online at httpwwwelationsyscomelatiollsysisupport lhtm or call Elation Systems at (510) 764shy1870 A special access code will be provided to contractors and subcontractors participating in this contract awarded to allow use of the System free of charge

It is the Contractors responsibility to ensure that they and their subcontractors are registered and trained as required to utilize the Alameda County Contract Compliance System Training sessions are approximately one hour and will be held periodically in a number of locations throughout Alameda COWlty

330f33

DATE MDDIYYYYCERTIFICATE OF LIABILITY INSURANCE 211012012

THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMA11ON ONLY AND CONFERS NO RIGHTS UPON TtE CERTFICATE HOLDER THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND EXTEND OR AtTER THE COVERAGE AFFORDED BY THE POUCIES BELOW THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BElWEEN THE ISSUING INSURER(S) AUTHORIZED REPRESENTATIVE OR PRODUCER AND TtE CERTIFICATE HOLDER

IMPORTANT If the certificate holder is an ADDmONAL INSURED the policy(ies) must be endorsed If SUBROGATION IS WAIVED subject to the terms and conditions ofthe policy certain policies may require an endorsement A statement on this certificate does not confer rights to the certificate holder in lieu of such enciorseme s

PROOUCER

Aon Risk Services Northeast Inc 199 Water Street New York NY 10038 Phone 8662667475 Fax 8664677847 AFFORDING COVERAGE HAIC INSURED COMPANY A ACE American Insurance Company

lnIemationaI Business -4achines Corp amp My Other Subsidiary Corp Owned 01 ConIrDlled by the Insured 1 New Orohan Road Armonk NY 10504 United Slates

INSUR

COVERAGES CERllFICATE NUMBER154795 REVISION NUMBER THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED NOTWITHSTANDING ANY REQUIREMENT TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO VllHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS EXCLUSIONS AND CONDITIONS OF SUCH POLICIES LlMrTS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS

INSR (fiUCf EFF POUCfEXPLTR TYPE OF INSURANCE POLICY NUMBER til UMITS

A GENERAL UABIUTY HDOG25529236 5212011 1512112012 EACH OCCURRENCE $1OQMQQ--shy~~ X COMMERCIAl GENERAl LIABILITY PREMISE$Ea ~~ncel 11000 000 = CLAIUS-MAOE [KJ OCCUR UED EXP (Anyone person) S2500000

- I PERSONAl amp ArN INJURY $1000000-

-- ~GENERAL AGGREGotTE $1000000

~L AGGREr9L1MIT ArPER i PROOUCTS-COMP~AGG $1000000

POLICY ~ LOG I i A AUlOIIOBILE UABlUlY ISAH08635948 51212011 51212012 COMBINED SINGLE LIMIT

51000000---shy (Eaarridentll2t ANY AUTO BOOIL Y INJURY (Per personl ALL OWNEO AUTOS f-shy

- ~LY INJURY (Peracddenl) SCHEDULED AUTOS PROPERTY DAMAGE-

- HIREOAUTOS i(Per_) r-middotmiddotmiddotmiddotmiddot

--shy ~AUTOS

I I UlIBRElILA UAB

I

Irl OCCUR i EACH OCCURRENCE

~

EXCESSUAS ~~ CLAIMS-MAOE AGGREGATE

- DEDUCTIBlE

IRETEImON $ WORIltERS COIIPENSA11ON i I~~Ullis I IdegJrANDEMPLOYERSUABUTY YIN shy

ANY PROPRIETORiPARTNERIEXECUTlVE D NIA

I

EL EACH ACCIDENT OFFlCERMEIBIR EXaUOED

I EL DISEASE - EA EMPLOYEE m(MIndaIoIy In NHI

~~~~~TIONSbel i EL OISEASEmiddot POLICY LIMIT

i i I I DESCRIP110N OF OPERATION$ LOCATION$I YEHlCLES Aflach ACORD 101 AcldiUoMlRemrb $chedm is ngtqulroocl)

Please see page 2 for any additional language

CERllFICATE HOLDER CANCELLAllON

Alameda County Department of Social Services 2000 San Pablo Ave Oakland CA 94612 United States

SHOULD ANY OF 1ME ABOVE DESCRIBED POLICIES BE CANCE1lED BEFORE lHE EXPlRA110N DATE lHEREOF NOnce WILL BE DElNERED IN ACCORDANCe WFTH lHE POLICY PROVISIONS

I

AUTHORIZED REPRESENTAlIYE

AuIhcfized ReJgtresenlatve ~_yen~ ~~~~~bullw __ J_ PIaI Risk SenIkes NonheasI Inc

ISgt 1988-2009 ACORD CORPORATION AI righIs reserved

ACORD 25 (2009101 The ACORD name and logo are registered marks ofACORD Page 1 of2

ADDITIONAL REMARKS SCHEDULE AGENCY

Aon Risk Services Northeast Inc 199 Water Street New York NY 10038 Phone 8662667475 Fax 8664677847

NAIlED INSURED IntemaUonal Business Machines CoIp amp Ally Other SubsidiaIy CoIp Owned Of Contro8ed by lIle Insured 1 New Ordlard Road Armonk NY 10504 United Slates

EFFECTIVE DATE

ADDITIONAL REMARKS

THIS ADDITIONAL REMARKS FORM IS A SCHEDULE TO ACORD FORM

FORM NUMBER 25 FORM TITLE CERTIFICATE OF LIABILITY INSURANCE

[Alameda County Department of SOcial Services County of Alameda its Board of SUpervisors the individual members hereof and all County officers agents employees and representatives are hereby named as additional insureds on

General Liability policies but only to the extent that their interest may appear

Additional Language The insurance coverage provided for herein shall be primary and non contributory only wi1h respect to liabHity arising out of this Agreement with respect to liabHity arising out of IBMs negligence and as respects this contract only

Project IBM Education Pack Services

If there is a question regarding this certificate please contact Edward DiNardo (Email dinardoeusibmcom Phone 916-567-2922)

~ operations incidental to the conduct of insureds business in the United States of America

ACORD 101 (2008101) 2008 ACORD CORPORA nON All rights reserved The ACORD name and logo are registered marks of ACORD

Page 20f2

tC~RiJ CERTIFICATE OF LIABILITY INSURANCE I DlTE 1I1IfDOIYYYY)

21102012

THIS CERnFICATE IS ISSUED AS A MATTER OF INFORMA nON ONLY AND CONFERS NO RIGHTS UPON TIE CERTIFICATE HOLDER THIS CERnFICATE DOES NOT AFFlRMAnvaY OR NEGAnVELY AMEND EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POUCIES BELOW THIS CERnFICATE OF INSURANCE DOES NOT CONSTITUlE A CONTRACT BETWEEN THE ISSUING INSURER(S) AUTHORIZED REPRESENTAnVE OR PRODUCER AND TIE CERTIFICATE HOLDER

IMPORTANT Iftlle certifieate holder is an ADDITIONAL INSURED the policy(ies) must be endorsed If SUBROGAnON IS WAIVED subject to the terms and conditions of the policy certain policies may require an endorsement A statement on this certifICate does not confer rights to the certificate holder in lieu of such endorsement(s)

PRODUCER =~NT Aon Risk Services Northeast Inc 1pound Ir~No)199 Water Street New York NY 10038 Phone 8662667475 Fax 8664677847 INSURER(S) AFFORDING COIlERAGE HAIC

INSURED COMPNff A liberty Insurance Corporal

International Business Madlines CoqJ COMNoIY B liberty MulJaIII1SUrIIIIlt8 CcrIyengtany 1 New Ord1ard Road COMNoIY Co National Union Fino ance Company d 1IIIsbtJrgh PA Amlonk NY 10504 United Stales

COVERAGES CERT1FICATE NUMBER154796 REVISION NUMBER- THIS IS TO CERTIFY THAT THE POlICIES OF INSURANCE LISTED BEleW HAVE BEEN ISSueD TO THE INSUREO NAMED ABOVE FOR THE POlICY PERIOD INDICATED NOTWITHSTANDING ANY REQUIREMENT TERM OR CONDITION OF ANY COOTRACT OR OTHER DOCUMENT 1MTH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN THE INSURANCE AFFORDEO BY THE POLICIES DESCRIBEO HEREIN IS SUBJECT TO ALL THE TERMS EXCLUSIONS AND CONDITIONS OF SUCH POliCIES LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID ClAIMS

11tf TYPE OF INSURANCE IIHSR IWVD POLICY NIMIIER ~1fgtUCYEXP UIlITS

GENERAl UAaUlY I EACH OCCURRENCE

COMMERCIAL GENERAl LiABlLI1Y ~~~e~~nce) CLAIMS-MADE D OCCUR MED EXP (Anyone fgten)

PERSONAl amp AlN INJURY

GENERAl AGGREGATE

ESPER ~CT5 - calpop AGG

nLOC AIlOIIOIlILE UAaUlY COMBINED SINGLE LIMIT - (Ea 8Cdde1t)

ANY AUTO BOOI L Y INJURY (Per fgte11lOt)-shy

ALL OWNED AUTOS BODILY INJURY (Per accident)-

- SCHEDULED AUTOS PROPERTY DAMAGE

HIRED AUTOS (Per accident) -

NON-OWNED AUTOS - ~

UIIBRELlA UAB HOCCUR

EACH OCCURRENCE-EXCESSUAB CLAIMS-MADE AGGREGATE

---- DEDUCTIBLE

A WORKERS COIIPENSAllON WA7-6I)()0415ef4Z AOSPRNYlshy 11112012 1III2OIa X I T~~JWs I IO~A AND EMPLOYERS UAaUlY WA7-62D-laquol41SHi12 IYil 11112012 11112013 A YIM WC1~I-ltIOU5amp-I52 (OR WI) 11112012 11112013 $100000A ANY PROIRIETORIPARTNERlEXECUTIVE ~

MIA ~1_ExaNOHl 11112012 11112013 EL EACH ACCIDENT OFACERIMEI4BER EXClUDEDI (Mandatory In NKI

BH2HIC14158-1M2(V1) 11112012 11112013 EL DISEASE- EA EMPLOYEE $1ooampQQc 83-118922 a-) 11112012 IttrlO13

bull ~~~OPERATIONSIlet_ EL DISEASE POliCY LIMIT $100000

bull

DESCRIPllON OF OPERATIONS I LOCAnONS I VEHICLES (Attech ACORD 101 MdIlloMI Renlarlc8lchedule r mono fMICI Is required)

bullbull Includes EL coverage for monopolistic states NO PR WA WY

Please see page 2 for any additional language

CERT1FICATE HOLDER CANCELLATlON

Alameda County Department of Social Services 2000 San Pablo Ave Oakland CA 94612 United States

SHOULD Atlaquo OF THE ABOVE DESCRI8ED POUCIES BE CANCELLED BEFORE THE EXPIRATION DATE 1lIEREOF NOTICE WILL BE DELIVERED IN ACCORDANCE WrrH THE POLICY PROVISIONS

I

AUTHOIIZED REPRESEHTA1IYE

IIiutJori2od ~ smiddot~ _~4-~(~--w ___ --~~ -~kin Risk SeNices Nor1heast Inc

copy 1881-2009 ACORD CORPORA TlON An nghts reserved ACORD 26 (2009109) The ACORD name and logo are registered marks ofACORD

Page 1 of 2

ADDITIONAL REMARKS SCHEDULE AGENCY

ADo Risk Services Northeast Inc 199 Water Street New York NY 10038 Phone 8662667475 Fax 8664677847

NAIlED INSURED International Business Machines Corp 1 New Onhani Road Armonk NY 10504 United states

EFFECTIVE MTE

ADDmONAL REMARKS

THIS ADDITIONAL REMARKS FORM IS A SCHEDULE TO ACORD FORM

FORM NUMBER 25 FORM 11TLE CERTIFICATE OF LIABILITY INSURANCE

Project IBM Education Pack Services

Ifthere is a question regarding this certificate please contact Edward DiNardo (Email dinardoeusibmcom Phone 916-567-2922)

All operations incidental to the conduct of insureds business in the United States of America

ACORD 101 (2008101) C 2008 ACORD CORPORATION All rights reserved The ACORD name and logo are registered mal1ls of ACORD

Page 20f2

AKl K NAKAO Director

G~-r)ipDecember 5 2011

DEC 08 lOl1 TO Caroline Judy Assistant Direltltor GSA

RECE~vED FROM Tudor S Mosu Procurement Specialist n

SUBJECf Finding ofNon-Competition bull Sote Source 2084 Purchase from International Business Machines Corp Sacramento CA

This is to document my finding that competitive bidding is not possible for the purchase ofall IBM Education Pack in tho amount oUI 4994000 for the Social Services Agency (SSA) Infonnation Systems Department and therefore the Departmental Justification to Request a Waiver ofCounty Competitive Bidding Requirement copy attached is approved

In accordance with the County Administrative Code Section 412010 entitled UPurchases to be by Competitive Quotation all purchases of and contracts for materials supplies services fwnishings equipment livestock and other personal property shall be based wherever possible on competitive quotations

I have reviewed and researched the product and marketplace Based on my research ofthe departmental justifi~tion and internet I have detennined the requested product and supplier cannot be substituted and satisfy the Countys requirements International Business Machines Corp (IBM) is the only vendor capable to provide an online account to be used for IBM private courses at SSA on WM business intelligence data warehouse reporting classes IBM will add the SSA content customized to the training environment using Cognos Framework Manager and will provide a suite oftraining public and private courses technical conferences and selfmiddotpaced virtual classes This sole source request was posted on the County website for ten (10) business days and no other proposal was received Therefore competitive quotations are not possible and the request is recommended for your approval

The Social Services Agency is to obtain Board approval for services that exceed $25000 requesting authorization from the President of the Board to sign the contract or approve the purchase The Auditor-Controller issues Board signed contracts and Board approved purchase orders and purchase order changes withwithout signed contracts

te IIktt II Peill-o ValenciaDeputy Direct6rlDate

GSA Office ofAcquisition Policy

SLEB Compliant ______

Date~~~~_________ Director GSA

Attachment(s)

1401 LAKISIDE DRIVU SUITL 907 OAKLND CALIFORNIA 94612 PHmr 5102989600 [AX 5[02089626 wwwlt5(itnc~ovorg

GSA Sole Source Procurements - Alameda County Page lof2o Ala~~da co~ntys Offl~lal ~ebslte Skip County Banner 0 SHARE rJf l

~ go WoOFg i QUick links Citizens Business Seerch aegov IGO I Government Emergencies

GSA Home

Home

Introduction

AwardedClosed Contracts

Current Contracting Opportunltles

Arch 8 Engineering Construction

Sole Source Procurements

Goods 8 Services The contracts described below have been determined to comply with the County Sole Source Policy in ~flesrlonal Services that only a single source is available andor valid sole source exceptions to the competitive process

I-===----f exisl Upcoming ContractIng Opportunities

Arch amp Englnoaring Construction Goods amp Services ProfessIonal ServlceQ

Sole Source Procurements

Highland Project Contracts

AwardedClosedContracts CUlTent Contracting Opportunltles Upcoml Contracting

Contacts Teams

Vendor Info Vendor Guide Vendor Application (Online) Vendor Application

Public Works (PWA) Contracting Opportunities

CDA Construction Contracting Opportunities

StopWasteOrg

Advance NotIce of SoJe Source purchases are posted on-line for a minimum of five (Ii) business days prior to a contract being awarded For any additlonallnformatlon regarding contracts posted on thIs website please contact the appropriate parson listed below Thank you for your interest

Source Contract DescrIption

f1Ef1l Online Training Courses

f1I3JI Repair and Test fIre fighting ProtectiVe Clothing

Electro Shock Guns Cartridges BaHerlee amp Accessories

Estimate Award Date

120212011

11302011

111172011

Contact Person

Tudor S Mosu (510) 208-9614

Tudor S Mosu (510) 208-9614

Tudor S Mosu (510) 208-9614

mhtmIfilelICUserstmosuAppDataLocalMicrosoftWindowsTemporary Internet FilesContentOutlook1OYF6YPOGSA S 1210612011

Alameda County Auclttor-Controller Agencv Office of Contract Compliance OCC

FEDERAL GRANT FUNDS SMALL LOCAL EMERGING BUSINESS (SUI) WAIVER REQUEST

REQUIREDTOSOUCIT BlOSPROPOSALSAND AWARt)AMENO CONTRACTS THAT INCUJDe FtoERAl GRANT FUNDS THAT fROHI51l GIOORAPHICAl PREFERENCE)

mSfCDOfltcompr middot6 bbw and submit fhts form wlfh supporifng doclfrnentaion pecificolty stoHng that geographle preferences om bonnad fer the requetfed procurement to Tcmtnee TRlong Auditor Controller ace a QC 20111 or vIa email tot1Wlmf1lmn9_~99Uponapprovala fampdeKal Fundt WaNer number wm be I$SitEtd This numbM Is a mandatOf) field rGqooed tQ enter Q Procurement CollirUct In ALCOUMt ace wlJi mft-m upprovaill and denkds to tile Requesfing Depmtmem listed belew It IIIIftoI WQJvCW Is to $Cliett bids resubmlt c IOPY of the originally signed form Q nsed to tIWOrdlarYileM eo~ttI~ rlllquired addltlOlQllnfOOYlofl~l (3JiC bllliowl

1 Requasiing Department Ncme~_~~~9______ _~__________

A Contact First and Lost Nome~a~y Chen ___ _____ QiC 20203 __

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Conti-act No _______

6 CONFORMITY WITH LAW AND SAFETY

a In perfonning services under this Agreement Contractor shall observe and comply with all applicable laws ordinauces codes and regulations of governmental agencies including federal state municipal aud local governing bodies having jurisdiction over the scope of services including all applicable provisions of the California Occupational Safety aud Health Act Contractor shall indemnifY aud hold County harmless from auy aud all liability fines penalties and consequences from any of Contractors failures to comply with such laws ordinauces codes and regulations

b Accidents Ifa death serious personal injury or substantial property damage occurs in connection with Contractors performauce of this Agreement Contractor shall immediately notify the Alameda County Risk Mauagers Office by telephone Contractor shall promptly submit to County a written report in such form as may be required by COWIty of all accidents which occur in connection with this Agreement This report must include the following information (1) name aud address of the injured or deceased person(s) (2) name aud address of Contractors sub-Contractor if auy (3) name aud address of Contractors liability insurauce carrier aud (4) a detailed description of the accident aud whether auy of Countys equipment tools material or staff were involved

c Contractor further agrees to take all reasonable steps to preserve all physical evidence and information which may be relevant to the circumstauces surrounding a potential claim while maintaining public safety aud to graut to the County the opportunity to review aud inspect such evidence including the scene of the accident

7 DEBARMENT AND SUSPENSION CERTIFICATION (Applicable to all agreements funded in part or whole with federal funds and contracts over $25000)

a By signing this agreement aud Exhibit D Debarment and Suspension Certification ContractorGrantee agrees to comply with applicable federal suspension aud debannent regulations including but not limited to 7 Code of Federal Regulations (CFR) 301635 28 CFR 663529 CFR 973534 CFR 803545 CFR 9235 aud Executive Order 12549_

b By signing this agreement Contractor certifies to the best of its knowledge aud belief that it aud its principals

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(1) Are not presently debarreeL suspended proposed for debannent declared ineligible or voluntary excluded by any federal department or agency

(2) Shall not knowingly enter into any covered transaction with a person who is proposed for debannent under federal regulations debarreeL suspendeeL declared ineligible or voluntarily excluded from participation in such transaction

8 PAYMENT For services performed in accordance with this Agreement payment shall be made to Contractor as provided ill Exhibit B hereto

9 TRA VEL EXPENSES Contractor shall not be allowed or paid travel expenses unless set forth in this Agreement

10 TAXES Payment of all applicable federal state and local taxes shall be the sole responsibility of the Contractor

11 OWNERSHIP OF DOCUMENTS Contractor hereby assigns to the County and its assignees all copyright and other use rights in any and all proposals plans specification designs drawings sketches renderings models reports and related documents (including computerized or electronic copies) respecting in any way the subject matter of this Agreement whether prepared by the County the Contractor the Contractors sub-Contractors or third parties at the request of the Contractor (collectively Documents and Materials) This explicitly includes the electronic copies of all above stated documentation

Contractor also hereby assigns to the County and its assignees all copyright and other use rights in any Documents and Materials including electronic copies stored in Contractors Information System respecting in any way the subject matter of this Agreement

Contractor shall be permitted to retain copies including reproducible copies and computerized copies of said Documents and Materials Contractor agrees to take such further steps as may be reasonably requested by County to implement the aforesaid assignment Iffor any reason said assignment is not effective Contractor hereby grants the County and any assignee of the County an express royalty - free license to retain and use said Documents and Materials The COWltyS rights Wider this paragraph shall apply regardless of the degree of completion of the Documents and Materials and whether or not Contractors services as set forth in Exhibit A of this Agreement have been fully performed or paid for

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In Contractors contracts with other Contractors Contractor shall expressly obligate its Sub-Contractors to grant the County the aforesaid assignment and license rights as to that Contractors Documents and Materials Contractor agrees to defend indemnifY and hold the County hannless from any damage caused by a failure of the Contractor to obtain such rights from its Contractors andor SubshyContractors

Contractor shall pay all royalties and license fees which may be due for any patented or copyrighted materials methods or systems selected by the Contractor and incorporated into the work as set forth in Exhibit bullbullA and shall defend indemnifY and hold the County hannless from any claims for infringement of patent or copyright arising out of such selection The Countys rights under this Paragraph II shall not extend to any computer software used to create such Documents and Materials

12 CONFLICT OF INTEREST CONFIDENTIALITY The Contractor covenants that it presently has no interest and shall not have any interest direct or indirect which would conflict in any manner with the performance of services required under this Agreement Without limitation Contractor represents to and agrees with the County that Contractor has no present and will have no future conflict of interest between providing the County services hereunder and any other person or entity (including but not limited to any federal or state wildlife environmental or regulatory agency) which has any interest adverse or potentially adverse to the County as determined in the reasonable judgment of the Board of Supervisors of the County

The Contractor agrees that any information whether proprietary or not made known to or discovered by it during the performance ofor in connection with this Agreement for the County will be kept confidential and not be disclosed to any other person The Contractor agrees to immediately notifY the County by notices provided in accordance with Paragraph 13 of this Agreement if it is requested to disclose any information made known to or discovered by it during the perfOlmance of or in connection with this Agreement These conflict of interest and future service provisions and limitations shall remain fully effective five (5) years after termination of services to the County hereunder

13 NOTICES Alll1otices requests demands or other communications under this Agreement shall be in writing Notices shall be given for all purposes as follows

Personal delivery When personally delivered to the recipient notices are effective on delivery

First Class Mail When mailed first class to the last address of the recipient known to the party giving notice notice is effective three (3) mail delivery days

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after deposit in a United States Postal Service office or mailbox Certified Mail When mailed certified mail return receipt requested notice is effective on receipt if delivery is confirmed by a retun receipt

Overnight Delivery When delivered by overnight delivery (Federal ExpressAirbomelUnited Parcel ServicelDHL WorldWide Express) with charges prepaid or charged to the senders account notice is effective on delivery if delivery is colrlinned by the delivery service Telex or facsimile transmission When sent by telex or facsimile to the last telex or facsimile number of the recipient known to the party giving notice notice is effective on receipt provided that (a) a duplicate copy ofthe notice is promptly given by first-class or certified mail or by overnight delivery or (b) the receiving party delivers a written confirmation of receipt Any notice given by telex or facsimile shall be deemed received on the next business day if it is received after 500 pm (recipients time) or on a non-business day

Addresses for purpose of giving notice are as follows

To County COUNTY OF ALAMEDA Alameda County Social Services Agency 2000 San Pablo Ave 4th floor Oakland CA 94612 Attn Don Edwards (Assistant Agency Director)

To Contractor hlternational Business Machines (IBM) 256 Bomlie Sue Drive Villa Rica GA 30180 Attn Philip Davis (Education Account Executive Business Analytics)

Any correctly addressed notice that is refused wIclaimed or undeliverable because of an act or omission of the party to be notified shall be deemed effective as of the first date that said notice was refused unclaimed or deemed undeliverable by the postal authorities messenger or overnight delivery service

Any party may change its address or telex or facsimile number by giving the other party notice of the change in any manner permitted by this Agreement

14 USE OF COUNTY PROPERTY Contractor shall not use COWIty property (including equipment instruments and supplies) or persollnel for any purpose other than in the performance ofhislher obligations WIder this Agreement

15 EQUAL EMPLOYMENT OPPORTUNITY PRACTICES PROVISIONS Contractor assures that helshelit will comply with Title VII of the Civil Rights Act

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of 1964 and that no person shaJL on the grounds ofrace creed color disability sex sexual orientation national origin age religion Vietnam era Veterans status political affiliation or any other non-merit factor be excluded from participation in be denied the benefits of or be otherwise subjected to discrimination wlder this Agreement

a Contractor shall in all solicitations or advertisements for applicants for employment placed as a result of this Agreement state that it is an Equal Opportunity Employer or that all qualified applicants will receive consideration for employment without regard to their race creed color disability sex sexual orientation national origin age religion Vietnam era Veterans status political affiliation or any other non-merit factor

b Contractor shall if requested to so do by the County certify that it has not in the performance of this Agreement discriminated against applicants or employees because of their race creed color disability sex sexual orientation national origin age religion Vietnam era Veterans status political affHiation or any other non-merit factor

c If requested to do so by the COWlty Contractor shall provide the COWlty with access to copies of all of its records pertaining or relating to its employment practices except to the extent such records or portions of such records are confidential or privileged wlder state or federal law

d Contractor shall recruit vigorously and encourage minority - and womenshyowned businesses to bid its subcontracts

e Nothing contained in this Agreement shall be construed in any manner so as to require or permit allY act which is prohibited by law

f The Contractor shall include the provisions set forth ill paragraphs A through E (above) in each of its subcontracts

16 DRUG-FREE WORKPLACE Contractor and Contractors employees shall comply with the Countys policy ofmaintaining a drug-free workplace Neither Contractor nor Contractors employees shall unlawfully manufacture distribute dispense possess or use controlled substances as defined in 21 US Code sect 812 including but not limited to marijuana heroin cocaine and amphetamines at any County facility or work site If Contractor or any employee of Contractor is convicted or pleads nolo contendere to a criminal drug statute violation occurring at a COWlty facility or work site the Contractor within five days thereafter shall notifY the head of the County departmentagency for which the contract services are performed Violation of this provision shall constitute a material breach of this Agreement

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17 AUDITS ACCESS TO RECORDS The Contractor shall make available to the County its authorized agents officers or employees for examination any and all ledgers books of accounts invoices vouchers cancelled checks and other records or documents evidencing or relating to the expenditures and disbursements charged to the County and shall furnish to the County its authorized agents officers or employees such other evidence or information as the County may require with regard to any such expenditure or disbursement charged by the Contractor

The Contractor shall maintain full and adequate records in accordance with County requirements to show the actual costs incurred by the Contractor in the performance of this Agreement If such books and records are not kept and maintained by Contractor within the Cotmty ofAlameda California Contractor shall upon request of the County make such books and records available to the County for inspection at a location within County or Contractor shall pay to the County the reasonable and necessary costs incurred by the County in inspecting Contractors books and records including but not limited to travel lodging and subsistence costs Contractor shall provide such assistance as may be reasonably required in the course of such inspection The County further reserves the right to examine and reexamine said books records and data during the three (3) year period following termination of this Agreement or completion of all work herewlder as evidenced in writing by the County and the Contractor shall in no event dispose of destroy alter or mutilate said books records accounts and data in any manner whatsoever for three (3) years after the County makes the fmal or last payment or within three (3) years after any pending issues between the County and Contractor with respect to this Agreement are closed whichever is later

18 DOCUMENTS AND MATERIALS Contractor shall maintain and make available to County for its inspection and use during the term of this Agreement all Documents and Materials as defmed in Paragraph 11 of this Agreement Contractors obligations WIder the preceding sentence shall continue for three (3) years following termination or expiration of this Agreement or the completion of all work hereunder (as evidenced in writing by County) and Contractor shall in no event dispose of destroy alter or mutilate said Documents and Materials for three (3) years following the Countys last payment to Contractor under this Agreement

19 TIME OF ESSENCE Time is of the essence in respect to all provisions of this Agreement that specify a time for performance provided however that the foregoing shall not be construed to limit or deprive a party ofthe benefits of any grace or use period allowed in this Agreement

20 TERMINATION The County has and reserves the right to suspend terminate or abandon the execution of any work by the Contractor without cause at any time upon giving to the Contractor prior written notice In the event that the County

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should abandol terminate or suspend the Contractors work the Contractor shall be entitled to payment for services provided hereunder prior to the effective date of said suspensiol termination or abandonment Said payment shall be computed in accordance with Exhibit B hereto provided that the maximum amount payable to Contractor for its ffiM Education Pack Services shall not exceed $14994000 payment for services provided hereunder prior to the effective date of said suspensiol termination or abandonment

21 SMALL LOCAL AND EMERGING BUSINESS (SLEB) PARTICIPATION

Contractor has been approved by County to participate in contract without SLEB participation (Waiver F308A attached) As a result there is no requirement to subcontract with another business in order to satisfy the Countys Small and Emerging Locally owned Business provision

However if circumstances or the terms of the contract should change Contractor may be required to immediately comply with the Countys Small and Emerging Local Business provisions including but not limited to

a Contractor must be a certified small or emerging local business( es) or subcontract a minimum 20 with a certified small or emerging local business(es)

b SLEB subcontractor(s) is independently owned and operated (ie is not owned or operated in any way by Prime) nor do any employees of either entity work for the other

c Small andor Emerging Local Business participation and current SLEB certification status must be maintained for the term of the contract Contractor shall ensure that their own certification status andor that of participating subcontractors (as is applicable) are maintained in compliance with the SLEB Program

d Contractor shall not substitute or add any small andor emerging local business( s) listed in this agreement without prior written approval from the County Said requests to substitute or add a small andor emerging local business shall be submitted in writing to the County department contract representative identified under Item 13 above Contractor will not be able to substitute the subcontractor without prior written approval from the Alameda County Auditor Controller Agency Office of Contract Compliance (OCC)

e All SLEB participatiol except for SLEB prime contractor must be tracked and monitored utilizing the Elation compliance System

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COWIty will be WIder no obligation to pay contractor for the percent committed to a SLEB (whether SLEB is a prime or subcontractor) if the work is not performed by the listed small andor emerging local business

For further information regarding the Small Local Emerging Business participation requirements and utilization of the Alameda COWlty Contract Compliance System contact the COWIty Auditor- Controllers Office ofContract Compliance (OCC) located at 1221 Oak St Rm 249 Oakland CA 94612 at Tel (510) 891-5500 Fax (510) 272-6502 or via E-mail at ACSLEBcomplianceacgovorg

c

22 FIRST SOURCE PROGRAM For contracts over $100000 Contractor shall provide COWIty ten (10) working days to refer to Contractor potential candidates to be considered by Contractor to fill any new or vacant positions that are necessary to fulfill their contractual obligations to the COWIty that Contractor has available during the contract term before advertising to the general public

23 CHOICE OF LAW This Agreement shall be governed by the laws of the State of California

24 WAIVER No waiver of a breach failure of any condition or any right or remedy contained in or granted by the provisions of this Agreement shall be effective wuess it is in writing and signed by the party waiving the breach failure right or remedy No waiver of any breach failure right or remedy shall be deemed a waiver of any other breach failure right or remedy whether or not similar nor shall any waiver constitute a continuing waiver unless the writing so specifies

25 ENTIRE AGREEMENT This Agreement including all attachments exhibits and any other documents specifically incorporated into this Agreement shall constitute the entire agreement between COWIty and Contractor relating to the subject matter of this Agreement As used herein Agreement refers to and includes any documents incorporated herein by reference and any exhibits or attachments This Agreement supersedes and merges all previous WIderstandings and all other agreements written or oral between the parties and sets forth the entire WIderstanding of the parties regarding the subject matter thereof The Agreement may not be modified except by a written document signed by both parties

26 HEADINGS herein are for convenience of reference Oluy and shall in no way affect interpretation of the Agreement

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27 ADVERTISING OR PUBLICITY Contractor shall not use the name OfCOWIty its officers directors employees or agents in advertising or publicity releases or otherwise without securing the prior written consent of COWIty in each instance

28 MODIFICATION OF AGREEMENT This Agreement may be supplemented amended or modified only by the mutual agreement of the parties No supplement amendment or modification of this Agreement shall be binding wuess it is in writing and signed by authorized representatives of both parties

29 ASSURANCE OF PERFORMANCE If at any time County believes Contractor may not be adequately performing its obligations under this Agreement or that Contractor may fail to complete the Services as required by this Agreement COWIty may request from Contractor prompt written assurances of performance and a written plan acceptable to County to correct the observed deficiencies in Contractors performance Contractor shall provide such written assurances and written plan within ten (10) calendar days of its receipt of Countys request and shall thereafter diligently commence and fully perform such written plan Contractor acknowledges and agrees that any failure to provide such written assurances and written plan within the required time is a material breach under this Agreement

30 SUBCONTRACTINGASSIGNMENT Contractor shall not subcontract assign or delegate any portion of this Agreement or any duties or obligations hereunder without the Countys prior written approval

a Neither party shall on the basis ofthis Agreement contract on behalf ofor in the name of the other party Any agreement that violates this Section shall confer no rights on any party and shall be null and void

b Contractor shall use the subcontractors identified in Exhibit A and shall not substitute subcontractors without Countys prior written approval

c Contractor shall remain fully responsible for compliance by its subcontractors with all the terms ofthis Agreement regardless of the terms of any agreement between Contractor and its subcontractors

31 SURVIVAL The obligations of this Agreement which by their nature would continue beyond the termination on expiration of the Agreement including without limitation the obligations regarding Indemnification (Paragraph 2) Ownership of Documents (Paragraph 11) and Conflict of Interest (Paragraph 12) shall survive termination or expiration

32 SEVERABILITY If a court of competent jurisdiction holds any provision of this Agreement to be illegal unenforceable or invalid in whole or in part for any

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reason the validity and enforceability of the remaining provisions or portions of them will not be affecteltL unless an essential purpose ofthis Agreement would be defeated by the loss ofthe illegal mlenforceable or invalid provision

33 PATENT AND COPYRIGHT INDEMNITY Contractor represents that it knows ofno allegations claims or threatened claims that the materials services hardware or software (Contractor Products) provided to ComIty under this Agreement infringe any patent copyright or other proprietary right Contractor shall defenltL indemnify and hold harmless ComIty of from and against all losses claims damages liabilities costs expenses and amounts (collectively Losses) arising out of or in connection with an assertion that any Contractor Products or the use thereof infringe any patent copyright or other proprietary right of any third party ComIty will ( 1) notify Contractor promptly of such claim suit or assertion (2) permit Contractor to defend compromise or settle the claim anltL (3) provide on a reasonable basis information to enable Contractor to do so Contractor shall not agree without Countys prior written consent to any settlement which would require County to pay money or perform some affirmative act in order to continue using the Contractor Products

a If Contractor is obligated to defend County pursuant to this Section 33 and fails to do so after reasonable notice from County County may defend itself andor settle such proceeding and Contractor shall pay to ComIty any and all losses damages and expenses (including attorneys fees and costs) incurred in relationship with ComItys defense andor settlement of such proceeding

b hI the case of any such claim of infringement Contractor shall either at its option (1) procure for ComIty the right to continue using the Contractor Products or (2) replace or modify the Contractor Products so that that they become non-infringing but equivalent in functionality and performance

c Notwithstanding this Section 33 ComIty retains the right and ability to defend itself at its own expense against any claims that Contractor Products infringe any patent copyright or other intellectual property right

34 OTHER AGENCIES Other tax supported agencies within the State of California who have not contracted for their own requirements may desire to participate in this contract The Contractor is requested to service these agencies and will be given the opportunity to accept or reject the additional requirements If the Contractor elects to supply other agencies orders will be placed directly by the agency and payments made directly by the agency

35 EXTENSION This agreement may be extended for two additional one year terms by mutual agreement of the ComIty and the Contractor

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36 SIGNATORY By signing this agreement signatory warrants and represents that heshe executed this Agreement ill hislher authorized capacity and that by hislher signature on this Agreement heshe or the entity upon behalf of which heshe acted executed this Agreement

[END OF GENERAL TERMS AND CONDITIONS]

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ADDITIONAL PROVISIONS

1 Exhibit E COUNTY OF ALAMEDA CONTRACT COMPLIANCE REPORTING REQUIREMENTS - Not applicable Federal Grant Funds SLEB Waiver approved F308A (attached) Waiver of county competitive bidding requirement approved by GSA (Attached copy of the GSA memo dated on 125111)

2 The IBM Education Pack -online account Program is subject to the terms and conditions of the IBM Agreement for Courses and Education Materials which can be found by accessing the IBM Web site via ibmcomltraininglustermshtmL

3 US County Government Alameda County Social Services Agency Only For US County Government Alameda County Social Services Agency ordering from the IBM GSA IT Schedule Contract Number GS-35F-4984H The terms and conditions of the GSA IT Schedule Contract apply and may be viewed at wwwibmcomleasyaccessgsa

For US County Government Alameda County Social Services Agency placing orders other than via the GSA IT Schedule Contract Terms and conditions equivalent to those contained in IBMs current GSA IT Schedule Contract apply Terms of IBMs current GSA IT Schedule Contract prevail in the event of a conflict with the commercial terms

The following General Terms and Agreement shan be modified as follows

4 Section 1 is amended and restated in its entirety as follows

INDEPENDENT CONTRACTOR No relationship of employer and employee is created by this Agreement it being understood and agreed that Contractor is an independent contractor Contractor is not the agent or employee of the County in any capacity whatsoever and County shall not be liable for any acts or omissions by Contractor nor for any obligations or ~iabilities incurred by Contractor

Contractor shall have no claim under this Agreement or otherwise for seniority vacation time vacation pay sick leave personal time off overtime health insurance medical care hospital care retirement benefits social security disability Workers Compensation or unemployment insurance benefits civil service protection or employee benefits of any kind

Contractor shall be solely liable for and obligated to pay directly all applicable payroll taxes (including federal and state income taxes) or contributions for unemployment insurance or old age pensions or annuities which are imposed by any governmental entity in connection with the labor used or which are measured by wages salaries or other remuneration paid to its officers agents or employees

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--------Contract No

In carrying out the work contemplated herein Contractor shall comply with all applicable federal and state workers compensation and liability laws and regulations with respect to the officers agents andor employees conducting and participating in the work and agrees that such officers agents andor employees will be considered as independent contractors and shall not be treated or considered in any way as officers agents andor employees of County

Contractor does by this Agreement agree to perfonn hislher said work and functions at all times in accordance with currently approved methods and practices in hislher field and that the sole interest of County is to insure that said service shall be perfonned and rendered in accordance with the Agreement

Notwithstanding the foregoing if the County detennines that pursuant to state and federal law Contractor is an employee for purposes of income tax withholding County may upon two weeks notice to Contractor withhold from payments to Contractor hereunder federal and state income taxes and pay said sums to the federal and state governments

5 Section 2 is amended and restated in its entirety as follows

INDEfYINIFICATION Contractor shall hold hannless and indemnifY the County of Alameda by defending the County of Alameda its Board of Supervisors employees and agents from and against any and all third party claims for damages on account of bodily injury (including death) or damage to real property or tangible personal property for which Contractor is legally liable to that third party and pay all costs damages and attorneys fees that a court finally awards or that are included in a settlement approved by Contractor provided that the County shall promptly notifY Contractor in writing of the claim and allow Contractor to control the defense and will cooperate with the Contractor in the defense and any related settlement negotiations The County may participate in the defense of any such claim at its own expense without relieving Contractor of any obligation hereunder

6 Section 6(a) is amended and restated in its entirety as follows

CONFORMITY WITH LAW AND SAFETY

a In perfonning services under this Agreement Contractor shall observe and comply with all laws ordinances codes and regulations of governmental agencies including federal state municipal and local governing bodies applicable to Contractor as a provider of infonnation technology products and services including all applicable provisions of the California Occupational Safety and Health Act

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7 Section 10 is amended and restated in its entirety as follows

TAXES Payment of all applicable federal state and local taxes excluding those based on Contractors net income shall be the sole responsibility of the County unless proper exemption documentation is provided to the Contractor

8 Section 11 is amended and restated in its entirety as follows

OWNERSHIP OF DOCUMENTS Ownership of any Materials provided under this Agreement shall be as provided for in the Additional Provisions

9 Section 12 is amended and restated in its entirety as follows

CONFLICT OF INTEREST CONFIDENTIALITY The Contractor covenants that to the best of its knowledge and belief it presently has no interest and shall not have any interest direct or indirect which would conflict in any manner with the performance of services required under this Agreement Without limitation Contractor represents to and agrees with the County that Contractor has no present and will have no future conflict of interest between providing the County services hereunder and any other person or entity (including but not limited to any federal or state wildlife environmental or regulatory agency) which has any interest adverse or potentially adverse to the County as determined in the reasonable judgment of the Board of Supervisors of the County

10 Section 15( c) is amended and restated in its entirety as follows

c If requested to do so by the County Contractor shall provide the County with access to copies of all of its records pertaining or relating to its employment practices except to the extent such records or portions of such records are confidential or privileged under state or federal law andor in accordance with Contractors policies andor procedures

11 Section 16 is amended and restated in its entirety as follows

DRUG-FREE WORKPLACE Contractor and Contractors employees shall comply with the Countys policy ofmaintaining a drug-free workplace Neither Contractor nor Contractors employees shall unlawfully manufacture distribute dispense possess or use controlled substances as defined in 21 US Code sect 812 including but not limited to marijuana heroin cocaine and amphetamines at any County facility or work site If Contractor or any employee of Contractor is convicted or pleads nolo contendere to a criminal drug statute violation occurring at a County facility or work site the Contractor within five days thereafter shall notify the head of the County departmentagency for which the contract services are performed

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12 Section 17 is amended and restated in its entirety as follows

AUDITS ACCESS TO RECORDS The Contractor shall make available to the County its authorized agents officers or employees for examination any and all project records evidencing or relating to the expenditures and disbursements charged to the County and shall furnish to the County its authorized agents officers or employees such other evidence or information as the County may require with regard to any such expenditure or disbursement charged by the Contractor

If such project records are not kept and maintained by Contractor within the County of Alameda California Contractor shall upon request of the County makesuch project records available to the County for inspection at a location within County Contractor shall provide such assistance as may be reasonably required in the course of such inspection The County further reserves the right to examine and reexamine said project records during the three (3) year period following termination of this Agreement or completion of all work hereunder and the Contractor shall in no event dispose of destroy alter or mutilate said project records whatsoever for three (3) years after the County makes the final or last payment or within three (3) years after any pending issues between the County and Contractor with respect to this Agreement are closed whichever is later Notwithstanding anything else contained herein as in regards to this project in no event shall Contractor provide any confidential financial information including but not limited to cost or pricing methodologies overheads profit margins internal audit results or employee records

13 Section 18 is deleted in its entirety

14 Section 20 is amended and restated in its entirety as follows

TERMINATION The County has and reserves the right to terminate or abandon the execution of any work by the Contractor without cause at any time upon giving to the Contractor thirty (30) days prior written notice In the event that the County should terminate the Contractors work the Contractor shall be entitled to payment for services provided hereunder prior to the effective date of said termination Said payment shall be computed in accordance with Exhibit B hereto provided that the maximum amount payable to Contractor for its IBM Education Pack Services shall not exceed $14994000 payment for services provided hereunder prior to the effective date of said termination

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15 Section 22 is deleted in its entirety IBM does not anticipate any hiring with this education effort based upon IBMs global HR policies and procedures

16 Section 30 is amended and restated in its entirety as follows

SUBCONTRACTINGASSIGNMENT Contractor shall not subcontract assign or delegate any portion of this Agreement or any duties or obligations hereunder without providing the County with prior written notification

a Neither party shall on the basis of this Agreement contract on behalf of or in the name of the other party Any agreement that violates this Section shall confer no rights on any party and shall be null and void

b Contractor shall remain fully responsible for compliance by its subcontractors with all the terms of this Agreement in the performance of the services by such subcontractors regardless of the terms of any agreement between Contractor and its subcontractors

17 Section 33 PATENT AND COpy INDEMNITY is deleted in its entirety and will be governed by the terms and conditions as stated in APPENDIX A IBM Education Pack online account

County Counsel Signature ~ b ~)lto

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EXIDBITA DEFINITION OF SERVICES

Project IBM Education Pack - online account

Service The contractor will set up an IBM Education Pack - online account for Alameda County Social Services Agency A total value offering of $17640000 to be placed immediately in the IBM Education Pack - online account for a price of$14994000

bull Alameda County Social Services Agency will use the IBM Education Pack - online account discounted dollars to purchase IBM Training public and private courses IBM Technical Conferences designated by IBM Training and offered in the United States IBM Training self paced virtual classes at the regular retail price in effect at the time ofeach such purchase The account is available for use to train any employee of the Alameda County Social Services Agency These dollars can not be used in combination with any other discounts promotions or separately negotiated special rates (Refer to Appendix A - IBM Education Pack -online account Terms and Conditions)

bull IBM will invoice Alameda County Social Services Agency upon signing ofthis Agreement Information will be supplied identifying a user id and password for monitoring the online account Invoices are due in accordance with Exhibit B

bull This account is valid for twelve (12) months from the date it is first activated on 31112 The requested start date may be no later than sixty (60) days from the signing ofthis Agreement Any remaining balance at the end oftwelve (12) months will expire and is non-refundable

230f33

Contract No ________

APPENDIX A

IBM Education Pack -online account

Terms and conditions

Alameda County Social Services Agency is entitled to the discounting as described below

IBM Education Pack -online account -general terms and conditions

The ffiM Education Pack -online account is an electronic account you fund with training dollars to be used for ffiM Training offerings The account offers two options for funding which are $100 increments and preset amounts

Precision paymentplan with flexible levels in $JOO increments Value of 5100 increments Your Savings USD 52500 -59900 25-99 0010 USD 510000 -524~00 100 -249 5 USD 525000 -549900 250 -499 10010 USD 550000 -599~00 500 -999 11 USD 5100000 + 1000+ 12

Pre-set amOlmts are available in packages Value Your Price Your Savings USD52500 USD $2500 0010 USD 510000 USD $9500 5 USD525OOO USD22500 10 USDS50000 USD $44500 11 USD 5100000 USD $88000 12

1 The ffiM Education Pack -online account training dollars are valid for 12 months and are nonshyrefundable The ffiM Education Pack -online account can be used by one or more individuals in your organization

2 The ffiM Education Pack online account is valid for 12 months and extensions are prohibited 3 The activation date for the ffiM Education Pack -online account is the date ffiM Training receives the

application and billing information unless an alternate activation date is requested at the time the application is submitted An activation date of up to 60 days from the date of the application may be selected if indicated on the initial order form

4 The ffiM Education Pack -online account can be used for ffiM public courses private on-site courses instructor mentoring and most conferences designated by ffiM Training and offered in the US The ffiM Education Pack -online account may also be used for most ffiM e-Iearning designated by ffiM Training When using the ffiM Education Pack -online account to pay for a private onsite class you may use the training dollar vouchers for the class tuition instructor travel and living equipment and classroom rentals if applicable

5 When using the ffiM Education Pack online account to pay for a conference the funds may be used for conference tuition and some associated education sessions designated by ffiM Training

6 The ffiM Education Pack - online account cannot be used for classes or conferences which occur beyond the expiration date of the account funds The funds must be valid on the first day of the class or

240f33

Contract No _________

conference regardless of the date ofyour enrollment 7 Certain IBM Training courses may be excluded from this program To determine which IBM Training

courses are eligible for the program and which are excluded access our online catalog via the World Wide Web at ibncQmtrainingus to view IBM Training public course descriptions and conference scheduJes or contact 1800-IBM-TEACH (1-800-426-8322)

8 You must enroll in each individual course or conference prior to attending All enrollments in courses or conferences are subject to availability Enrollments and purchases must be guaranteed by an alternate method ofpayment You must check the IBM Education Pack online account box on the enrollment form Ifyou enroll by phone you must indicate you are using IBM Education Pack - online account funds to properly flag your enrollment record

9 To use your IBM Education Pack -online account funds you must debit your account PRIOR to the start ofthe course or conference by creating a voucher and submitting it online Each account voucher must be completed with Alameda County Social Services Agency number Alameda County Social Services Agency name and offering identification You must create a unique voucher for each individual enrollment or offering you purchase

10 The purchase of an IBM Education Pack -online account does not guarantee that a class will be held in a specific location

11 Ifyour enrollment status changes due to any cancellations you must access your IBM Education Pack online account and void applicable vouchers to return unused funds to your account balance The IBM Education Pack online account will not automatically update

12 The IBM Education Pack -online account is password protected IBM Training is not responsible for the misuse ofIBM Education Pack -online accounts

B Once the IBM Education Pack -online account is debited by creating a voucher for the offering your invoice will be credited for the value submitted up to 100010 of the course or conference tuition or other valid offering purchased If the amount of the created voucher from the IBM Education Pack-online account does not cover the entire tuition of the eligible IBM Training offering you will be billed the difference Ifyour IBM Education Pack -online account is not debited a bill for the offering will be sent

14 IBM Education Pack -online account cannot be used to pay for offerings that have already been billed or applied to previously taken courses

15 Once the IBM Education Pack -online account has been debited training dollars cannot be reapplied to the IBM Education Pack -online account

16 IBM Education Pack -online account training dollars cannot be combined with any other discounts offers programs coupons or promotions

17 IBM Education Pack -online account training dollars cannot be used to purchase additional IBM Education Packs -online accounts or other discount offerings

18 The No-Show and Cancellation policies apply and a bill for the full course or conference tuition will be sent if a student fails to attend or to cancel within the required period for a course or conference To use IBM Education Pack -online account training dollars to pay a No-Show or late cancellation bill send an e-mail to edpack(ZVusibmcom for processing instructions

19 IBM Education Pack -online account cannot be used to pay for IBM Training services engagements 20 Prices ofthis program and eligible offerings are subject to change without notice 21 Course and conference schedules are subject to change without notice 22 The IBM Education Pack -online account can only be resold by authorized IBM Business Partners

250f33

Contract No _________

Terms and conditions

IBM agreementor courses and education nuderitds

CUITent as of 01 Jan 2011

The following terms apply to I) enrollment in classes offered by ffiM and 2) orders for ffiMs education materials These tenus along with any applicable license agreement are the complete agreement between us regarding the courses or education materials we provide and replace any prior oral or written communications between us Attendance at a class or your use of any education materials constitutes your agreement to these tenus and conditions Occasionally we have offerings with additional or different terms and conditions If so we will provide those terms and conditions to you For example conference tenus and conditions are outlined in the conference registration section of the conference website or in the conference brochure for the event

Coulses and education mateais

We list our generally available courses and education materials in various IDM Catalogs ofEducation (Catalog) which we publish from time to time We may add or withdraw courses and education materials at any time without notice

Scheduling dasses

We will specify the dates of public classes Private or on-site classes will be scheduled by mutual agreement We may cancel any scheduled class on notice If we cancel a class for which you have prepaid we will refund the price you paid

Accommodations for students with disabilities

IDM locations are accessible for students with disabilities If reasonable accommodations are required for an individual with a disability please advise IDM of the accommodations in advance

Pces and payment

Prices for public classes will be those in effect on the date the class begins Prices include the use of required education materials and machines They do not include taxes or student travel and living expenses IDM reserves the right to increase prices at any time without prior notification Prices for private or on-site classes will be established based on your requirements Additional charges may apply such as instructor travel and living expenses facilities and remote lab support You agree to pay amounts due including applicable taxes and any late payment fees as we specify in the invoice Conference cancellation charges will be specified on the conference website or in the conference brochure for the event

Cancellation charges

Effective January 1 2011

You will be charged the full price of a public class ifyou do not cancel or reschedule your enrollment at least fourteen calendar days prior to the scheduled start date or ifyou do not show up for the class

260f33

Contract No _________

However you may cancel your class enrollment at any time within the three days following your initial or any rescheduled enrollment date without charge

Ifyou cancel a private or on-site class within seven calendar days prior to the scheduled start date you will be billed the full price ofthe class ifyou cancel between eight and fifteen calendar days prior to the scheduled start date you will be billed 25 of the full price and ifyou cancel between sixteen and twentyshyone calendar days prior to the scheduled start date you will be billed lOO of the full price Cancellation of a private or on-site class more than twenty-one calendar days prior to the scheduled start date may be made without charge

Conference cancellation charges will be specified on the conference Web site or in the conference brochure for the event

Self-Paced Virtual Oasses and Web-Based Training Classes

You may not cancel once you submit an order for a Self-Paced Virtual Class or a Web-Based Training Class Once you submit the order you are responsible to pay the entire course price

Online Enrollment Before you submit your order review the machine requirements listed in the course description to ensure that your system meets the minimum requirements for this course After you submit the on-line order form you should receive a confirmation e-mail with communication about your ID and password and additional instructions to start the course You are billed for the course when you submit the order form

Once you receive your ID and Password you will be given a period of time to complete the course Please refer to the course description for specifics regarding your registered course ONCE YOU SUBMIT YOUR ORDER WE WILL NOT BE ABLE TO CANCEL THE ORDER

Patents and copyrights

Ifa third party claims that the education materials we provide to you infringe that partys patent or copyright we will defend you against that claim at our expense and pay all costs damages and attorneys fees that a court finally awards provided that you

1 promptly notify us in writing of the claim and 2 allow us to controL and cooperate with us in the defense and any related settlement negotiations

Ifsuch a claim is made or appears likely to be made you agree to permit us to enable you to continue to use the education materials or to modify or replace them Ifwe determine that none of these alternatives is reasonably available you agree to return the education materials to us on our written request We will then give you an appropriate credit for the returned materials

This is our entire ob1igation to you regarding any claim of infringement

We have no obligation regarding any claim based on your modification of education materials

27of33

Contract No ________

limitation of liability

Circumstances may arise where because of a default on our part or other liability you are entitled to recover damages from us In each such instance except for the payments referred to in our patent and copyright terms described above and damages for bodily injury (including death) and damage to real property and tangible personal property for which mM is legally Hable we are liable only for the charges for the class or education material that is the subject of the claim

This limit also applies to any ofour subcontractors It is the maximum for which we are collectively responsible

Items for which we are not liable Under no circumstances are we or our subcontractors liable for any of the following

] third-party claims against you for losses or damages (except as described above in the section entitled Patents and Copyrights and damages for bodily injury (including death) and damage to real property and tangible personal property for which mM is legally liable)

2 loss of or damage to your records or data or 3 special incidental or indirect damages or for any economic consequential damages (including lost

profits or savings) even ifwe are informed oftheir possibility

license

Any machine readable education materials that we provide to you will be subject to the terms and conditions ofa license agreement We will inform you of the applicable agreement

Warranty

THERE ARE NO EXPRESS WARRANTIES EXCEPT THOSE CONTAINED HEREIN OR IN ANY APPUCABLE UCENSE AGREEMENT THERE ARE NO IMPUED WARRANTIES INCLUDING BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE WE MAKE NO WARRANTY AS TO RESULTS TO BE ATTAINED BY ATTENDING OUR CLASSES OR USING OUR EDUCATION MATERIALS

Changes to this agreement

We may modifY these terms and conditions on written notice The modified terms and conditions will apply to your enrollment or order unless you cancel such enrollment or order prior to the effective date Otherwise for a change to be valid both of us must sign it Additional or different terms and conditions in any order or communication from you are void

General

bull You agree not to copy our copyrighted material without our prior written consent bull You agree not to use recording equipment in our classes without our prior written consent bull You agree not to use our trademarks trade names or other designations in any promotion or publication without our prior written consent bull You agree not to assign or otherwise transfer your rights under this Agreement without our prior

28of33

Contract No ________

written consent Any attempt to do so is void bull Neither of us is responsible for failure to fulfill any obligations due to causes beyond its control bull Neither ofus will bring a legal action (under this Agreement) more than two years after the cause of action arose bull Any terms of this Agreement which by their nature extend beyond its termination remain in effect until fulfilled and apply to respective successors and assignees

290f33

Contract No ________

EXHIBITB PAYMENT TERMS

1 The tenn ofthis Agreement is March 1 2012 through March 31 2013

2 Total payment under the tenns of this Agreement will not exceed the total amount of $14994000 This cost includes all taxes and all other charges

3 Invoices to County are due upon receipt of invoice and payable within thirty (30) days from receipt of invoice

The contractor will set up an mM Education Pack - online account for Alameda County Social Services Agency A total value offering of $1 7640000 to be placed immediately in the mM Education Pack - online account for a price of $14994000

4 Invoices will be approved by the Alameda County Social Services Agency Contract Liaison

5 Contractor shall submit invoice as required to

Alameda county Social Services Agency 2000 San Pablo Ave 4th floor

Oakland CA 94612 Attn Jerome Graham

300f33

C

EXHIBITC COUNTY OF ALAMEDA MINIMUM INSURANCE REQUIREMENTS

Wi1hout limiting MY other obligation or liabilily under this Agreement he Contractor at its sole rost and expense shall secure and keep in force he entire term of he as be he insuranre limits and endorsements

Commercial General Uability Premises Liability Products and Completed Operations Contractual

Personal and liabi B Commercial or Business Automobile Liability

All owned vehicles hired or leased vehicles non-owned borrowed and permissive uses Personal Automobile Liability is acceptable for individual contractors with no related activities Workers Compensation (WC) and Employers Uability (EL)

for all contractors with eml)Jovees

o Endorsements and Conditions

$1000000 per occurrence (CSl) Bodily Injury and Property Damage

$1000000 per occurrence (CSL) My Auto Bodily Injury and Property Damage

or disease

1 ADDmONAL INSURED All insurance required above with the exception of Personal Automobile LiabilityI Workers Compensation and Employers Liability shall be endorsed to name as additional insured County of Alameda its Board of SUpervisors the individual members thereof and all County officers agents employees and representatives

2 DURATION OF COVERAGE All required insurance shall be maintained during the entire term of the Agreement with the following exception Insurance policies and coverage(s) written on aclaims-made basis shall be maintained during the entire term of the Agreement and until 1year following expiration of the Agreemen~ as long as such coverage remains commercially available in the market place

3 REDUCTION OR UMIT OF OBLIGATION The insurance policies provided for in Aand Babove shall be primary and non contributory only with respect to liability arising out of this Agreement Pursuant to the provisions of this Agreement insurance effected or procured by the Contractor shall not reduce or limit Contractors contractual obligation to indemnify and defend the Indemnified Parties

4 INSURER ANANCIAL RAnNG Insurance shall be maintained through an insurer with aAM Best Rating of no less than AshyVlI or equivalen~ and shall be admitted to the State of California unless otherwise waived by Risk Management Acceptance of Contractors insurance by County shall not relieve or decrease the liability of Contractor hereunder My deductible or selfshyinsured retention amount or other similar obligation under the policies shall be the sole responsibility of the Contractor

S SUBCONTRACTORS Contractor shall include all subcontractors as an insured (covered party) under its policies or shall furnish separate certificates and endorsements for each subcontractor All coverages for subcontractors shall be subject to all of the requirements stated herein

6 JOINT VENTURES If Contractor is an association partnership or other joint business venture required insurance shall be provided by anyone of the following methods

- Separate insurance policies issued for each individual entity with each entity included as aNamed Insured (covered party) or at minimum named as an Additional Insured on the others policies Joint insurance program with the association partnership or other joint business venture included as a Named Insured

7 CANCELLATION OF INSURANCE Should any of the above described policies be cancelled before the expiration date thereof notice will be delivered in accordance with the policy provisions

8 CERTIACATE OF INSURANCE Before commencing operations under this Agreemen~ Contractor shall provide Certificate(s) of Insurance and applicable insurance endorsements in form and satisfactory to County evidencing that all required insurance coverage is in effect The County reserves the rights to require the Contractor to provide complete certified copies of all required insurance policies The require certificate(s) and endorsements must be sent to

- DepartmentAgency issuing the contract With acopy to the Contracts Office (2000 San Pablo Ave 4th floor Oakland CA 94612)

Certificate C-1 Form 2001-1

31of33

________________________________ _

Contract No ________

EXHIBITD

COUNTY OF ALAMEDA DEBARMENT AND SUSPENSION CERTIFICATION

(Applicable to all agreements funded in part or whole with federal funds and contracts over $25000)

The contractor under penalty of perjury certifies that except as noted below contractor its principals and any named and unnamed subcontractor

bull Is not currently under suspension debarment voluntary exclusion or

determination of ineligibility by any federal agency

bull Has not been suspended debarred voluntarily excluded or determined

ineligible by any federal agency within the past three years

bull Does not have a proposed debarment pending and

bull Has not been indicted convicted or had a civil judgment rendered against it by

a court of competent jurisdiction in any matter involving fraud or official

misconduct within the past three years

If there are any exceptions to this certification insert the exceptions in the following space

Exceptions will not necessarily result in denial of award but will be considered in determining contractor responsibility For any exception noted above indicate belOw to whom it applies initiating agency and dates of action

Notes Providing false information may result in criminal prosecution or administrative sanctions The above certification is part of the Standard Services Agreement Signing this Standard Services Agreement on the signature portion thereof shall also constitute signature of this Certification

CONTRACTOR __~~__L-

PRINCIPAL~~---ll-I-L-_o_--GlI_V__f___ TITLE~~)(UltJ~ltCJJ St(

SIGNATURE~-+-----=----____ DATEcl ~ (jJ~

32of33

Contract No _______

EXHmITE

COUNTY OF ALAMEDA CONTRACT COMPLIANCE REPORTING REQUIREMENTS

Upon receipt of signed contract documents prime contractor shall immediately enterassign subcontractors in the Syste~ confum payments received from the County within 5 business days in the Syste~ immediately enter payments made to subcontractors and ensure that subcontractors confirm they received payments within 5 business days in the System Subcontractors shall confirm their payments received from the prime contractor within 5 business days in the System

Alameda County Contract Compliance System training and ongoing support are provided at no charge to contractors and participating sub-contractors awarded a contract as a result of this bid process for this project Contractors having contracts with the County should schedule a representative from their officecompany along with each of their subcontractors to attend training The training schedule may be viewed online at httpwwwelationsyscomelatiollsysisupport lhtm or call Elation Systems at (510) 764shy1870 A special access code will be provided to contractors and subcontractors participating in this contract awarded to allow use of the System free of charge

It is the Contractors responsibility to ensure that they and their subcontractors are registered and trained as required to utilize the Alameda County Contract Compliance System Training sessions are approximately one hour and will be held periodically in a number of locations throughout Alameda COWlty

330f33

DATE MDDIYYYYCERTIFICATE OF LIABILITY INSURANCE 211012012

THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMA11ON ONLY AND CONFERS NO RIGHTS UPON TtE CERTFICATE HOLDER THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND EXTEND OR AtTER THE COVERAGE AFFORDED BY THE POUCIES BELOW THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BElWEEN THE ISSUING INSURER(S) AUTHORIZED REPRESENTATIVE OR PRODUCER AND TtE CERTIFICATE HOLDER

IMPORTANT If the certificate holder is an ADDmONAL INSURED the policy(ies) must be endorsed If SUBROGATION IS WAIVED subject to the terms and conditions ofthe policy certain policies may require an endorsement A statement on this certificate does not confer rights to the certificate holder in lieu of such enciorseme s

PROOUCER

Aon Risk Services Northeast Inc 199 Water Street New York NY 10038 Phone 8662667475 Fax 8664677847 AFFORDING COVERAGE HAIC INSURED COMPANY A ACE American Insurance Company

lnIemationaI Business -4achines Corp amp My Other Subsidiary Corp Owned 01 ConIrDlled by the Insured 1 New Orohan Road Armonk NY 10504 United Slates

INSUR

COVERAGES CERllFICATE NUMBER154795 REVISION NUMBER THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED NOTWITHSTANDING ANY REQUIREMENT TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO VllHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS EXCLUSIONS AND CONDITIONS OF SUCH POLICIES LlMrTS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS

INSR (fiUCf EFF POUCfEXPLTR TYPE OF INSURANCE POLICY NUMBER til UMITS

A GENERAL UABIUTY HDOG25529236 5212011 1512112012 EACH OCCURRENCE $1OQMQQ--shy~~ X COMMERCIAl GENERAl LIABILITY PREMISE$Ea ~~ncel 11000 000 = CLAIUS-MAOE [KJ OCCUR UED EXP (Anyone person) S2500000

- I PERSONAl amp ArN INJURY $1000000-

-- ~GENERAL AGGREGotTE $1000000

~L AGGREr9L1MIT ArPER i PROOUCTS-COMP~AGG $1000000

POLICY ~ LOG I i A AUlOIIOBILE UABlUlY ISAH08635948 51212011 51212012 COMBINED SINGLE LIMIT

51000000---shy (Eaarridentll2t ANY AUTO BOOIL Y INJURY (Per personl ALL OWNEO AUTOS f-shy

- ~LY INJURY (Peracddenl) SCHEDULED AUTOS PROPERTY DAMAGE-

- HIREOAUTOS i(Per_) r-middotmiddotmiddotmiddotmiddot

--shy ~AUTOS

I I UlIBRElILA UAB

I

Irl OCCUR i EACH OCCURRENCE

~

EXCESSUAS ~~ CLAIMS-MAOE AGGREGATE

- DEDUCTIBlE

IRETEImON $ WORIltERS COIIPENSA11ON i I~~Ullis I IdegJrANDEMPLOYERSUABUTY YIN shy

ANY PROPRIETORiPARTNERIEXECUTlVE D NIA

I

EL EACH ACCIDENT OFFlCERMEIBIR EXaUOED

I EL DISEASE - EA EMPLOYEE m(MIndaIoIy In NHI

~~~~~TIONSbel i EL OISEASEmiddot POLICY LIMIT

i i I I DESCRIP110N OF OPERATION$ LOCATION$I YEHlCLES Aflach ACORD 101 AcldiUoMlRemrb $chedm is ngtqulroocl)

Please see page 2 for any additional language

CERllFICATE HOLDER CANCELLAllON

Alameda County Department of Social Services 2000 San Pablo Ave Oakland CA 94612 United States

SHOULD ANY OF 1ME ABOVE DESCRIBED POLICIES BE CANCE1lED BEFORE lHE EXPlRA110N DATE lHEREOF NOnce WILL BE DElNERED IN ACCORDANCe WFTH lHE POLICY PROVISIONS

I

AUTHORIZED REPRESENTAlIYE

AuIhcfized ReJgtresenlatve ~_yen~ ~~~~~bullw __ J_ PIaI Risk SenIkes NonheasI Inc

ISgt 1988-2009 ACORD CORPORATION AI righIs reserved

ACORD 25 (2009101 The ACORD name and logo are registered marks ofACORD Page 1 of2

ADDITIONAL REMARKS SCHEDULE AGENCY

Aon Risk Services Northeast Inc 199 Water Street New York NY 10038 Phone 8662667475 Fax 8664677847

NAIlED INSURED IntemaUonal Business Machines CoIp amp Ally Other SubsidiaIy CoIp Owned Of Contro8ed by lIle Insured 1 New Ordlard Road Armonk NY 10504 United Slates

EFFECTIVE DATE

ADDITIONAL REMARKS

THIS ADDITIONAL REMARKS FORM IS A SCHEDULE TO ACORD FORM

FORM NUMBER 25 FORM TITLE CERTIFICATE OF LIABILITY INSURANCE

[Alameda County Department of SOcial Services County of Alameda its Board of SUpervisors the individual members hereof and all County officers agents employees and representatives are hereby named as additional insureds on

General Liability policies but only to the extent that their interest may appear

Additional Language The insurance coverage provided for herein shall be primary and non contributory only wi1h respect to liabHity arising out of this Agreement with respect to liabHity arising out of IBMs negligence and as respects this contract only

Project IBM Education Pack Services

If there is a question regarding this certificate please contact Edward DiNardo (Email dinardoeusibmcom Phone 916-567-2922)

~ operations incidental to the conduct of insureds business in the United States of America

ACORD 101 (2008101) 2008 ACORD CORPORA nON All rights reserved The ACORD name and logo are registered marks of ACORD

Page 20f2

tC~RiJ CERTIFICATE OF LIABILITY INSURANCE I DlTE 1I1IfDOIYYYY)

21102012

THIS CERnFICATE IS ISSUED AS A MATTER OF INFORMA nON ONLY AND CONFERS NO RIGHTS UPON TIE CERTIFICATE HOLDER THIS CERnFICATE DOES NOT AFFlRMAnvaY OR NEGAnVELY AMEND EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POUCIES BELOW THIS CERnFICATE OF INSURANCE DOES NOT CONSTITUlE A CONTRACT BETWEEN THE ISSUING INSURER(S) AUTHORIZED REPRESENTAnVE OR PRODUCER AND TIE CERTIFICATE HOLDER

IMPORTANT Iftlle certifieate holder is an ADDITIONAL INSURED the policy(ies) must be endorsed If SUBROGAnON IS WAIVED subject to the terms and conditions of the policy certain policies may require an endorsement A statement on this certifICate does not confer rights to the certificate holder in lieu of such endorsement(s)

PRODUCER =~NT Aon Risk Services Northeast Inc 1pound Ir~No)199 Water Street New York NY 10038 Phone 8662667475 Fax 8664677847 INSURER(S) AFFORDING COIlERAGE HAIC

INSURED COMPNff A liberty Insurance Corporal

International Business Madlines CoqJ COMNoIY B liberty MulJaIII1SUrIIIIlt8 CcrIyengtany 1 New Ord1ard Road COMNoIY Co National Union Fino ance Company d 1IIIsbtJrgh PA Amlonk NY 10504 United Stales

COVERAGES CERT1FICATE NUMBER154796 REVISION NUMBER- THIS IS TO CERTIFY THAT THE POlICIES OF INSURANCE LISTED BEleW HAVE BEEN ISSueD TO THE INSUREO NAMED ABOVE FOR THE POlICY PERIOD INDICATED NOTWITHSTANDING ANY REQUIREMENT TERM OR CONDITION OF ANY COOTRACT OR OTHER DOCUMENT 1MTH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN THE INSURANCE AFFORDEO BY THE POLICIES DESCRIBEO HEREIN IS SUBJECT TO ALL THE TERMS EXCLUSIONS AND CONDITIONS OF SUCH POliCIES LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID ClAIMS

11tf TYPE OF INSURANCE IIHSR IWVD POLICY NIMIIER ~1fgtUCYEXP UIlITS

GENERAl UAaUlY I EACH OCCURRENCE

COMMERCIAL GENERAl LiABlLI1Y ~~~e~~nce) CLAIMS-MADE D OCCUR MED EXP (Anyone fgten)

PERSONAl amp AlN INJURY

GENERAl AGGREGATE

ESPER ~CT5 - calpop AGG

nLOC AIlOIIOIlILE UAaUlY COMBINED SINGLE LIMIT - (Ea 8Cdde1t)

ANY AUTO BOOI L Y INJURY (Per fgte11lOt)-shy

ALL OWNED AUTOS BODILY INJURY (Per accident)-

- SCHEDULED AUTOS PROPERTY DAMAGE

HIRED AUTOS (Per accident) -

NON-OWNED AUTOS - ~

UIIBRELlA UAB HOCCUR

EACH OCCURRENCE-EXCESSUAB CLAIMS-MADE AGGREGATE

---- DEDUCTIBLE

A WORKERS COIIPENSAllON WA7-6I)()0415ef4Z AOSPRNYlshy 11112012 1III2OIa X I T~~JWs I IO~A AND EMPLOYERS UAaUlY WA7-62D-laquol41SHi12 IYil 11112012 11112013 A YIM WC1~I-ltIOU5amp-I52 (OR WI) 11112012 11112013 $100000A ANY PROIRIETORIPARTNERlEXECUTIVE ~

MIA ~1_ExaNOHl 11112012 11112013 EL EACH ACCIDENT OFACERIMEI4BER EXClUDEDI (Mandatory In NKI

BH2HIC14158-1M2(V1) 11112012 11112013 EL DISEASE- EA EMPLOYEE $1ooampQQc 83-118922 a-) 11112012 IttrlO13

bull ~~~OPERATIONSIlet_ EL DISEASE POliCY LIMIT $100000

bull

DESCRIPllON OF OPERATIONS I LOCAnONS I VEHICLES (Attech ACORD 101 MdIlloMI Renlarlc8lchedule r mono fMICI Is required)

bullbull Includes EL coverage for monopolistic states NO PR WA WY

Please see page 2 for any additional language

CERT1FICATE HOLDER CANCELLATlON

Alameda County Department of Social Services 2000 San Pablo Ave Oakland CA 94612 United States

SHOULD Atlaquo OF THE ABOVE DESCRI8ED POUCIES BE CANCELLED BEFORE THE EXPIRATION DATE 1lIEREOF NOTICE WILL BE DELIVERED IN ACCORDANCE WrrH THE POLICY PROVISIONS

I

AUTHOIIZED REPRESEHTA1IYE

IIiutJori2od ~ smiddot~ _~4-~(~--w ___ --~~ -~kin Risk SeNices Nor1heast Inc

copy 1881-2009 ACORD CORPORA TlON An nghts reserved ACORD 26 (2009109) The ACORD name and logo are registered marks ofACORD

Page 1 of 2

ADDITIONAL REMARKS SCHEDULE AGENCY

ADo Risk Services Northeast Inc 199 Water Street New York NY 10038 Phone 8662667475 Fax 8664677847

NAIlED INSURED International Business Machines Corp 1 New Onhani Road Armonk NY 10504 United states

EFFECTIVE MTE

ADDmONAL REMARKS

THIS ADDITIONAL REMARKS FORM IS A SCHEDULE TO ACORD FORM

FORM NUMBER 25 FORM 11TLE CERTIFICATE OF LIABILITY INSURANCE

Project IBM Education Pack Services

Ifthere is a question regarding this certificate please contact Edward DiNardo (Email dinardoeusibmcom Phone 916-567-2922)

All operations incidental to the conduct of insureds business in the United States of America

ACORD 101 (2008101) C 2008 ACORD CORPORATION All rights reserved The ACORD name and logo are registered mal1ls of ACORD

Page 20f2

AKl K NAKAO Director

G~-r)ipDecember 5 2011

DEC 08 lOl1 TO Caroline Judy Assistant Direltltor GSA

RECE~vED FROM Tudor S Mosu Procurement Specialist n

SUBJECf Finding ofNon-Competition bull Sote Source 2084 Purchase from International Business Machines Corp Sacramento CA

This is to document my finding that competitive bidding is not possible for the purchase ofall IBM Education Pack in tho amount oUI 4994000 for the Social Services Agency (SSA) Infonnation Systems Department and therefore the Departmental Justification to Request a Waiver ofCounty Competitive Bidding Requirement copy attached is approved

In accordance with the County Administrative Code Section 412010 entitled UPurchases to be by Competitive Quotation all purchases of and contracts for materials supplies services fwnishings equipment livestock and other personal property shall be based wherever possible on competitive quotations

I have reviewed and researched the product and marketplace Based on my research ofthe departmental justifi~tion and internet I have detennined the requested product and supplier cannot be substituted and satisfy the Countys requirements International Business Machines Corp (IBM) is the only vendor capable to provide an online account to be used for IBM private courses at SSA on WM business intelligence data warehouse reporting classes IBM will add the SSA content customized to the training environment using Cognos Framework Manager and will provide a suite oftraining public and private courses technical conferences and selfmiddotpaced virtual classes This sole source request was posted on the County website for ten (10) business days and no other proposal was received Therefore competitive quotations are not possible and the request is recommended for your approval

The Social Services Agency is to obtain Board approval for services that exceed $25000 requesting authorization from the President of the Board to sign the contract or approve the purchase The Auditor-Controller issues Board signed contracts and Board approved purchase orders and purchase order changes withwithout signed contracts

te IIktt II Peill-o ValenciaDeputy Direct6rlDate

GSA Office ofAcquisition Policy

SLEB Compliant ______

Date~~~~_________ Director GSA

Attachment(s)

1401 LAKISIDE DRIVU SUITL 907 OAKLND CALIFORNIA 94612 PHmr 5102989600 [AX 5[02089626 wwwlt5(itnc~ovorg

GSA Sole Source Procurements - Alameda County Page lof2o Ala~~da co~ntys Offl~lal ~ebslte Skip County Banner 0 SHARE rJf l

~ go WoOFg i QUick links Citizens Business Seerch aegov IGO I Government Emergencies

GSA Home

Home

Introduction

AwardedClosed Contracts

Current Contracting Opportunltles

Arch 8 Engineering Construction

Sole Source Procurements

Goods 8 Services The contracts described below have been determined to comply with the County Sole Source Policy in ~flesrlonal Services that only a single source is available andor valid sole source exceptions to the competitive process

I-===----f exisl Upcoming ContractIng Opportunities

Arch amp Englnoaring Construction Goods amp Services ProfessIonal ServlceQ

Sole Source Procurements

Highland Project Contracts

AwardedClosedContracts CUlTent Contracting Opportunltles Upcoml Contracting

Contacts Teams

Vendor Info Vendor Guide Vendor Application (Online) Vendor Application

Public Works (PWA) Contracting Opportunities

CDA Construction Contracting Opportunities

StopWasteOrg

Advance NotIce of SoJe Source purchases are posted on-line for a minimum of five (Ii) business days prior to a contract being awarded For any additlonallnformatlon regarding contracts posted on thIs website please contact the appropriate parson listed below Thank you for your interest

Source Contract DescrIption

f1Ef1l Online Training Courses

f1I3JI Repair and Test fIre fighting ProtectiVe Clothing

Electro Shock Guns Cartridges BaHerlee amp Accessories

Estimate Award Date

120212011

11302011

111172011

Contact Person

Tudor S Mosu (510) 208-9614

Tudor S Mosu (510) 208-9614

Tudor S Mosu (510) 208-9614

mhtmIfilelICUserstmosuAppDataLocalMicrosoftWindowsTemporary Internet FilesContentOutlook1OYF6YPOGSA S 1210612011

Alameda County Auclttor-Controller Agencv Office of Contract Compliance OCC

FEDERAL GRANT FUNDS SMALL LOCAL EMERGING BUSINESS (SUI) WAIVER REQUEST

REQUIREDTOSOUCIT BlOSPROPOSALSAND AWARt)AMENO CONTRACTS THAT INCUJDe FtoERAl GRANT FUNDS THAT fROHI51l GIOORAPHICAl PREFERENCE)

mSfCDOfltcompr middot6 bbw and submit fhts form wlfh supporifng doclfrnentaion pecificolty stoHng that geographle preferences om bonnad fer the requetfed procurement to Tcmtnee TRlong Auditor Controller ace a QC 20111 or vIa email tot1Wlmf1lmn9_~99Uponapprovala fampdeKal Fundt WaNer number wm be I$SitEtd This numbM Is a mandatOf) field rGqooed tQ enter Q Procurement CollirUct In ALCOUMt ace wlJi mft-m upprovaill and denkds to tile Requesfing Depmtmem listed belew It IIIIftoI WQJvCW Is to $Cliett bids resubmlt c IOPY of the originally signed form Q nsed to tIWOrdlarYileM eo~ttI~ rlllquired addltlOlQllnfOOYlofl~l (3JiC bllliowl

1 Requasiing Department Ncme~_~~~9______ _~__________

A Contact First and Lost Nome~a~y Chen ___ _____ QiC 20203 __

8 Email Address~~~aOQCVmiddotorg ___ Phone Number ~~~~~ ____ 2 Procu~ement Oescriptlcm To p~asl an IB~~~tl0f~Jntonlln~ account) th~~lIIJr~~~

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A 0 SoBd Bids with County Counsel approved modifled SlEB provlslons ___1___L__ ~

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l ControctorNameCitYIM~IaClesett --~------------- iI Total Contract ValtJe $1499~O~ 5 3 fs i

L 3 fpoundlltroct S~ Date ~LJ~)2 U- COltmct End Dote=--zbJ~_IT1- - ~----- --~ -------- C 0 Contract Amendment --1_~J_ Also complete R 11 B2) and B 3) above WaWQr Req~Date

Dnme expiration Dote __~J1_ bull OMoo6Y Increase Amount $___~__~ ----~----~-- shy4 g Check here to in(iicate thai the FedefQ~ regulation Is ofialChed and speciflcally prohibits

geographical preferencs$ rrown he proc)r~met1 described above

Federal Re~Jutotlon NameNumber H~ltht~ S~~~L2~45ER~_~__~_

5 pound1 Che~~k here to lndicats that the Fedarar grant fundi are sub granted or PQssed through the State to the Couniy where State laws prohibit geogroph1cai preferences from the proctffemenf described obove and sub granf documerlts are aHached

State Regulation NomeNum r---=__

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EPLS Search Results Page 1 of 1

Excluded Parties List System EPLS

Search Results Excluded By Firm Entity or Vessel International Business Machines Corporation

as of 14-Feb-2012 229 PM EST

Your search returned no results

httpsllwwweplsgoveplssearchdo full_name= Intemational+Business+Machines+Corpo 2142012

Contract No _______

(1) Are not presently debarreeL suspended proposed for debannent declared ineligible or voluntary excluded by any federal department or agency

(2) Shall not knowingly enter into any covered transaction with a person who is proposed for debannent under federal regulations debarreeL suspendeeL declared ineligible or voluntarily excluded from participation in such transaction

8 PAYMENT For services performed in accordance with this Agreement payment shall be made to Contractor as provided ill Exhibit B hereto

9 TRA VEL EXPENSES Contractor shall not be allowed or paid travel expenses unless set forth in this Agreement

10 TAXES Payment of all applicable federal state and local taxes shall be the sole responsibility of the Contractor

11 OWNERSHIP OF DOCUMENTS Contractor hereby assigns to the County and its assignees all copyright and other use rights in any and all proposals plans specification designs drawings sketches renderings models reports and related documents (including computerized or electronic copies) respecting in any way the subject matter of this Agreement whether prepared by the County the Contractor the Contractors sub-Contractors or third parties at the request of the Contractor (collectively Documents and Materials) This explicitly includes the electronic copies of all above stated documentation

Contractor also hereby assigns to the County and its assignees all copyright and other use rights in any Documents and Materials including electronic copies stored in Contractors Information System respecting in any way the subject matter of this Agreement

Contractor shall be permitted to retain copies including reproducible copies and computerized copies of said Documents and Materials Contractor agrees to take such further steps as may be reasonably requested by County to implement the aforesaid assignment Iffor any reason said assignment is not effective Contractor hereby grants the County and any assignee of the County an express royalty - free license to retain and use said Documents and Materials The COWltyS rights Wider this paragraph shall apply regardless of the degree of completion of the Documents and Materials and whether or not Contractors services as set forth in Exhibit A of this Agreement have been fully performed or paid for

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Contract No _______

In Contractors contracts with other Contractors Contractor shall expressly obligate its Sub-Contractors to grant the County the aforesaid assignment and license rights as to that Contractors Documents and Materials Contractor agrees to defend indemnifY and hold the County hannless from any damage caused by a failure of the Contractor to obtain such rights from its Contractors andor SubshyContractors

Contractor shall pay all royalties and license fees which may be due for any patented or copyrighted materials methods or systems selected by the Contractor and incorporated into the work as set forth in Exhibit bullbullA and shall defend indemnifY and hold the County hannless from any claims for infringement of patent or copyright arising out of such selection The Countys rights under this Paragraph II shall not extend to any computer software used to create such Documents and Materials

12 CONFLICT OF INTEREST CONFIDENTIALITY The Contractor covenants that it presently has no interest and shall not have any interest direct or indirect which would conflict in any manner with the performance of services required under this Agreement Without limitation Contractor represents to and agrees with the County that Contractor has no present and will have no future conflict of interest between providing the County services hereunder and any other person or entity (including but not limited to any federal or state wildlife environmental or regulatory agency) which has any interest adverse or potentially adverse to the County as determined in the reasonable judgment of the Board of Supervisors of the County

The Contractor agrees that any information whether proprietary or not made known to or discovered by it during the performance ofor in connection with this Agreement for the County will be kept confidential and not be disclosed to any other person The Contractor agrees to immediately notifY the County by notices provided in accordance with Paragraph 13 of this Agreement if it is requested to disclose any information made known to or discovered by it during the perfOlmance of or in connection with this Agreement These conflict of interest and future service provisions and limitations shall remain fully effective five (5) years after termination of services to the County hereunder

13 NOTICES Alll1otices requests demands or other communications under this Agreement shall be in writing Notices shall be given for all purposes as follows

Personal delivery When personally delivered to the recipient notices are effective on delivery

First Class Mail When mailed first class to the last address of the recipient known to the party giving notice notice is effective three (3) mail delivery days

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Contract No _______

after deposit in a United States Postal Service office or mailbox Certified Mail When mailed certified mail return receipt requested notice is effective on receipt if delivery is confirmed by a retun receipt

Overnight Delivery When delivered by overnight delivery (Federal ExpressAirbomelUnited Parcel ServicelDHL WorldWide Express) with charges prepaid or charged to the senders account notice is effective on delivery if delivery is colrlinned by the delivery service Telex or facsimile transmission When sent by telex or facsimile to the last telex or facsimile number of the recipient known to the party giving notice notice is effective on receipt provided that (a) a duplicate copy ofthe notice is promptly given by first-class or certified mail or by overnight delivery or (b) the receiving party delivers a written confirmation of receipt Any notice given by telex or facsimile shall be deemed received on the next business day if it is received after 500 pm (recipients time) or on a non-business day

Addresses for purpose of giving notice are as follows

To County COUNTY OF ALAMEDA Alameda County Social Services Agency 2000 San Pablo Ave 4th floor Oakland CA 94612 Attn Don Edwards (Assistant Agency Director)

To Contractor hlternational Business Machines (IBM) 256 Bomlie Sue Drive Villa Rica GA 30180 Attn Philip Davis (Education Account Executive Business Analytics)

Any correctly addressed notice that is refused wIclaimed or undeliverable because of an act or omission of the party to be notified shall be deemed effective as of the first date that said notice was refused unclaimed or deemed undeliverable by the postal authorities messenger or overnight delivery service

Any party may change its address or telex or facsimile number by giving the other party notice of the change in any manner permitted by this Agreement

14 USE OF COUNTY PROPERTY Contractor shall not use COWIty property (including equipment instruments and supplies) or persollnel for any purpose other than in the performance ofhislher obligations WIder this Agreement

15 EQUAL EMPLOYMENT OPPORTUNITY PRACTICES PROVISIONS Contractor assures that helshelit will comply with Title VII of the Civil Rights Act

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Contract No _______

of 1964 and that no person shaJL on the grounds ofrace creed color disability sex sexual orientation national origin age religion Vietnam era Veterans status political affiliation or any other non-merit factor be excluded from participation in be denied the benefits of or be otherwise subjected to discrimination wlder this Agreement

a Contractor shall in all solicitations or advertisements for applicants for employment placed as a result of this Agreement state that it is an Equal Opportunity Employer or that all qualified applicants will receive consideration for employment without regard to their race creed color disability sex sexual orientation national origin age religion Vietnam era Veterans status political affiliation or any other non-merit factor

b Contractor shall if requested to so do by the County certify that it has not in the performance of this Agreement discriminated against applicants or employees because of their race creed color disability sex sexual orientation national origin age religion Vietnam era Veterans status political affHiation or any other non-merit factor

c If requested to do so by the COWlty Contractor shall provide the COWlty with access to copies of all of its records pertaining or relating to its employment practices except to the extent such records or portions of such records are confidential or privileged wlder state or federal law

d Contractor shall recruit vigorously and encourage minority - and womenshyowned businesses to bid its subcontracts

e Nothing contained in this Agreement shall be construed in any manner so as to require or permit allY act which is prohibited by law

f The Contractor shall include the provisions set forth ill paragraphs A through E (above) in each of its subcontracts

16 DRUG-FREE WORKPLACE Contractor and Contractors employees shall comply with the Countys policy ofmaintaining a drug-free workplace Neither Contractor nor Contractors employees shall unlawfully manufacture distribute dispense possess or use controlled substances as defined in 21 US Code sect 812 including but not limited to marijuana heroin cocaine and amphetamines at any County facility or work site If Contractor or any employee of Contractor is convicted or pleads nolo contendere to a criminal drug statute violation occurring at a COWlty facility or work site the Contractor within five days thereafter shall notifY the head of the County departmentagency for which the contract services are performed Violation of this provision shall constitute a material breach of this Agreement

11 of 33

Contract No _______

17 AUDITS ACCESS TO RECORDS The Contractor shall make available to the County its authorized agents officers or employees for examination any and all ledgers books of accounts invoices vouchers cancelled checks and other records or documents evidencing or relating to the expenditures and disbursements charged to the County and shall furnish to the County its authorized agents officers or employees such other evidence or information as the County may require with regard to any such expenditure or disbursement charged by the Contractor

The Contractor shall maintain full and adequate records in accordance with County requirements to show the actual costs incurred by the Contractor in the performance of this Agreement If such books and records are not kept and maintained by Contractor within the Cotmty ofAlameda California Contractor shall upon request of the County make such books and records available to the County for inspection at a location within County or Contractor shall pay to the County the reasonable and necessary costs incurred by the County in inspecting Contractors books and records including but not limited to travel lodging and subsistence costs Contractor shall provide such assistance as may be reasonably required in the course of such inspection The County further reserves the right to examine and reexamine said books records and data during the three (3) year period following termination of this Agreement or completion of all work herewlder as evidenced in writing by the County and the Contractor shall in no event dispose of destroy alter or mutilate said books records accounts and data in any manner whatsoever for three (3) years after the County makes the fmal or last payment or within three (3) years after any pending issues between the County and Contractor with respect to this Agreement are closed whichever is later

18 DOCUMENTS AND MATERIALS Contractor shall maintain and make available to County for its inspection and use during the term of this Agreement all Documents and Materials as defmed in Paragraph 11 of this Agreement Contractors obligations WIder the preceding sentence shall continue for three (3) years following termination or expiration of this Agreement or the completion of all work hereunder (as evidenced in writing by County) and Contractor shall in no event dispose of destroy alter or mutilate said Documents and Materials for three (3) years following the Countys last payment to Contractor under this Agreement

19 TIME OF ESSENCE Time is of the essence in respect to all provisions of this Agreement that specify a time for performance provided however that the foregoing shall not be construed to limit or deprive a party ofthe benefits of any grace or use period allowed in this Agreement

20 TERMINATION The County has and reserves the right to suspend terminate or abandon the execution of any work by the Contractor without cause at any time upon giving to the Contractor prior written notice In the event that the County

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Contract No _______

should abandol terminate or suspend the Contractors work the Contractor shall be entitled to payment for services provided hereunder prior to the effective date of said suspensiol termination or abandonment Said payment shall be computed in accordance with Exhibit B hereto provided that the maximum amount payable to Contractor for its ffiM Education Pack Services shall not exceed $14994000 payment for services provided hereunder prior to the effective date of said suspensiol termination or abandonment

21 SMALL LOCAL AND EMERGING BUSINESS (SLEB) PARTICIPATION

Contractor has been approved by County to participate in contract without SLEB participation (Waiver F308A attached) As a result there is no requirement to subcontract with another business in order to satisfy the Countys Small and Emerging Locally owned Business provision

However if circumstances or the terms of the contract should change Contractor may be required to immediately comply with the Countys Small and Emerging Local Business provisions including but not limited to

a Contractor must be a certified small or emerging local business( es) or subcontract a minimum 20 with a certified small or emerging local business(es)

b SLEB subcontractor(s) is independently owned and operated (ie is not owned or operated in any way by Prime) nor do any employees of either entity work for the other

c Small andor Emerging Local Business participation and current SLEB certification status must be maintained for the term of the contract Contractor shall ensure that their own certification status andor that of participating subcontractors (as is applicable) are maintained in compliance with the SLEB Program

d Contractor shall not substitute or add any small andor emerging local business( s) listed in this agreement without prior written approval from the County Said requests to substitute or add a small andor emerging local business shall be submitted in writing to the County department contract representative identified under Item 13 above Contractor will not be able to substitute the subcontractor without prior written approval from the Alameda County Auditor Controller Agency Office of Contract Compliance (OCC)

e All SLEB participatiol except for SLEB prime contractor must be tracked and monitored utilizing the Elation compliance System

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Contract No _______

COWIty will be WIder no obligation to pay contractor for the percent committed to a SLEB (whether SLEB is a prime or subcontractor) if the work is not performed by the listed small andor emerging local business

For further information regarding the Small Local Emerging Business participation requirements and utilization of the Alameda COWlty Contract Compliance System contact the COWIty Auditor- Controllers Office ofContract Compliance (OCC) located at 1221 Oak St Rm 249 Oakland CA 94612 at Tel (510) 891-5500 Fax (510) 272-6502 or via E-mail at ACSLEBcomplianceacgovorg

c

22 FIRST SOURCE PROGRAM For contracts over $100000 Contractor shall provide COWIty ten (10) working days to refer to Contractor potential candidates to be considered by Contractor to fill any new or vacant positions that are necessary to fulfill their contractual obligations to the COWIty that Contractor has available during the contract term before advertising to the general public

23 CHOICE OF LAW This Agreement shall be governed by the laws of the State of California

24 WAIVER No waiver of a breach failure of any condition or any right or remedy contained in or granted by the provisions of this Agreement shall be effective wuess it is in writing and signed by the party waiving the breach failure right or remedy No waiver of any breach failure right or remedy shall be deemed a waiver of any other breach failure right or remedy whether or not similar nor shall any waiver constitute a continuing waiver unless the writing so specifies

25 ENTIRE AGREEMENT This Agreement including all attachments exhibits and any other documents specifically incorporated into this Agreement shall constitute the entire agreement between COWIty and Contractor relating to the subject matter of this Agreement As used herein Agreement refers to and includes any documents incorporated herein by reference and any exhibits or attachments This Agreement supersedes and merges all previous WIderstandings and all other agreements written or oral between the parties and sets forth the entire WIderstanding of the parties regarding the subject matter thereof The Agreement may not be modified except by a written document signed by both parties

26 HEADINGS herein are for convenience of reference Oluy and shall in no way affect interpretation of the Agreement

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27 ADVERTISING OR PUBLICITY Contractor shall not use the name OfCOWIty its officers directors employees or agents in advertising or publicity releases or otherwise without securing the prior written consent of COWIty in each instance

28 MODIFICATION OF AGREEMENT This Agreement may be supplemented amended or modified only by the mutual agreement of the parties No supplement amendment or modification of this Agreement shall be binding wuess it is in writing and signed by authorized representatives of both parties

29 ASSURANCE OF PERFORMANCE If at any time County believes Contractor may not be adequately performing its obligations under this Agreement or that Contractor may fail to complete the Services as required by this Agreement COWIty may request from Contractor prompt written assurances of performance and a written plan acceptable to County to correct the observed deficiencies in Contractors performance Contractor shall provide such written assurances and written plan within ten (10) calendar days of its receipt of Countys request and shall thereafter diligently commence and fully perform such written plan Contractor acknowledges and agrees that any failure to provide such written assurances and written plan within the required time is a material breach under this Agreement

30 SUBCONTRACTINGASSIGNMENT Contractor shall not subcontract assign or delegate any portion of this Agreement or any duties or obligations hereunder without the Countys prior written approval

a Neither party shall on the basis ofthis Agreement contract on behalf ofor in the name of the other party Any agreement that violates this Section shall confer no rights on any party and shall be null and void

b Contractor shall use the subcontractors identified in Exhibit A and shall not substitute subcontractors without Countys prior written approval

c Contractor shall remain fully responsible for compliance by its subcontractors with all the terms ofthis Agreement regardless of the terms of any agreement between Contractor and its subcontractors

31 SURVIVAL The obligations of this Agreement which by their nature would continue beyond the termination on expiration of the Agreement including without limitation the obligations regarding Indemnification (Paragraph 2) Ownership of Documents (Paragraph 11) and Conflict of Interest (Paragraph 12) shall survive termination or expiration

32 SEVERABILITY If a court of competent jurisdiction holds any provision of this Agreement to be illegal unenforceable or invalid in whole or in part for any

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reason the validity and enforceability of the remaining provisions or portions of them will not be affecteltL unless an essential purpose ofthis Agreement would be defeated by the loss ofthe illegal mlenforceable or invalid provision

33 PATENT AND COPYRIGHT INDEMNITY Contractor represents that it knows ofno allegations claims or threatened claims that the materials services hardware or software (Contractor Products) provided to ComIty under this Agreement infringe any patent copyright or other proprietary right Contractor shall defenltL indemnify and hold harmless ComIty of from and against all losses claims damages liabilities costs expenses and amounts (collectively Losses) arising out of or in connection with an assertion that any Contractor Products or the use thereof infringe any patent copyright or other proprietary right of any third party ComIty will ( 1) notify Contractor promptly of such claim suit or assertion (2) permit Contractor to defend compromise or settle the claim anltL (3) provide on a reasonable basis information to enable Contractor to do so Contractor shall not agree without Countys prior written consent to any settlement which would require County to pay money or perform some affirmative act in order to continue using the Contractor Products

a If Contractor is obligated to defend County pursuant to this Section 33 and fails to do so after reasonable notice from County County may defend itself andor settle such proceeding and Contractor shall pay to ComIty any and all losses damages and expenses (including attorneys fees and costs) incurred in relationship with ComItys defense andor settlement of such proceeding

b hI the case of any such claim of infringement Contractor shall either at its option (1) procure for ComIty the right to continue using the Contractor Products or (2) replace or modify the Contractor Products so that that they become non-infringing but equivalent in functionality and performance

c Notwithstanding this Section 33 ComIty retains the right and ability to defend itself at its own expense against any claims that Contractor Products infringe any patent copyright or other intellectual property right

34 OTHER AGENCIES Other tax supported agencies within the State of California who have not contracted for their own requirements may desire to participate in this contract The Contractor is requested to service these agencies and will be given the opportunity to accept or reject the additional requirements If the Contractor elects to supply other agencies orders will be placed directly by the agency and payments made directly by the agency

35 EXTENSION This agreement may be extended for two additional one year terms by mutual agreement of the ComIty and the Contractor

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36 SIGNATORY By signing this agreement signatory warrants and represents that heshe executed this Agreement ill hislher authorized capacity and that by hislher signature on this Agreement heshe or the entity upon behalf of which heshe acted executed this Agreement

[END OF GENERAL TERMS AND CONDITIONS]

170f33

--------Contract No

ADDITIONAL PROVISIONS

1 Exhibit E COUNTY OF ALAMEDA CONTRACT COMPLIANCE REPORTING REQUIREMENTS - Not applicable Federal Grant Funds SLEB Waiver approved F308A (attached) Waiver of county competitive bidding requirement approved by GSA (Attached copy of the GSA memo dated on 125111)

2 The IBM Education Pack -online account Program is subject to the terms and conditions of the IBM Agreement for Courses and Education Materials which can be found by accessing the IBM Web site via ibmcomltraininglustermshtmL

3 US County Government Alameda County Social Services Agency Only For US County Government Alameda County Social Services Agency ordering from the IBM GSA IT Schedule Contract Number GS-35F-4984H The terms and conditions of the GSA IT Schedule Contract apply and may be viewed at wwwibmcomleasyaccessgsa

For US County Government Alameda County Social Services Agency placing orders other than via the GSA IT Schedule Contract Terms and conditions equivalent to those contained in IBMs current GSA IT Schedule Contract apply Terms of IBMs current GSA IT Schedule Contract prevail in the event of a conflict with the commercial terms

The following General Terms and Agreement shan be modified as follows

4 Section 1 is amended and restated in its entirety as follows

INDEPENDENT CONTRACTOR No relationship of employer and employee is created by this Agreement it being understood and agreed that Contractor is an independent contractor Contractor is not the agent or employee of the County in any capacity whatsoever and County shall not be liable for any acts or omissions by Contractor nor for any obligations or ~iabilities incurred by Contractor

Contractor shall have no claim under this Agreement or otherwise for seniority vacation time vacation pay sick leave personal time off overtime health insurance medical care hospital care retirement benefits social security disability Workers Compensation or unemployment insurance benefits civil service protection or employee benefits of any kind

Contractor shall be solely liable for and obligated to pay directly all applicable payroll taxes (including federal and state income taxes) or contributions for unemployment insurance or old age pensions or annuities which are imposed by any governmental entity in connection with the labor used or which are measured by wages salaries or other remuneration paid to its officers agents or employees

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180f33

--------Contract No

In carrying out the work contemplated herein Contractor shall comply with all applicable federal and state workers compensation and liability laws and regulations with respect to the officers agents andor employees conducting and participating in the work and agrees that such officers agents andor employees will be considered as independent contractors and shall not be treated or considered in any way as officers agents andor employees of County

Contractor does by this Agreement agree to perfonn hislher said work and functions at all times in accordance with currently approved methods and practices in hislher field and that the sole interest of County is to insure that said service shall be perfonned and rendered in accordance with the Agreement

Notwithstanding the foregoing if the County detennines that pursuant to state and federal law Contractor is an employee for purposes of income tax withholding County may upon two weeks notice to Contractor withhold from payments to Contractor hereunder federal and state income taxes and pay said sums to the federal and state governments

5 Section 2 is amended and restated in its entirety as follows

INDEfYINIFICATION Contractor shall hold hannless and indemnifY the County of Alameda by defending the County of Alameda its Board of Supervisors employees and agents from and against any and all third party claims for damages on account of bodily injury (including death) or damage to real property or tangible personal property for which Contractor is legally liable to that third party and pay all costs damages and attorneys fees that a court finally awards or that are included in a settlement approved by Contractor provided that the County shall promptly notifY Contractor in writing of the claim and allow Contractor to control the defense and will cooperate with the Contractor in the defense and any related settlement negotiations The County may participate in the defense of any such claim at its own expense without relieving Contractor of any obligation hereunder

6 Section 6(a) is amended and restated in its entirety as follows

CONFORMITY WITH LAW AND SAFETY

a In perfonning services under this Agreement Contractor shall observe and comply with all laws ordinances codes and regulations of governmental agencies including federal state municipal and local governing bodies applicable to Contractor as a provider of infonnation technology products and services including all applicable provisions of the California Occupational Safety and Health Act

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--------Contract No

7 Section 10 is amended and restated in its entirety as follows

TAXES Payment of all applicable federal state and local taxes excluding those based on Contractors net income shall be the sole responsibility of the County unless proper exemption documentation is provided to the Contractor

8 Section 11 is amended and restated in its entirety as follows

OWNERSHIP OF DOCUMENTS Ownership of any Materials provided under this Agreement shall be as provided for in the Additional Provisions

9 Section 12 is amended and restated in its entirety as follows

CONFLICT OF INTEREST CONFIDENTIALITY The Contractor covenants that to the best of its knowledge and belief it presently has no interest and shall not have any interest direct or indirect which would conflict in any manner with the performance of services required under this Agreement Without limitation Contractor represents to and agrees with the County that Contractor has no present and will have no future conflict of interest between providing the County services hereunder and any other person or entity (including but not limited to any federal or state wildlife environmental or regulatory agency) which has any interest adverse or potentially adverse to the County as determined in the reasonable judgment of the Board of Supervisors of the County

10 Section 15( c) is amended and restated in its entirety as follows

c If requested to do so by the County Contractor shall provide the County with access to copies of all of its records pertaining or relating to its employment practices except to the extent such records or portions of such records are confidential or privileged under state or federal law andor in accordance with Contractors policies andor procedures

11 Section 16 is amended and restated in its entirety as follows

DRUG-FREE WORKPLACE Contractor and Contractors employees shall comply with the Countys policy ofmaintaining a drug-free workplace Neither Contractor nor Contractors employees shall unlawfully manufacture distribute dispense possess or use controlled substances as defined in 21 US Code sect 812 including but not limited to marijuana heroin cocaine and amphetamines at any County facility or work site If Contractor or any employee of Contractor is convicted or pleads nolo contendere to a criminal drug statute violation occurring at a County facility or work site the Contractor within five days thereafter shall notify the head of the County departmentagency for which the contract services are performed

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Contract No ________

12 Section 17 is amended and restated in its entirety as follows

AUDITS ACCESS TO RECORDS The Contractor shall make available to the County its authorized agents officers or employees for examination any and all project records evidencing or relating to the expenditures and disbursements charged to the County and shall furnish to the County its authorized agents officers or employees such other evidence or information as the County may require with regard to any such expenditure or disbursement charged by the Contractor

If such project records are not kept and maintained by Contractor within the County of Alameda California Contractor shall upon request of the County makesuch project records available to the County for inspection at a location within County Contractor shall provide such assistance as may be reasonably required in the course of such inspection The County further reserves the right to examine and reexamine said project records during the three (3) year period following termination of this Agreement or completion of all work hereunder and the Contractor shall in no event dispose of destroy alter or mutilate said project records whatsoever for three (3) years after the County makes the final or last payment or within three (3) years after any pending issues between the County and Contractor with respect to this Agreement are closed whichever is later Notwithstanding anything else contained herein as in regards to this project in no event shall Contractor provide any confidential financial information including but not limited to cost or pricing methodologies overheads profit margins internal audit results or employee records

13 Section 18 is deleted in its entirety

14 Section 20 is amended and restated in its entirety as follows

TERMINATION The County has and reserves the right to terminate or abandon the execution of any work by the Contractor without cause at any time upon giving to the Contractor thirty (30) days prior written notice In the event that the County should terminate the Contractors work the Contractor shall be entitled to payment for services provided hereunder prior to the effective date of said termination Said payment shall be computed in accordance with Exhibit B hereto provided that the maximum amount payable to Contractor for its IBM Education Pack Services shall not exceed $14994000 payment for services provided hereunder prior to the effective date of said termination

210f33

--------Contract No

15 Section 22 is deleted in its entirety IBM does not anticipate any hiring with this education effort based upon IBMs global HR policies and procedures

16 Section 30 is amended and restated in its entirety as follows

SUBCONTRACTINGASSIGNMENT Contractor shall not subcontract assign or delegate any portion of this Agreement or any duties or obligations hereunder without providing the County with prior written notification

a Neither party shall on the basis of this Agreement contract on behalf of or in the name of the other party Any agreement that violates this Section shall confer no rights on any party and shall be null and void

b Contractor shall remain fully responsible for compliance by its subcontractors with all the terms of this Agreement in the performance of the services by such subcontractors regardless of the terms of any agreement between Contractor and its subcontractors

17 Section 33 PATENT AND COpy INDEMNITY is deleted in its entirety and will be governed by the terms and conditions as stated in APPENDIX A IBM Education Pack online account

County Counsel Signature ~ b ~)lto

220f33

Contract No ________

EXIDBITA DEFINITION OF SERVICES

Project IBM Education Pack - online account

Service The contractor will set up an IBM Education Pack - online account for Alameda County Social Services Agency A total value offering of $17640000 to be placed immediately in the IBM Education Pack - online account for a price of$14994000

bull Alameda County Social Services Agency will use the IBM Education Pack - online account discounted dollars to purchase IBM Training public and private courses IBM Technical Conferences designated by IBM Training and offered in the United States IBM Training self paced virtual classes at the regular retail price in effect at the time ofeach such purchase The account is available for use to train any employee of the Alameda County Social Services Agency These dollars can not be used in combination with any other discounts promotions or separately negotiated special rates (Refer to Appendix A - IBM Education Pack -online account Terms and Conditions)

bull IBM will invoice Alameda County Social Services Agency upon signing ofthis Agreement Information will be supplied identifying a user id and password for monitoring the online account Invoices are due in accordance with Exhibit B

bull This account is valid for twelve (12) months from the date it is first activated on 31112 The requested start date may be no later than sixty (60) days from the signing ofthis Agreement Any remaining balance at the end oftwelve (12) months will expire and is non-refundable

230f33

Contract No ________

APPENDIX A

IBM Education Pack -online account

Terms and conditions

Alameda County Social Services Agency is entitled to the discounting as described below

IBM Education Pack -online account -general terms and conditions

The ffiM Education Pack -online account is an electronic account you fund with training dollars to be used for ffiM Training offerings The account offers two options for funding which are $100 increments and preset amounts

Precision paymentplan with flexible levels in $JOO increments Value of 5100 increments Your Savings USD 52500 -59900 25-99 0010 USD 510000 -524~00 100 -249 5 USD 525000 -549900 250 -499 10010 USD 550000 -599~00 500 -999 11 USD 5100000 + 1000+ 12

Pre-set amOlmts are available in packages Value Your Price Your Savings USD52500 USD $2500 0010 USD 510000 USD $9500 5 USD525OOO USD22500 10 USDS50000 USD $44500 11 USD 5100000 USD $88000 12

1 The ffiM Education Pack -online account training dollars are valid for 12 months and are nonshyrefundable The ffiM Education Pack -online account can be used by one or more individuals in your organization

2 The ffiM Education Pack online account is valid for 12 months and extensions are prohibited 3 The activation date for the ffiM Education Pack -online account is the date ffiM Training receives the

application and billing information unless an alternate activation date is requested at the time the application is submitted An activation date of up to 60 days from the date of the application may be selected if indicated on the initial order form

4 The ffiM Education Pack -online account can be used for ffiM public courses private on-site courses instructor mentoring and most conferences designated by ffiM Training and offered in the US The ffiM Education Pack -online account may also be used for most ffiM e-Iearning designated by ffiM Training When using the ffiM Education Pack -online account to pay for a private onsite class you may use the training dollar vouchers for the class tuition instructor travel and living equipment and classroom rentals if applicable

5 When using the ffiM Education Pack online account to pay for a conference the funds may be used for conference tuition and some associated education sessions designated by ffiM Training

6 The ffiM Education Pack - online account cannot be used for classes or conferences which occur beyond the expiration date of the account funds The funds must be valid on the first day of the class or

240f33

Contract No _________

conference regardless of the date ofyour enrollment 7 Certain IBM Training courses may be excluded from this program To determine which IBM Training

courses are eligible for the program and which are excluded access our online catalog via the World Wide Web at ibncQmtrainingus to view IBM Training public course descriptions and conference scheduJes or contact 1800-IBM-TEACH (1-800-426-8322)

8 You must enroll in each individual course or conference prior to attending All enrollments in courses or conferences are subject to availability Enrollments and purchases must be guaranteed by an alternate method ofpayment You must check the IBM Education Pack online account box on the enrollment form Ifyou enroll by phone you must indicate you are using IBM Education Pack - online account funds to properly flag your enrollment record

9 To use your IBM Education Pack -online account funds you must debit your account PRIOR to the start ofthe course or conference by creating a voucher and submitting it online Each account voucher must be completed with Alameda County Social Services Agency number Alameda County Social Services Agency name and offering identification You must create a unique voucher for each individual enrollment or offering you purchase

10 The purchase of an IBM Education Pack -online account does not guarantee that a class will be held in a specific location

11 Ifyour enrollment status changes due to any cancellations you must access your IBM Education Pack online account and void applicable vouchers to return unused funds to your account balance The IBM Education Pack online account will not automatically update

12 The IBM Education Pack -online account is password protected IBM Training is not responsible for the misuse ofIBM Education Pack -online accounts

B Once the IBM Education Pack -online account is debited by creating a voucher for the offering your invoice will be credited for the value submitted up to 100010 of the course or conference tuition or other valid offering purchased If the amount of the created voucher from the IBM Education Pack-online account does not cover the entire tuition of the eligible IBM Training offering you will be billed the difference Ifyour IBM Education Pack -online account is not debited a bill for the offering will be sent

14 IBM Education Pack -online account cannot be used to pay for offerings that have already been billed or applied to previously taken courses

15 Once the IBM Education Pack -online account has been debited training dollars cannot be reapplied to the IBM Education Pack -online account

16 IBM Education Pack -online account training dollars cannot be combined with any other discounts offers programs coupons or promotions

17 IBM Education Pack -online account training dollars cannot be used to purchase additional IBM Education Packs -online accounts or other discount offerings

18 The No-Show and Cancellation policies apply and a bill for the full course or conference tuition will be sent if a student fails to attend or to cancel within the required period for a course or conference To use IBM Education Pack -online account training dollars to pay a No-Show or late cancellation bill send an e-mail to edpack(ZVusibmcom for processing instructions

19 IBM Education Pack -online account cannot be used to pay for IBM Training services engagements 20 Prices ofthis program and eligible offerings are subject to change without notice 21 Course and conference schedules are subject to change without notice 22 The IBM Education Pack -online account can only be resold by authorized IBM Business Partners

250f33

Contract No _________

Terms and conditions

IBM agreementor courses and education nuderitds

CUITent as of 01 Jan 2011

The following terms apply to I) enrollment in classes offered by ffiM and 2) orders for ffiMs education materials These tenus along with any applicable license agreement are the complete agreement between us regarding the courses or education materials we provide and replace any prior oral or written communications between us Attendance at a class or your use of any education materials constitutes your agreement to these tenus and conditions Occasionally we have offerings with additional or different terms and conditions If so we will provide those terms and conditions to you For example conference tenus and conditions are outlined in the conference registration section of the conference website or in the conference brochure for the event

Coulses and education mateais

We list our generally available courses and education materials in various IDM Catalogs ofEducation (Catalog) which we publish from time to time We may add or withdraw courses and education materials at any time without notice

Scheduling dasses

We will specify the dates of public classes Private or on-site classes will be scheduled by mutual agreement We may cancel any scheduled class on notice If we cancel a class for which you have prepaid we will refund the price you paid

Accommodations for students with disabilities

IDM locations are accessible for students with disabilities If reasonable accommodations are required for an individual with a disability please advise IDM of the accommodations in advance

Pces and payment

Prices for public classes will be those in effect on the date the class begins Prices include the use of required education materials and machines They do not include taxes or student travel and living expenses IDM reserves the right to increase prices at any time without prior notification Prices for private or on-site classes will be established based on your requirements Additional charges may apply such as instructor travel and living expenses facilities and remote lab support You agree to pay amounts due including applicable taxes and any late payment fees as we specify in the invoice Conference cancellation charges will be specified on the conference website or in the conference brochure for the event

Cancellation charges

Effective January 1 2011

You will be charged the full price of a public class ifyou do not cancel or reschedule your enrollment at least fourteen calendar days prior to the scheduled start date or ifyou do not show up for the class

260f33

Contract No _________

However you may cancel your class enrollment at any time within the three days following your initial or any rescheduled enrollment date without charge

Ifyou cancel a private or on-site class within seven calendar days prior to the scheduled start date you will be billed the full price ofthe class ifyou cancel between eight and fifteen calendar days prior to the scheduled start date you will be billed 25 of the full price and ifyou cancel between sixteen and twentyshyone calendar days prior to the scheduled start date you will be billed lOO of the full price Cancellation of a private or on-site class more than twenty-one calendar days prior to the scheduled start date may be made without charge

Conference cancellation charges will be specified on the conference Web site or in the conference brochure for the event

Self-Paced Virtual Oasses and Web-Based Training Classes

You may not cancel once you submit an order for a Self-Paced Virtual Class or a Web-Based Training Class Once you submit the order you are responsible to pay the entire course price

Online Enrollment Before you submit your order review the machine requirements listed in the course description to ensure that your system meets the minimum requirements for this course After you submit the on-line order form you should receive a confirmation e-mail with communication about your ID and password and additional instructions to start the course You are billed for the course when you submit the order form

Once you receive your ID and Password you will be given a period of time to complete the course Please refer to the course description for specifics regarding your registered course ONCE YOU SUBMIT YOUR ORDER WE WILL NOT BE ABLE TO CANCEL THE ORDER

Patents and copyrights

Ifa third party claims that the education materials we provide to you infringe that partys patent or copyright we will defend you against that claim at our expense and pay all costs damages and attorneys fees that a court finally awards provided that you

1 promptly notify us in writing of the claim and 2 allow us to controL and cooperate with us in the defense and any related settlement negotiations

Ifsuch a claim is made or appears likely to be made you agree to permit us to enable you to continue to use the education materials or to modify or replace them Ifwe determine that none of these alternatives is reasonably available you agree to return the education materials to us on our written request We will then give you an appropriate credit for the returned materials

This is our entire ob1igation to you regarding any claim of infringement

We have no obligation regarding any claim based on your modification of education materials

27of33

Contract No ________

limitation of liability

Circumstances may arise where because of a default on our part or other liability you are entitled to recover damages from us In each such instance except for the payments referred to in our patent and copyright terms described above and damages for bodily injury (including death) and damage to real property and tangible personal property for which mM is legally Hable we are liable only for the charges for the class or education material that is the subject of the claim

This limit also applies to any ofour subcontractors It is the maximum for which we are collectively responsible

Items for which we are not liable Under no circumstances are we or our subcontractors liable for any of the following

] third-party claims against you for losses or damages (except as described above in the section entitled Patents and Copyrights and damages for bodily injury (including death) and damage to real property and tangible personal property for which mM is legally liable)

2 loss of or damage to your records or data or 3 special incidental or indirect damages or for any economic consequential damages (including lost

profits or savings) even ifwe are informed oftheir possibility

license

Any machine readable education materials that we provide to you will be subject to the terms and conditions ofa license agreement We will inform you of the applicable agreement

Warranty

THERE ARE NO EXPRESS WARRANTIES EXCEPT THOSE CONTAINED HEREIN OR IN ANY APPUCABLE UCENSE AGREEMENT THERE ARE NO IMPUED WARRANTIES INCLUDING BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE WE MAKE NO WARRANTY AS TO RESULTS TO BE ATTAINED BY ATTENDING OUR CLASSES OR USING OUR EDUCATION MATERIALS

Changes to this agreement

We may modifY these terms and conditions on written notice The modified terms and conditions will apply to your enrollment or order unless you cancel such enrollment or order prior to the effective date Otherwise for a change to be valid both of us must sign it Additional or different terms and conditions in any order or communication from you are void

General

bull You agree not to copy our copyrighted material without our prior written consent bull You agree not to use recording equipment in our classes without our prior written consent bull You agree not to use our trademarks trade names or other designations in any promotion or publication without our prior written consent bull You agree not to assign or otherwise transfer your rights under this Agreement without our prior

28of33

Contract No ________

written consent Any attempt to do so is void bull Neither of us is responsible for failure to fulfill any obligations due to causes beyond its control bull Neither ofus will bring a legal action (under this Agreement) more than two years after the cause of action arose bull Any terms of this Agreement which by their nature extend beyond its termination remain in effect until fulfilled and apply to respective successors and assignees

290f33

Contract No ________

EXHIBITB PAYMENT TERMS

1 The tenn ofthis Agreement is March 1 2012 through March 31 2013

2 Total payment under the tenns of this Agreement will not exceed the total amount of $14994000 This cost includes all taxes and all other charges

3 Invoices to County are due upon receipt of invoice and payable within thirty (30) days from receipt of invoice

The contractor will set up an mM Education Pack - online account for Alameda County Social Services Agency A total value offering of $1 7640000 to be placed immediately in the mM Education Pack - online account for a price of $14994000

4 Invoices will be approved by the Alameda County Social Services Agency Contract Liaison

5 Contractor shall submit invoice as required to

Alameda county Social Services Agency 2000 San Pablo Ave 4th floor

Oakland CA 94612 Attn Jerome Graham

300f33

C

EXHIBITC COUNTY OF ALAMEDA MINIMUM INSURANCE REQUIREMENTS

Wi1hout limiting MY other obligation or liabilily under this Agreement he Contractor at its sole rost and expense shall secure and keep in force he entire term of he as be he insuranre limits and endorsements

Commercial General Uability Premises Liability Products and Completed Operations Contractual

Personal and liabi B Commercial or Business Automobile Liability

All owned vehicles hired or leased vehicles non-owned borrowed and permissive uses Personal Automobile Liability is acceptable for individual contractors with no related activities Workers Compensation (WC) and Employers Uability (EL)

for all contractors with eml)Jovees

o Endorsements and Conditions

$1000000 per occurrence (CSl) Bodily Injury and Property Damage

$1000000 per occurrence (CSL) My Auto Bodily Injury and Property Damage

or disease

1 ADDmONAL INSURED All insurance required above with the exception of Personal Automobile LiabilityI Workers Compensation and Employers Liability shall be endorsed to name as additional insured County of Alameda its Board of SUpervisors the individual members thereof and all County officers agents employees and representatives

2 DURATION OF COVERAGE All required insurance shall be maintained during the entire term of the Agreement with the following exception Insurance policies and coverage(s) written on aclaims-made basis shall be maintained during the entire term of the Agreement and until 1year following expiration of the Agreemen~ as long as such coverage remains commercially available in the market place

3 REDUCTION OR UMIT OF OBLIGATION The insurance policies provided for in Aand Babove shall be primary and non contributory only with respect to liability arising out of this Agreement Pursuant to the provisions of this Agreement insurance effected or procured by the Contractor shall not reduce or limit Contractors contractual obligation to indemnify and defend the Indemnified Parties

4 INSURER ANANCIAL RAnNG Insurance shall be maintained through an insurer with aAM Best Rating of no less than AshyVlI or equivalen~ and shall be admitted to the State of California unless otherwise waived by Risk Management Acceptance of Contractors insurance by County shall not relieve or decrease the liability of Contractor hereunder My deductible or selfshyinsured retention amount or other similar obligation under the policies shall be the sole responsibility of the Contractor

S SUBCONTRACTORS Contractor shall include all subcontractors as an insured (covered party) under its policies or shall furnish separate certificates and endorsements for each subcontractor All coverages for subcontractors shall be subject to all of the requirements stated herein

6 JOINT VENTURES If Contractor is an association partnership or other joint business venture required insurance shall be provided by anyone of the following methods

- Separate insurance policies issued for each individual entity with each entity included as aNamed Insured (covered party) or at minimum named as an Additional Insured on the others policies Joint insurance program with the association partnership or other joint business venture included as a Named Insured

7 CANCELLATION OF INSURANCE Should any of the above described policies be cancelled before the expiration date thereof notice will be delivered in accordance with the policy provisions

8 CERTIACATE OF INSURANCE Before commencing operations under this Agreemen~ Contractor shall provide Certificate(s) of Insurance and applicable insurance endorsements in form and satisfactory to County evidencing that all required insurance coverage is in effect The County reserves the rights to require the Contractor to provide complete certified copies of all required insurance policies The require certificate(s) and endorsements must be sent to

- DepartmentAgency issuing the contract With acopy to the Contracts Office (2000 San Pablo Ave 4th floor Oakland CA 94612)

Certificate C-1 Form 2001-1

31of33

________________________________ _

Contract No ________

EXHIBITD

COUNTY OF ALAMEDA DEBARMENT AND SUSPENSION CERTIFICATION

(Applicable to all agreements funded in part or whole with federal funds and contracts over $25000)

The contractor under penalty of perjury certifies that except as noted below contractor its principals and any named and unnamed subcontractor

bull Is not currently under suspension debarment voluntary exclusion or

determination of ineligibility by any federal agency

bull Has not been suspended debarred voluntarily excluded or determined

ineligible by any federal agency within the past three years

bull Does not have a proposed debarment pending and

bull Has not been indicted convicted or had a civil judgment rendered against it by

a court of competent jurisdiction in any matter involving fraud or official

misconduct within the past three years

If there are any exceptions to this certification insert the exceptions in the following space

Exceptions will not necessarily result in denial of award but will be considered in determining contractor responsibility For any exception noted above indicate belOw to whom it applies initiating agency and dates of action

Notes Providing false information may result in criminal prosecution or administrative sanctions The above certification is part of the Standard Services Agreement Signing this Standard Services Agreement on the signature portion thereof shall also constitute signature of this Certification

CONTRACTOR __~~__L-

PRINCIPAL~~---ll-I-L-_o_--GlI_V__f___ TITLE~~)(UltJ~ltCJJ St(

SIGNATURE~-+-----=----____ DATEcl ~ (jJ~

32of33

Contract No _______

EXHmITE

COUNTY OF ALAMEDA CONTRACT COMPLIANCE REPORTING REQUIREMENTS

Upon receipt of signed contract documents prime contractor shall immediately enterassign subcontractors in the Syste~ confum payments received from the County within 5 business days in the Syste~ immediately enter payments made to subcontractors and ensure that subcontractors confirm they received payments within 5 business days in the System Subcontractors shall confirm their payments received from the prime contractor within 5 business days in the System

Alameda County Contract Compliance System training and ongoing support are provided at no charge to contractors and participating sub-contractors awarded a contract as a result of this bid process for this project Contractors having contracts with the County should schedule a representative from their officecompany along with each of their subcontractors to attend training The training schedule may be viewed online at httpwwwelationsyscomelatiollsysisupport lhtm or call Elation Systems at (510) 764shy1870 A special access code will be provided to contractors and subcontractors participating in this contract awarded to allow use of the System free of charge

It is the Contractors responsibility to ensure that they and their subcontractors are registered and trained as required to utilize the Alameda County Contract Compliance System Training sessions are approximately one hour and will be held periodically in a number of locations throughout Alameda COWlty

330f33

DATE MDDIYYYYCERTIFICATE OF LIABILITY INSURANCE 211012012

THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMA11ON ONLY AND CONFERS NO RIGHTS UPON TtE CERTFICATE HOLDER THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND EXTEND OR AtTER THE COVERAGE AFFORDED BY THE POUCIES BELOW THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BElWEEN THE ISSUING INSURER(S) AUTHORIZED REPRESENTATIVE OR PRODUCER AND TtE CERTIFICATE HOLDER

IMPORTANT If the certificate holder is an ADDmONAL INSURED the policy(ies) must be endorsed If SUBROGATION IS WAIVED subject to the terms and conditions ofthe policy certain policies may require an endorsement A statement on this certificate does not confer rights to the certificate holder in lieu of such enciorseme s

PROOUCER

Aon Risk Services Northeast Inc 199 Water Street New York NY 10038 Phone 8662667475 Fax 8664677847 AFFORDING COVERAGE HAIC INSURED COMPANY A ACE American Insurance Company

lnIemationaI Business -4achines Corp amp My Other Subsidiary Corp Owned 01 ConIrDlled by the Insured 1 New Orohan Road Armonk NY 10504 United Slates

INSUR

COVERAGES CERllFICATE NUMBER154795 REVISION NUMBER THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED NOTWITHSTANDING ANY REQUIREMENT TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO VllHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS EXCLUSIONS AND CONDITIONS OF SUCH POLICIES LlMrTS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS

INSR (fiUCf EFF POUCfEXPLTR TYPE OF INSURANCE POLICY NUMBER til UMITS

A GENERAL UABIUTY HDOG25529236 5212011 1512112012 EACH OCCURRENCE $1OQMQQ--shy~~ X COMMERCIAl GENERAl LIABILITY PREMISE$Ea ~~ncel 11000 000 = CLAIUS-MAOE [KJ OCCUR UED EXP (Anyone person) S2500000

- I PERSONAl amp ArN INJURY $1000000-

-- ~GENERAL AGGREGotTE $1000000

~L AGGREr9L1MIT ArPER i PROOUCTS-COMP~AGG $1000000

POLICY ~ LOG I i A AUlOIIOBILE UABlUlY ISAH08635948 51212011 51212012 COMBINED SINGLE LIMIT

51000000---shy (Eaarridentll2t ANY AUTO BOOIL Y INJURY (Per personl ALL OWNEO AUTOS f-shy

- ~LY INJURY (Peracddenl) SCHEDULED AUTOS PROPERTY DAMAGE-

- HIREOAUTOS i(Per_) r-middotmiddotmiddotmiddotmiddot

--shy ~AUTOS

I I UlIBRElILA UAB

I

Irl OCCUR i EACH OCCURRENCE

~

EXCESSUAS ~~ CLAIMS-MAOE AGGREGATE

- DEDUCTIBlE

IRETEImON $ WORIltERS COIIPENSA11ON i I~~Ullis I IdegJrANDEMPLOYERSUABUTY YIN shy

ANY PROPRIETORiPARTNERIEXECUTlVE D NIA

I

EL EACH ACCIDENT OFFlCERMEIBIR EXaUOED

I EL DISEASE - EA EMPLOYEE m(MIndaIoIy In NHI

~~~~~TIONSbel i EL OISEASEmiddot POLICY LIMIT

i i I I DESCRIP110N OF OPERATION$ LOCATION$I YEHlCLES Aflach ACORD 101 AcldiUoMlRemrb $chedm is ngtqulroocl)

Please see page 2 for any additional language

CERllFICATE HOLDER CANCELLAllON

Alameda County Department of Social Services 2000 San Pablo Ave Oakland CA 94612 United States

SHOULD ANY OF 1ME ABOVE DESCRIBED POLICIES BE CANCE1lED BEFORE lHE EXPlRA110N DATE lHEREOF NOnce WILL BE DElNERED IN ACCORDANCe WFTH lHE POLICY PROVISIONS

I

AUTHORIZED REPRESENTAlIYE

AuIhcfized ReJgtresenlatve ~_yen~ ~~~~~bullw __ J_ PIaI Risk SenIkes NonheasI Inc

ISgt 1988-2009 ACORD CORPORATION AI righIs reserved

ACORD 25 (2009101 The ACORD name and logo are registered marks ofACORD Page 1 of2

ADDITIONAL REMARKS SCHEDULE AGENCY

Aon Risk Services Northeast Inc 199 Water Street New York NY 10038 Phone 8662667475 Fax 8664677847

NAIlED INSURED IntemaUonal Business Machines CoIp amp Ally Other SubsidiaIy CoIp Owned Of Contro8ed by lIle Insured 1 New Ordlard Road Armonk NY 10504 United Slates

EFFECTIVE DATE

ADDITIONAL REMARKS

THIS ADDITIONAL REMARKS FORM IS A SCHEDULE TO ACORD FORM

FORM NUMBER 25 FORM TITLE CERTIFICATE OF LIABILITY INSURANCE

[Alameda County Department of SOcial Services County of Alameda its Board of SUpervisors the individual members hereof and all County officers agents employees and representatives are hereby named as additional insureds on

General Liability policies but only to the extent that their interest may appear

Additional Language The insurance coverage provided for herein shall be primary and non contributory only wi1h respect to liabHity arising out of this Agreement with respect to liabHity arising out of IBMs negligence and as respects this contract only

Project IBM Education Pack Services

If there is a question regarding this certificate please contact Edward DiNardo (Email dinardoeusibmcom Phone 916-567-2922)

~ operations incidental to the conduct of insureds business in the United States of America

ACORD 101 (2008101) 2008 ACORD CORPORA nON All rights reserved The ACORD name and logo are registered marks of ACORD

Page 20f2

tC~RiJ CERTIFICATE OF LIABILITY INSURANCE I DlTE 1I1IfDOIYYYY)

21102012

THIS CERnFICATE IS ISSUED AS A MATTER OF INFORMA nON ONLY AND CONFERS NO RIGHTS UPON TIE CERTIFICATE HOLDER THIS CERnFICATE DOES NOT AFFlRMAnvaY OR NEGAnVELY AMEND EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POUCIES BELOW THIS CERnFICATE OF INSURANCE DOES NOT CONSTITUlE A CONTRACT BETWEEN THE ISSUING INSURER(S) AUTHORIZED REPRESENTAnVE OR PRODUCER AND TIE CERTIFICATE HOLDER

IMPORTANT Iftlle certifieate holder is an ADDITIONAL INSURED the policy(ies) must be endorsed If SUBROGAnON IS WAIVED subject to the terms and conditions of the policy certain policies may require an endorsement A statement on this certifICate does not confer rights to the certificate holder in lieu of such endorsement(s)

PRODUCER =~NT Aon Risk Services Northeast Inc 1pound Ir~No)199 Water Street New York NY 10038 Phone 8662667475 Fax 8664677847 INSURER(S) AFFORDING COIlERAGE HAIC

INSURED COMPNff A liberty Insurance Corporal

International Business Madlines CoqJ COMNoIY B liberty MulJaIII1SUrIIIIlt8 CcrIyengtany 1 New Ord1ard Road COMNoIY Co National Union Fino ance Company d 1IIIsbtJrgh PA Amlonk NY 10504 United Stales

COVERAGES CERT1FICATE NUMBER154796 REVISION NUMBER- THIS IS TO CERTIFY THAT THE POlICIES OF INSURANCE LISTED BEleW HAVE BEEN ISSueD TO THE INSUREO NAMED ABOVE FOR THE POlICY PERIOD INDICATED NOTWITHSTANDING ANY REQUIREMENT TERM OR CONDITION OF ANY COOTRACT OR OTHER DOCUMENT 1MTH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN THE INSURANCE AFFORDEO BY THE POLICIES DESCRIBEO HEREIN IS SUBJECT TO ALL THE TERMS EXCLUSIONS AND CONDITIONS OF SUCH POliCIES LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID ClAIMS

11tf TYPE OF INSURANCE IIHSR IWVD POLICY NIMIIER ~1fgtUCYEXP UIlITS

GENERAl UAaUlY I EACH OCCURRENCE

COMMERCIAL GENERAl LiABlLI1Y ~~~e~~nce) CLAIMS-MADE D OCCUR MED EXP (Anyone fgten)

PERSONAl amp AlN INJURY

GENERAl AGGREGATE

ESPER ~CT5 - calpop AGG

nLOC AIlOIIOIlILE UAaUlY COMBINED SINGLE LIMIT - (Ea 8Cdde1t)

ANY AUTO BOOI L Y INJURY (Per fgte11lOt)-shy

ALL OWNED AUTOS BODILY INJURY (Per accident)-

- SCHEDULED AUTOS PROPERTY DAMAGE

HIRED AUTOS (Per accident) -

NON-OWNED AUTOS - ~

UIIBRELlA UAB HOCCUR

EACH OCCURRENCE-EXCESSUAB CLAIMS-MADE AGGREGATE

---- DEDUCTIBLE

A WORKERS COIIPENSAllON WA7-6I)()0415ef4Z AOSPRNYlshy 11112012 1III2OIa X I T~~JWs I IO~A AND EMPLOYERS UAaUlY WA7-62D-laquol41SHi12 IYil 11112012 11112013 A YIM WC1~I-ltIOU5amp-I52 (OR WI) 11112012 11112013 $100000A ANY PROIRIETORIPARTNERlEXECUTIVE ~

MIA ~1_ExaNOHl 11112012 11112013 EL EACH ACCIDENT OFACERIMEI4BER EXClUDEDI (Mandatory In NKI

BH2HIC14158-1M2(V1) 11112012 11112013 EL DISEASE- EA EMPLOYEE $1ooampQQc 83-118922 a-) 11112012 IttrlO13

bull ~~~OPERATIONSIlet_ EL DISEASE POliCY LIMIT $100000

bull

DESCRIPllON OF OPERATIONS I LOCAnONS I VEHICLES (Attech ACORD 101 MdIlloMI Renlarlc8lchedule r mono fMICI Is required)

bullbull Includes EL coverage for monopolistic states NO PR WA WY

Please see page 2 for any additional language

CERT1FICATE HOLDER CANCELLATlON

Alameda County Department of Social Services 2000 San Pablo Ave Oakland CA 94612 United States

SHOULD Atlaquo OF THE ABOVE DESCRI8ED POUCIES BE CANCELLED BEFORE THE EXPIRATION DATE 1lIEREOF NOTICE WILL BE DELIVERED IN ACCORDANCE WrrH THE POLICY PROVISIONS

I

AUTHOIIZED REPRESEHTA1IYE

IIiutJori2od ~ smiddot~ _~4-~(~--w ___ --~~ -~kin Risk SeNices Nor1heast Inc

copy 1881-2009 ACORD CORPORA TlON An nghts reserved ACORD 26 (2009109) The ACORD name and logo are registered marks ofACORD

Page 1 of 2

ADDITIONAL REMARKS SCHEDULE AGENCY

ADo Risk Services Northeast Inc 199 Water Street New York NY 10038 Phone 8662667475 Fax 8664677847

NAIlED INSURED International Business Machines Corp 1 New Onhani Road Armonk NY 10504 United states

EFFECTIVE MTE

ADDmONAL REMARKS

THIS ADDITIONAL REMARKS FORM IS A SCHEDULE TO ACORD FORM

FORM NUMBER 25 FORM 11TLE CERTIFICATE OF LIABILITY INSURANCE

Project IBM Education Pack Services

Ifthere is a question regarding this certificate please contact Edward DiNardo (Email dinardoeusibmcom Phone 916-567-2922)

All operations incidental to the conduct of insureds business in the United States of America

ACORD 101 (2008101) C 2008 ACORD CORPORATION All rights reserved The ACORD name and logo are registered mal1ls of ACORD

Page 20f2

AKl K NAKAO Director

G~-r)ipDecember 5 2011

DEC 08 lOl1 TO Caroline Judy Assistant Direltltor GSA

RECE~vED FROM Tudor S Mosu Procurement Specialist n

SUBJECf Finding ofNon-Competition bull Sote Source 2084 Purchase from International Business Machines Corp Sacramento CA

This is to document my finding that competitive bidding is not possible for the purchase ofall IBM Education Pack in tho amount oUI 4994000 for the Social Services Agency (SSA) Infonnation Systems Department and therefore the Departmental Justification to Request a Waiver ofCounty Competitive Bidding Requirement copy attached is approved

In accordance with the County Administrative Code Section 412010 entitled UPurchases to be by Competitive Quotation all purchases of and contracts for materials supplies services fwnishings equipment livestock and other personal property shall be based wherever possible on competitive quotations

I have reviewed and researched the product and marketplace Based on my research ofthe departmental justifi~tion and internet I have detennined the requested product and supplier cannot be substituted and satisfy the Countys requirements International Business Machines Corp (IBM) is the only vendor capable to provide an online account to be used for IBM private courses at SSA on WM business intelligence data warehouse reporting classes IBM will add the SSA content customized to the training environment using Cognos Framework Manager and will provide a suite oftraining public and private courses technical conferences and selfmiddotpaced virtual classes This sole source request was posted on the County website for ten (10) business days and no other proposal was received Therefore competitive quotations are not possible and the request is recommended for your approval

The Social Services Agency is to obtain Board approval for services that exceed $25000 requesting authorization from the President of the Board to sign the contract or approve the purchase The Auditor-Controller issues Board signed contracts and Board approved purchase orders and purchase order changes withwithout signed contracts

te IIktt II Peill-o ValenciaDeputy Direct6rlDate

GSA Office ofAcquisition Policy

SLEB Compliant ______

Date~~~~_________ Director GSA

Attachment(s)

1401 LAKISIDE DRIVU SUITL 907 OAKLND CALIFORNIA 94612 PHmr 5102989600 [AX 5[02089626 wwwlt5(itnc~ovorg

GSA Sole Source Procurements - Alameda County Page lof2o Ala~~da co~ntys Offl~lal ~ebslte Skip County Banner 0 SHARE rJf l

~ go WoOFg i QUick links Citizens Business Seerch aegov IGO I Government Emergencies

GSA Home

Home

Introduction

AwardedClosed Contracts

Current Contracting Opportunltles

Arch 8 Engineering Construction

Sole Source Procurements

Goods 8 Services The contracts described below have been determined to comply with the County Sole Source Policy in ~flesrlonal Services that only a single source is available andor valid sole source exceptions to the competitive process

I-===----f exisl Upcoming ContractIng Opportunities

Arch amp Englnoaring Construction Goods amp Services ProfessIonal ServlceQ

Sole Source Procurements

Highland Project Contracts

AwardedClosedContracts CUlTent Contracting Opportunltles Upcoml Contracting

Contacts Teams

Vendor Info Vendor Guide Vendor Application (Online) Vendor Application

Public Works (PWA) Contracting Opportunities

CDA Construction Contracting Opportunities

StopWasteOrg

Advance NotIce of SoJe Source purchases are posted on-line for a minimum of five (Ii) business days prior to a contract being awarded For any additlonallnformatlon regarding contracts posted on thIs website please contact the appropriate parson listed below Thank you for your interest

Source Contract DescrIption

f1Ef1l Online Training Courses

f1I3JI Repair and Test fIre fighting ProtectiVe Clothing

Electro Shock Guns Cartridges BaHerlee amp Accessories

Estimate Award Date

120212011

11302011

111172011

Contact Person

Tudor S Mosu (510) 208-9614

Tudor S Mosu (510) 208-9614

Tudor S Mosu (510) 208-9614

mhtmIfilelICUserstmosuAppDataLocalMicrosoftWindowsTemporary Internet FilesContentOutlook1OYF6YPOGSA S 1210612011

Alameda County Auclttor-Controller Agencv Office of Contract Compliance OCC

FEDERAL GRANT FUNDS SMALL LOCAL EMERGING BUSINESS (SUI) WAIVER REQUEST

REQUIREDTOSOUCIT BlOSPROPOSALSAND AWARt)AMENO CONTRACTS THAT INCUJDe FtoERAl GRANT FUNDS THAT fROHI51l GIOORAPHICAl PREFERENCE)

mSfCDOfltcompr middot6 bbw and submit fhts form wlfh supporifng doclfrnentaion pecificolty stoHng that geographle preferences om bonnad fer the requetfed procurement to Tcmtnee TRlong Auditor Controller ace a QC 20111 or vIa email tot1Wlmf1lmn9_~99Uponapprovala fampdeKal Fundt WaNer number wm be I$SitEtd This numbM Is a mandatOf) field rGqooed tQ enter Q Procurement CollirUct In ALCOUMt ace wlJi mft-m upprovaill and denkds to tile Requesfing Depmtmem listed belew It IIIIftoI WQJvCW Is to $Cliett bids resubmlt c IOPY of the originally signed form Q nsed to tIWOrdlarYileM eo~ttI~ rlllquired addltlOlQllnfOOYlofl~l (3JiC bllliowl

1 Requasiing Department Ncme~_~~~9______ _~__________

A Contact First and Lost Nome~a~y Chen ___ _____ QiC 20203 __

8 Email Address~~~aOQCVmiddotorg ___ Phone Number ~~~~~ ____ 2 Procu~ement Oescriptlcm To p~asl an IB~~~tl0f~Jntonlln~ account) th~~lIIJr~~~

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3 1~~l9n~ checK aP2rgl~~~QY to fndrcqjg reason forYfaiver re9Y~______---

A 0 SoBd Bids with County Counsel approved modifled SlEB provlslons ___1___L__ ~

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IB II Award Contract wih COllnty COlJnSel OPPlOV(~ modifiampi SlES provIsions J IlL3 I W4livElf hquaat Delfs I

l ControctorNameCitYIM~IaClesett --~------------- iI Total Contract ValtJe $1499~O~ 5 3 fs i

L 3 fpoundlltroct S~ Date ~LJ~)2 U- COltmct End Dote=--zbJ~_IT1- - ~----- --~ -------- C 0 Contract Amendment --1_~J_ Also complete R 11 B2) and B 3) above WaWQr Req~Date

Dnme expiration Dote __~J1_ bull OMoo6Y Increase Amount $___~__~ ----~----~-- shy4 g Check here to in(iicate thai the FedefQ~ regulation Is ofialChed and speciflcally prohibits

geographical preferencs$ rrown he proc)r~met1 described above

Federal Re~Jutotlon NameNumber H~ltht~ S~~~L2~45ER~_~__~_

5 pound1 Che~~k here to lndicats that the Fedarar grant fundi are sub granted or PQssed through the State to the Couniy where State laws prohibit geogroph1cai preferences from the proctffemenf described obove and sub granf documerlts are aHached

State Regulation NomeNum r---=__

6 ---~~~~~~~gt-r--4-----n7io-y----shy r OClte

EPLS Search Results Page 1 of 1

Excluded Parties List System EPLS

Search Results Excluded By Firm Entity or Vessel International Business Machines Corporation

as of 14-Feb-2012 229 PM EST

Your search returned no results

httpsllwwweplsgoveplssearchdo full_name= Intemational+Business+Machines+Corpo 2142012

Contract No _______

In Contractors contracts with other Contractors Contractor shall expressly obligate its Sub-Contractors to grant the County the aforesaid assignment and license rights as to that Contractors Documents and Materials Contractor agrees to defend indemnifY and hold the County hannless from any damage caused by a failure of the Contractor to obtain such rights from its Contractors andor SubshyContractors

Contractor shall pay all royalties and license fees which may be due for any patented or copyrighted materials methods or systems selected by the Contractor and incorporated into the work as set forth in Exhibit bullbullA and shall defend indemnifY and hold the County hannless from any claims for infringement of patent or copyright arising out of such selection The Countys rights under this Paragraph II shall not extend to any computer software used to create such Documents and Materials

12 CONFLICT OF INTEREST CONFIDENTIALITY The Contractor covenants that it presently has no interest and shall not have any interest direct or indirect which would conflict in any manner with the performance of services required under this Agreement Without limitation Contractor represents to and agrees with the County that Contractor has no present and will have no future conflict of interest between providing the County services hereunder and any other person or entity (including but not limited to any federal or state wildlife environmental or regulatory agency) which has any interest adverse or potentially adverse to the County as determined in the reasonable judgment of the Board of Supervisors of the County

The Contractor agrees that any information whether proprietary or not made known to or discovered by it during the performance ofor in connection with this Agreement for the County will be kept confidential and not be disclosed to any other person The Contractor agrees to immediately notifY the County by notices provided in accordance with Paragraph 13 of this Agreement if it is requested to disclose any information made known to or discovered by it during the perfOlmance of or in connection with this Agreement These conflict of interest and future service provisions and limitations shall remain fully effective five (5) years after termination of services to the County hereunder

13 NOTICES Alll1otices requests demands or other communications under this Agreement shall be in writing Notices shall be given for all purposes as follows

Personal delivery When personally delivered to the recipient notices are effective on delivery

First Class Mail When mailed first class to the last address of the recipient known to the party giving notice notice is effective three (3) mail delivery days

9 of 33

Contract No _______

after deposit in a United States Postal Service office or mailbox Certified Mail When mailed certified mail return receipt requested notice is effective on receipt if delivery is confirmed by a retun receipt

Overnight Delivery When delivered by overnight delivery (Federal ExpressAirbomelUnited Parcel ServicelDHL WorldWide Express) with charges prepaid or charged to the senders account notice is effective on delivery if delivery is colrlinned by the delivery service Telex or facsimile transmission When sent by telex or facsimile to the last telex or facsimile number of the recipient known to the party giving notice notice is effective on receipt provided that (a) a duplicate copy ofthe notice is promptly given by first-class or certified mail or by overnight delivery or (b) the receiving party delivers a written confirmation of receipt Any notice given by telex or facsimile shall be deemed received on the next business day if it is received after 500 pm (recipients time) or on a non-business day

Addresses for purpose of giving notice are as follows

To County COUNTY OF ALAMEDA Alameda County Social Services Agency 2000 San Pablo Ave 4th floor Oakland CA 94612 Attn Don Edwards (Assistant Agency Director)

To Contractor hlternational Business Machines (IBM) 256 Bomlie Sue Drive Villa Rica GA 30180 Attn Philip Davis (Education Account Executive Business Analytics)

Any correctly addressed notice that is refused wIclaimed or undeliverable because of an act or omission of the party to be notified shall be deemed effective as of the first date that said notice was refused unclaimed or deemed undeliverable by the postal authorities messenger or overnight delivery service

Any party may change its address or telex or facsimile number by giving the other party notice of the change in any manner permitted by this Agreement

14 USE OF COUNTY PROPERTY Contractor shall not use COWIty property (including equipment instruments and supplies) or persollnel for any purpose other than in the performance ofhislher obligations WIder this Agreement

15 EQUAL EMPLOYMENT OPPORTUNITY PRACTICES PROVISIONS Contractor assures that helshelit will comply with Title VII of the Civil Rights Act

100f33

Contract No _______

of 1964 and that no person shaJL on the grounds ofrace creed color disability sex sexual orientation national origin age religion Vietnam era Veterans status political affiliation or any other non-merit factor be excluded from participation in be denied the benefits of or be otherwise subjected to discrimination wlder this Agreement

a Contractor shall in all solicitations or advertisements for applicants for employment placed as a result of this Agreement state that it is an Equal Opportunity Employer or that all qualified applicants will receive consideration for employment without regard to their race creed color disability sex sexual orientation national origin age religion Vietnam era Veterans status political affiliation or any other non-merit factor

b Contractor shall if requested to so do by the County certify that it has not in the performance of this Agreement discriminated against applicants or employees because of their race creed color disability sex sexual orientation national origin age religion Vietnam era Veterans status political affHiation or any other non-merit factor

c If requested to do so by the COWlty Contractor shall provide the COWlty with access to copies of all of its records pertaining or relating to its employment practices except to the extent such records or portions of such records are confidential or privileged wlder state or federal law

d Contractor shall recruit vigorously and encourage minority - and womenshyowned businesses to bid its subcontracts

e Nothing contained in this Agreement shall be construed in any manner so as to require or permit allY act which is prohibited by law

f The Contractor shall include the provisions set forth ill paragraphs A through E (above) in each of its subcontracts

16 DRUG-FREE WORKPLACE Contractor and Contractors employees shall comply with the Countys policy ofmaintaining a drug-free workplace Neither Contractor nor Contractors employees shall unlawfully manufacture distribute dispense possess or use controlled substances as defined in 21 US Code sect 812 including but not limited to marijuana heroin cocaine and amphetamines at any County facility or work site If Contractor or any employee of Contractor is convicted or pleads nolo contendere to a criminal drug statute violation occurring at a COWlty facility or work site the Contractor within five days thereafter shall notifY the head of the County departmentagency for which the contract services are performed Violation of this provision shall constitute a material breach of this Agreement

11 of 33

Contract No _______

17 AUDITS ACCESS TO RECORDS The Contractor shall make available to the County its authorized agents officers or employees for examination any and all ledgers books of accounts invoices vouchers cancelled checks and other records or documents evidencing or relating to the expenditures and disbursements charged to the County and shall furnish to the County its authorized agents officers or employees such other evidence or information as the County may require with regard to any such expenditure or disbursement charged by the Contractor

The Contractor shall maintain full and adequate records in accordance with County requirements to show the actual costs incurred by the Contractor in the performance of this Agreement If such books and records are not kept and maintained by Contractor within the Cotmty ofAlameda California Contractor shall upon request of the County make such books and records available to the County for inspection at a location within County or Contractor shall pay to the County the reasonable and necessary costs incurred by the County in inspecting Contractors books and records including but not limited to travel lodging and subsistence costs Contractor shall provide such assistance as may be reasonably required in the course of such inspection The County further reserves the right to examine and reexamine said books records and data during the three (3) year period following termination of this Agreement or completion of all work herewlder as evidenced in writing by the County and the Contractor shall in no event dispose of destroy alter or mutilate said books records accounts and data in any manner whatsoever for three (3) years after the County makes the fmal or last payment or within three (3) years after any pending issues between the County and Contractor with respect to this Agreement are closed whichever is later

18 DOCUMENTS AND MATERIALS Contractor shall maintain and make available to County for its inspection and use during the term of this Agreement all Documents and Materials as defmed in Paragraph 11 of this Agreement Contractors obligations WIder the preceding sentence shall continue for three (3) years following termination or expiration of this Agreement or the completion of all work hereunder (as evidenced in writing by County) and Contractor shall in no event dispose of destroy alter or mutilate said Documents and Materials for three (3) years following the Countys last payment to Contractor under this Agreement

19 TIME OF ESSENCE Time is of the essence in respect to all provisions of this Agreement that specify a time for performance provided however that the foregoing shall not be construed to limit or deprive a party ofthe benefits of any grace or use period allowed in this Agreement

20 TERMINATION The County has and reserves the right to suspend terminate or abandon the execution of any work by the Contractor without cause at any time upon giving to the Contractor prior written notice In the event that the County

120f33

Contract No _______

should abandol terminate or suspend the Contractors work the Contractor shall be entitled to payment for services provided hereunder prior to the effective date of said suspensiol termination or abandonment Said payment shall be computed in accordance with Exhibit B hereto provided that the maximum amount payable to Contractor for its ffiM Education Pack Services shall not exceed $14994000 payment for services provided hereunder prior to the effective date of said suspensiol termination or abandonment

21 SMALL LOCAL AND EMERGING BUSINESS (SLEB) PARTICIPATION

Contractor has been approved by County to participate in contract without SLEB participation (Waiver F308A attached) As a result there is no requirement to subcontract with another business in order to satisfy the Countys Small and Emerging Locally owned Business provision

However if circumstances or the terms of the contract should change Contractor may be required to immediately comply with the Countys Small and Emerging Local Business provisions including but not limited to

a Contractor must be a certified small or emerging local business( es) or subcontract a minimum 20 with a certified small or emerging local business(es)

b SLEB subcontractor(s) is independently owned and operated (ie is not owned or operated in any way by Prime) nor do any employees of either entity work for the other

c Small andor Emerging Local Business participation and current SLEB certification status must be maintained for the term of the contract Contractor shall ensure that their own certification status andor that of participating subcontractors (as is applicable) are maintained in compliance with the SLEB Program

d Contractor shall not substitute or add any small andor emerging local business( s) listed in this agreement without prior written approval from the County Said requests to substitute or add a small andor emerging local business shall be submitted in writing to the County department contract representative identified under Item 13 above Contractor will not be able to substitute the subcontractor without prior written approval from the Alameda County Auditor Controller Agency Office of Contract Compliance (OCC)

e All SLEB participatiol except for SLEB prime contractor must be tracked and monitored utilizing the Elation compliance System

13 of 33

Contract No _______

COWIty will be WIder no obligation to pay contractor for the percent committed to a SLEB (whether SLEB is a prime or subcontractor) if the work is not performed by the listed small andor emerging local business

For further information regarding the Small Local Emerging Business participation requirements and utilization of the Alameda COWlty Contract Compliance System contact the COWIty Auditor- Controllers Office ofContract Compliance (OCC) located at 1221 Oak St Rm 249 Oakland CA 94612 at Tel (510) 891-5500 Fax (510) 272-6502 or via E-mail at ACSLEBcomplianceacgovorg

c

22 FIRST SOURCE PROGRAM For contracts over $100000 Contractor shall provide COWIty ten (10) working days to refer to Contractor potential candidates to be considered by Contractor to fill any new or vacant positions that are necessary to fulfill their contractual obligations to the COWIty that Contractor has available during the contract term before advertising to the general public

23 CHOICE OF LAW This Agreement shall be governed by the laws of the State of California

24 WAIVER No waiver of a breach failure of any condition or any right or remedy contained in or granted by the provisions of this Agreement shall be effective wuess it is in writing and signed by the party waiving the breach failure right or remedy No waiver of any breach failure right or remedy shall be deemed a waiver of any other breach failure right or remedy whether or not similar nor shall any waiver constitute a continuing waiver unless the writing so specifies

25 ENTIRE AGREEMENT This Agreement including all attachments exhibits and any other documents specifically incorporated into this Agreement shall constitute the entire agreement between COWIty and Contractor relating to the subject matter of this Agreement As used herein Agreement refers to and includes any documents incorporated herein by reference and any exhibits or attachments This Agreement supersedes and merges all previous WIderstandings and all other agreements written or oral between the parties and sets forth the entire WIderstanding of the parties regarding the subject matter thereof The Agreement may not be modified except by a written document signed by both parties

26 HEADINGS herein are for convenience of reference Oluy and shall in no way affect interpretation of the Agreement

140f33

Contract No _______

27 ADVERTISING OR PUBLICITY Contractor shall not use the name OfCOWIty its officers directors employees or agents in advertising or publicity releases or otherwise without securing the prior written consent of COWIty in each instance

28 MODIFICATION OF AGREEMENT This Agreement may be supplemented amended or modified only by the mutual agreement of the parties No supplement amendment or modification of this Agreement shall be binding wuess it is in writing and signed by authorized representatives of both parties

29 ASSURANCE OF PERFORMANCE If at any time County believes Contractor may not be adequately performing its obligations under this Agreement or that Contractor may fail to complete the Services as required by this Agreement COWIty may request from Contractor prompt written assurances of performance and a written plan acceptable to County to correct the observed deficiencies in Contractors performance Contractor shall provide such written assurances and written plan within ten (10) calendar days of its receipt of Countys request and shall thereafter diligently commence and fully perform such written plan Contractor acknowledges and agrees that any failure to provide such written assurances and written plan within the required time is a material breach under this Agreement

30 SUBCONTRACTINGASSIGNMENT Contractor shall not subcontract assign or delegate any portion of this Agreement or any duties or obligations hereunder without the Countys prior written approval

a Neither party shall on the basis ofthis Agreement contract on behalf ofor in the name of the other party Any agreement that violates this Section shall confer no rights on any party and shall be null and void

b Contractor shall use the subcontractors identified in Exhibit A and shall not substitute subcontractors without Countys prior written approval

c Contractor shall remain fully responsible for compliance by its subcontractors with all the terms ofthis Agreement regardless of the terms of any agreement between Contractor and its subcontractors

31 SURVIVAL The obligations of this Agreement which by their nature would continue beyond the termination on expiration of the Agreement including without limitation the obligations regarding Indemnification (Paragraph 2) Ownership of Documents (Paragraph 11) and Conflict of Interest (Paragraph 12) shall survive termination or expiration

32 SEVERABILITY If a court of competent jurisdiction holds any provision of this Agreement to be illegal unenforceable or invalid in whole or in part for any

150f33

Contract No _______

reason the validity and enforceability of the remaining provisions or portions of them will not be affecteltL unless an essential purpose ofthis Agreement would be defeated by the loss ofthe illegal mlenforceable or invalid provision

33 PATENT AND COPYRIGHT INDEMNITY Contractor represents that it knows ofno allegations claims or threatened claims that the materials services hardware or software (Contractor Products) provided to ComIty under this Agreement infringe any patent copyright or other proprietary right Contractor shall defenltL indemnify and hold harmless ComIty of from and against all losses claims damages liabilities costs expenses and amounts (collectively Losses) arising out of or in connection with an assertion that any Contractor Products or the use thereof infringe any patent copyright or other proprietary right of any third party ComIty will ( 1) notify Contractor promptly of such claim suit or assertion (2) permit Contractor to defend compromise or settle the claim anltL (3) provide on a reasonable basis information to enable Contractor to do so Contractor shall not agree without Countys prior written consent to any settlement which would require County to pay money or perform some affirmative act in order to continue using the Contractor Products

a If Contractor is obligated to defend County pursuant to this Section 33 and fails to do so after reasonable notice from County County may defend itself andor settle such proceeding and Contractor shall pay to ComIty any and all losses damages and expenses (including attorneys fees and costs) incurred in relationship with ComItys defense andor settlement of such proceeding

b hI the case of any such claim of infringement Contractor shall either at its option (1) procure for ComIty the right to continue using the Contractor Products or (2) replace or modify the Contractor Products so that that they become non-infringing but equivalent in functionality and performance

c Notwithstanding this Section 33 ComIty retains the right and ability to defend itself at its own expense against any claims that Contractor Products infringe any patent copyright or other intellectual property right

34 OTHER AGENCIES Other tax supported agencies within the State of California who have not contracted for their own requirements may desire to participate in this contract The Contractor is requested to service these agencies and will be given the opportunity to accept or reject the additional requirements If the Contractor elects to supply other agencies orders will be placed directly by the agency and payments made directly by the agency

35 EXTENSION This agreement may be extended for two additional one year terms by mutual agreement of the ComIty and the Contractor

160f33

Contract No _______

36 SIGNATORY By signing this agreement signatory warrants and represents that heshe executed this Agreement ill hislher authorized capacity and that by hislher signature on this Agreement heshe or the entity upon behalf of which heshe acted executed this Agreement

[END OF GENERAL TERMS AND CONDITIONS]

170f33

--------Contract No

ADDITIONAL PROVISIONS

1 Exhibit E COUNTY OF ALAMEDA CONTRACT COMPLIANCE REPORTING REQUIREMENTS - Not applicable Federal Grant Funds SLEB Waiver approved F308A (attached) Waiver of county competitive bidding requirement approved by GSA (Attached copy of the GSA memo dated on 125111)

2 The IBM Education Pack -online account Program is subject to the terms and conditions of the IBM Agreement for Courses and Education Materials which can be found by accessing the IBM Web site via ibmcomltraininglustermshtmL

3 US County Government Alameda County Social Services Agency Only For US County Government Alameda County Social Services Agency ordering from the IBM GSA IT Schedule Contract Number GS-35F-4984H The terms and conditions of the GSA IT Schedule Contract apply and may be viewed at wwwibmcomleasyaccessgsa

For US County Government Alameda County Social Services Agency placing orders other than via the GSA IT Schedule Contract Terms and conditions equivalent to those contained in IBMs current GSA IT Schedule Contract apply Terms of IBMs current GSA IT Schedule Contract prevail in the event of a conflict with the commercial terms

The following General Terms and Agreement shan be modified as follows

4 Section 1 is amended and restated in its entirety as follows

INDEPENDENT CONTRACTOR No relationship of employer and employee is created by this Agreement it being understood and agreed that Contractor is an independent contractor Contractor is not the agent or employee of the County in any capacity whatsoever and County shall not be liable for any acts or omissions by Contractor nor for any obligations or ~iabilities incurred by Contractor

Contractor shall have no claim under this Agreement or otherwise for seniority vacation time vacation pay sick leave personal time off overtime health insurance medical care hospital care retirement benefits social security disability Workers Compensation or unemployment insurance benefits civil service protection or employee benefits of any kind

Contractor shall be solely liable for and obligated to pay directly all applicable payroll taxes (including federal and state income taxes) or contributions for unemployment insurance or old age pensions or annuities which are imposed by any governmental entity in connection with the labor used or which are measured by wages salaries or other remuneration paid to its officers agents or employees

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180f33

--------Contract No

In carrying out the work contemplated herein Contractor shall comply with all applicable federal and state workers compensation and liability laws and regulations with respect to the officers agents andor employees conducting and participating in the work and agrees that such officers agents andor employees will be considered as independent contractors and shall not be treated or considered in any way as officers agents andor employees of County

Contractor does by this Agreement agree to perfonn hislher said work and functions at all times in accordance with currently approved methods and practices in hislher field and that the sole interest of County is to insure that said service shall be perfonned and rendered in accordance with the Agreement

Notwithstanding the foregoing if the County detennines that pursuant to state and federal law Contractor is an employee for purposes of income tax withholding County may upon two weeks notice to Contractor withhold from payments to Contractor hereunder federal and state income taxes and pay said sums to the federal and state governments

5 Section 2 is amended and restated in its entirety as follows

INDEfYINIFICATION Contractor shall hold hannless and indemnifY the County of Alameda by defending the County of Alameda its Board of Supervisors employees and agents from and against any and all third party claims for damages on account of bodily injury (including death) or damage to real property or tangible personal property for which Contractor is legally liable to that third party and pay all costs damages and attorneys fees that a court finally awards or that are included in a settlement approved by Contractor provided that the County shall promptly notifY Contractor in writing of the claim and allow Contractor to control the defense and will cooperate with the Contractor in the defense and any related settlement negotiations The County may participate in the defense of any such claim at its own expense without relieving Contractor of any obligation hereunder

6 Section 6(a) is amended and restated in its entirety as follows

CONFORMITY WITH LAW AND SAFETY

a In perfonning services under this Agreement Contractor shall observe and comply with all laws ordinances codes and regulations of governmental agencies including federal state municipal and local governing bodies applicable to Contractor as a provider of infonnation technology products and services including all applicable provisions of the California Occupational Safety and Health Act

190f33

--------Contract No

7 Section 10 is amended and restated in its entirety as follows

TAXES Payment of all applicable federal state and local taxes excluding those based on Contractors net income shall be the sole responsibility of the County unless proper exemption documentation is provided to the Contractor

8 Section 11 is amended and restated in its entirety as follows

OWNERSHIP OF DOCUMENTS Ownership of any Materials provided under this Agreement shall be as provided for in the Additional Provisions

9 Section 12 is amended and restated in its entirety as follows

CONFLICT OF INTEREST CONFIDENTIALITY The Contractor covenants that to the best of its knowledge and belief it presently has no interest and shall not have any interest direct or indirect which would conflict in any manner with the performance of services required under this Agreement Without limitation Contractor represents to and agrees with the County that Contractor has no present and will have no future conflict of interest between providing the County services hereunder and any other person or entity (including but not limited to any federal or state wildlife environmental or regulatory agency) which has any interest adverse or potentially adverse to the County as determined in the reasonable judgment of the Board of Supervisors of the County

10 Section 15( c) is amended and restated in its entirety as follows

c If requested to do so by the County Contractor shall provide the County with access to copies of all of its records pertaining or relating to its employment practices except to the extent such records or portions of such records are confidential or privileged under state or federal law andor in accordance with Contractors policies andor procedures

11 Section 16 is amended and restated in its entirety as follows

DRUG-FREE WORKPLACE Contractor and Contractors employees shall comply with the Countys policy ofmaintaining a drug-free workplace Neither Contractor nor Contractors employees shall unlawfully manufacture distribute dispense possess or use controlled substances as defined in 21 US Code sect 812 including but not limited to marijuana heroin cocaine and amphetamines at any County facility or work site If Contractor or any employee of Contractor is convicted or pleads nolo contendere to a criminal drug statute violation occurring at a County facility or work site the Contractor within five days thereafter shall notify the head of the County departmentagency for which the contract services are performed

200f33

Contract No ________

12 Section 17 is amended and restated in its entirety as follows

AUDITS ACCESS TO RECORDS The Contractor shall make available to the County its authorized agents officers or employees for examination any and all project records evidencing or relating to the expenditures and disbursements charged to the County and shall furnish to the County its authorized agents officers or employees such other evidence or information as the County may require with regard to any such expenditure or disbursement charged by the Contractor

If such project records are not kept and maintained by Contractor within the County of Alameda California Contractor shall upon request of the County makesuch project records available to the County for inspection at a location within County Contractor shall provide such assistance as may be reasonably required in the course of such inspection The County further reserves the right to examine and reexamine said project records during the three (3) year period following termination of this Agreement or completion of all work hereunder and the Contractor shall in no event dispose of destroy alter or mutilate said project records whatsoever for three (3) years after the County makes the final or last payment or within three (3) years after any pending issues between the County and Contractor with respect to this Agreement are closed whichever is later Notwithstanding anything else contained herein as in regards to this project in no event shall Contractor provide any confidential financial information including but not limited to cost or pricing methodologies overheads profit margins internal audit results or employee records

13 Section 18 is deleted in its entirety

14 Section 20 is amended and restated in its entirety as follows

TERMINATION The County has and reserves the right to terminate or abandon the execution of any work by the Contractor without cause at any time upon giving to the Contractor thirty (30) days prior written notice In the event that the County should terminate the Contractors work the Contractor shall be entitled to payment for services provided hereunder prior to the effective date of said termination Said payment shall be computed in accordance with Exhibit B hereto provided that the maximum amount payable to Contractor for its IBM Education Pack Services shall not exceed $14994000 payment for services provided hereunder prior to the effective date of said termination

210f33

--------Contract No

15 Section 22 is deleted in its entirety IBM does not anticipate any hiring with this education effort based upon IBMs global HR policies and procedures

16 Section 30 is amended and restated in its entirety as follows

SUBCONTRACTINGASSIGNMENT Contractor shall not subcontract assign or delegate any portion of this Agreement or any duties or obligations hereunder without providing the County with prior written notification

a Neither party shall on the basis of this Agreement contract on behalf of or in the name of the other party Any agreement that violates this Section shall confer no rights on any party and shall be null and void

b Contractor shall remain fully responsible for compliance by its subcontractors with all the terms of this Agreement in the performance of the services by such subcontractors regardless of the terms of any agreement between Contractor and its subcontractors

17 Section 33 PATENT AND COpy INDEMNITY is deleted in its entirety and will be governed by the terms and conditions as stated in APPENDIX A IBM Education Pack online account

County Counsel Signature ~ b ~)lto

220f33

Contract No ________

EXIDBITA DEFINITION OF SERVICES

Project IBM Education Pack - online account

Service The contractor will set up an IBM Education Pack - online account for Alameda County Social Services Agency A total value offering of $17640000 to be placed immediately in the IBM Education Pack - online account for a price of$14994000

bull Alameda County Social Services Agency will use the IBM Education Pack - online account discounted dollars to purchase IBM Training public and private courses IBM Technical Conferences designated by IBM Training and offered in the United States IBM Training self paced virtual classes at the regular retail price in effect at the time ofeach such purchase The account is available for use to train any employee of the Alameda County Social Services Agency These dollars can not be used in combination with any other discounts promotions or separately negotiated special rates (Refer to Appendix A - IBM Education Pack -online account Terms and Conditions)

bull IBM will invoice Alameda County Social Services Agency upon signing ofthis Agreement Information will be supplied identifying a user id and password for monitoring the online account Invoices are due in accordance with Exhibit B

bull This account is valid for twelve (12) months from the date it is first activated on 31112 The requested start date may be no later than sixty (60) days from the signing ofthis Agreement Any remaining balance at the end oftwelve (12) months will expire and is non-refundable

230f33

Contract No ________

APPENDIX A

IBM Education Pack -online account

Terms and conditions

Alameda County Social Services Agency is entitled to the discounting as described below

IBM Education Pack -online account -general terms and conditions

The ffiM Education Pack -online account is an electronic account you fund with training dollars to be used for ffiM Training offerings The account offers two options for funding which are $100 increments and preset amounts

Precision paymentplan with flexible levels in $JOO increments Value of 5100 increments Your Savings USD 52500 -59900 25-99 0010 USD 510000 -524~00 100 -249 5 USD 525000 -549900 250 -499 10010 USD 550000 -599~00 500 -999 11 USD 5100000 + 1000+ 12

Pre-set amOlmts are available in packages Value Your Price Your Savings USD52500 USD $2500 0010 USD 510000 USD $9500 5 USD525OOO USD22500 10 USDS50000 USD $44500 11 USD 5100000 USD $88000 12

1 The ffiM Education Pack -online account training dollars are valid for 12 months and are nonshyrefundable The ffiM Education Pack -online account can be used by one or more individuals in your organization

2 The ffiM Education Pack online account is valid for 12 months and extensions are prohibited 3 The activation date for the ffiM Education Pack -online account is the date ffiM Training receives the

application and billing information unless an alternate activation date is requested at the time the application is submitted An activation date of up to 60 days from the date of the application may be selected if indicated on the initial order form

4 The ffiM Education Pack -online account can be used for ffiM public courses private on-site courses instructor mentoring and most conferences designated by ffiM Training and offered in the US The ffiM Education Pack -online account may also be used for most ffiM e-Iearning designated by ffiM Training When using the ffiM Education Pack -online account to pay for a private onsite class you may use the training dollar vouchers for the class tuition instructor travel and living equipment and classroom rentals if applicable

5 When using the ffiM Education Pack online account to pay for a conference the funds may be used for conference tuition and some associated education sessions designated by ffiM Training

6 The ffiM Education Pack - online account cannot be used for classes or conferences which occur beyond the expiration date of the account funds The funds must be valid on the first day of the class or

240f33

Contract No _________

conference regardless of the date ofyour enrollment 7 Certain IBM Training courses may be excluded from this program To determine which IBM Training

courses are eligible for the program and which are excluded access our online catalog via the World Wide Web at ibncQmtrainingus to view IBM Training public course descriptions and conference scheduJes or contact 1800-IBM-TEACH (1-800-426-8322)

8 You must enroll in each individual course or conference prior to attending All enrollments in courses or conferences are subject to availability Enrollments and purchases must be guaranteed by an alternate method ofpayment You must check the IBM Education Pack online account box on the enrollment form Ifyou enroll by phone you must indicate you are using IBM Education Pack - online account funds to properly flag your enrollment record

9 To use your IBM Education Pack -online account funds you must debit your account PRIOR to the start ofthe course or conference by creating a voucher and submitting it online Each account voucher must be completed with Alameda County Social Services Agency number Alameda County Social Services Agency name and offering identification You must create a unique voucher for each individual enrollment or offering you purchase

10 The purchase of an IBM Education Pack -online account does not guarantee that a class will be held in a specific location

11 Ifyour enrollment status changes due to any cancellations you must access your IBM Education Pack online account and void applicable vouchers to return unused funds to your account balance The IBM Education Pack online account will not automatically update

12 The IBM Education Pack -online account is password protected IBM Training is not responsible for the misuse ofIBM Education Pack -online accounts

B Once the IBM Education Pack -online account is debited by creating a voucher for the offering your invoice will be credited for the value submitted up to 100010 of the course or conference tuition or other valid offering purchased If the amount of the created voucher from the IBM Education Pack-online account does not cover the entire tuition of the eligible IBM Training offering you will be billed the difference Ifyour IBM Education Pack -online account is not debited a bill for the offering will be sent

14 IBM Education Pack -online account cannot be used to pay for offerings that have already been billed or applied to previously taken courses

15 Once the IBM Education Pack -online account has been debited training dollars cannot be reapplied to the IBM Education Pack -online account

16 IBM Education Pack -online account training dollars cannot be combined with any other discounts offers programs coupons or promotions

17 IBM Education Pack -online account training dollars cannot be used to purchase additional IBM Education Packs -online accounts or other discount offerings

18 The No-Show and Cancellation policies apply and a bill for the full course or conference tuition will be sent if a student fails to attend or to cancel within the required period for a course or conference To use IBM Education Pack -online account training dollars to pay a No-Show or late cancellation bill send an e-mail to edpack(ZVusibmcom for processing instructions

19 IBM Education Pack -online account cannot be used to pay for IBM Training services engagements 20 Prices ofthis program and eligible offerings are subject to change without notice 21 Course and conference schedules are subject to change without notice 22 The IBM Education Pack -online account can only be resold by authorized IBM Business Partners

250f33

Contract No _________

Terms and conditions

IBM agreementor courses and education nuderitds

CUITent as of 01 Jan 2011

The following terms apply to I) enrollment in classes offered by ffiM and 2) orders for ffiMs education materials These tenus along with any applicable license agreement are the complete agreement between us regarding the courses or education materials we provide and replace any prior oral or written communications between us Attendance at a class or your use of any education materials constitutes your agreement to these tenus and conditions Occasionally we have offerings with additional or different terms and conditions If so we will provide those terms and conditions to you For example conference tenus and conditions are outlined in the conference registration section of the conference website or in the conference brochure for the event

Coulses and education mateais

We list our generally available courses and education materials in various IDM Catalogs ofEducation (Catalog) which we publish from time to time We may add or withdraw courses and education materials at any time without notice

Scheduling dasses

We will specify the dates of public classes Private or on-site classes will be scheduled by mutual agreement We may cancel any scheduled class on notice If we cancel a class for which you have prepaid we will refund the price you paid

Accommodations for students with disabilities

IDM locations are accessible for students with disabilities If reasonable accommodations are required for an individual with a disability please advise IDM of the accommodations in advance

Pces and payment

Prices for public classes will be those in effect on the date the class begins Prices include the use of required education materials and machines They do not include taxes or student travel and living expenses IDM reserves the right to increase prices at any time without prior notification Prices for private or on-site classes will be established based on your requirements Additional charges may apply such as instructor travel and living expenses facilities and remote lab support You agree to pay amounts due including applicable taxes and any late payment fees as we specify in the invoice Conference cancellation charges will be specified on the conference website or in the conference brochure for the event

Cancellation charges

Effective January 1 2011

You will be charged the full price of a public class ifyou do not cancel or reschedule your enrollment at least fourteen calendar days prior to the scheduled start date or ifyou do not show up for the class

260f33

Contract No _________

However you may cancel your class enrollment at any time within the three days following your initial or any rescheduled enrollment date without charge

Ifyou cancel a private or on-site class within seven calendar days prior to the scheduled start date you will be billed the full price ofthe class ifyou cancel between eight and fifteen calendar days prior to the scheduled start date you will be billed 25 of the full price and ifyou cancel between sixteen and twentyshyone calendar days prior to the scheduled start date you will be billed lOO of the full price Cancellation of a private or on-site class more than twenty-one calendar days prior to the scheduled start date may be made without charge

Conference cancellation charges will be specified on the conference Web site or in the conference brochure for the event

Self-Paced Virtual Oasses and Web-Based Training Classes

You may not cancel once you submit an order for a Self-Paced Virtual Class or a Web-Based Training Class Once you submit the order you are responsible to pay the entire course price

Online Enrollment Before you submit your order review the machine requirements listed in the course description to ensure that your system meets the minimum requirements for this course After you submit the on-line order form you should receive a confirmation e-mail with communication about your ID and password and additional instructions to start the course You are billed for the course when you submit the order form

Once you receive your ID and Password you will be given a period of time to complete the course Please refer to the course description for specifics regarding your registered course ONCE YOU SUBMIT YOUR ORDER WE WILL NOT BE ABLE TO CANCEL THE ORDER

Patents and copyrights

Ifa third party claims that the education materials we provide to you infringe that partys patent or copyright we will defend you against that claim at our expense and pay all costs damages and attorneys fees that a court finally awards provided that you

1 promptly notify us in writing of the claim and 2 allow us to controL and cooperate with us in the defense and any related settlement negotiations

Ifsuch a claim is made or appears likely to be made you agree to permit us to enable you to continue to use the education materials or to modify or replace them Ifwe determine that none of these alternatives is reasonably available you agree to return the education materials to us on our written request We will then give you an appropriate credit for the returned materials

This is our entire ob1igation to you regarding any claim of infringement

We have no obligation regarding any claim based on your modification of education materials

27of33

Contract No ________

limitation of liability

Circumstances may arise where because of a default on our part or other liability you are entitled to recover damages from us In each such instance except for the payments referred to in our patent and copyright terms described above and damages for bodily injury (including death) and damage to real property and tangible personal property for which mM is legally Hable we are liable only for the charges for the class or education material that is the subject of the claim

This limit also applies to any ofour subcontractors It is the maximum for which we are collectively responsible

Items for which we are not liable Under no circumstances are we or our subcontractors liable for any of the following

] third-party claims against you for losses or damages (except as described above in the section entitled Patents and Copyrights and damages for bodily injury (including death) and damage to real property and tangible personal property for which mM is legally liable)

2 loss of or damage to your records or data or 3 special incidental or indirect damages or for any economic consequential damages (including lost

profits or savings) even ifwe are informed oftheir possibility

license

Any machine readable education materials that we provide to you will be subject to the terms and conditions ofa license agreement We will inform you of the applicable agreement

Warranty

THERE ARE NO EXPRESS WARRANTIES EXCEPT THOSE CONTAINED HEREIN OR IN ANY APPUCABLE UCENSE AGREEMENT THERE ARE NO IMPUED WARRANTIES INCLUDING BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE WE MAKE NO WARRANTY AS TO RESULTS TO BE ATTAINED BY ATTENDING OUR CLASSES OR USING OUR EDUCATION MATERIALS

Changes to this agreement

We may modifY these terms and conditions on written notice The modified terms and conditions will apply to your enrollment or order unless you cancel such enrollment or order prior to the effective date Otherwise for a change to be valid both of us must sign it Additional or different terms and conditions in any order or communication from you are void

General

bull You agree not to copy our copyrighted material without our prior written consent bull You agree not to use recording equipment in our classes without our prior written consent bull You agree not to use our trademarks trade names or other designations in any promotion or publication without our prior written consent bull You agree not to assign or otherwise transfer your rights under this Agreement without our prior

28of33

Contract No ________

written consent Any attempt to do so is void bull Neither of us is responsible for failure to fulfill any obligations due to causes beyond its control bull Neither ofus will bring a legal action (under this Agreement) more than two years after the cause of action arose bull Any terms of this Agreement which by their nature extend beyond its termination remain in effect until fulfilled and apply to respective successors and assignees

290f33

Contract No ________

EXHIBITB PAYMENT TERMS

1 The tenn ofthis Agreement is March 1 2012 through March 31 2013

2 Total payment under the tenns of this Agreement will not exceed the total amount of $14994000 This cost includes all taxes and all other charges

3 Invoices to County are due upon receipt of invoice and payable within thirty (30) days from receipt of invoice

The contractor will set up an mM Education Pack - online account for Alameda County Social Services Agency A total value offering of $1 7640000 to be placed immediately in the mM Education Pack - online account for a price of $14994000

4 Invoices will be approved by the Alameda County Social Services Agency Contract Liaison

5 Contractor shall submit invoice as required to

Alameda county Social Services Agency 2000 San Pablo Ave 4th floor

Oakland CA 94612 Attn Jerome Graham

300f33

C

EXHIBITC COUNTY OF ALAMEDA MINIMUM INSURANCE REQUIREMENTS

Wi1hout limiting MY other obligation or liabilily under this Agreement he Contractor at its sole rost and expense shall secure and keep in force he entire term of he as be he insuranre limits and endorsements

Commercial General Uability Premises Liability Products and Completed Operations Contractual

Personal and liabi B Commercial or Business Automobile Liability

All owned vehicles hired or leased vehicles non-owned borrowed and permissive uses Personal Automobile Liability is acceptable for individual contractors with no related activities Workers Compensation (WC) and Employers Uability (EL)

for all contractors with eml)Jovees

o Endorsements and Conditions

$1000000 per occurrence (CSl) Bodily Injury and Property Damage

$1000000 per occurrence (CSL) My Auto Bodily Injury and Property Damage

or disease

1 ADDmONAL INSURED All insurance required above with the exception of Personal Automobile LiabilityI Workers Compensation and Employers Liability shall be endorsed to name as additional insured County of Alameda its Board of SUpervisors the individual members thereof and all County officers agents employees and representatives

2 DURATION OF COVERAGE All required insurance shall be maintained during the entire term of the Agreement with the following exception Insurance policies and coverage(s) written on aclaims-made basis shall be maintained during the entire term of the Agreement and until 1year following expiration of the Agreemen~ as long as such coverage remains commercially available in the market place

3 REDUCTION OR UMIT OF OBLIGATION The insurance policies provided for in Aand Babove shall be primary and non contributory only with respect to liability arising out of this Agreement Pursuant to the provisions of this Agreement insurance effected or procured by the Contractor shall not reduce or limit Contractors contractual obligation to indemnify and defend the Indemnified Parties

4 INSURER ANANCIAL RAnNG Insurance shall be maintained through an insurer with aAM Best Rating of no less than AshyVlI or equivalen~ and shall be admitted to the State of California unless otherwise waived by Risk Management Acceptance of Contractors insurance by County shall not relieve or decrease the liability of Contractor hereunder My deductible or selfshyinsured retention amount or other similar obligation under the policies shall be the sole responsibility of the Contractor

S SUBCONTRACTORS Contractor shall include all subcontractors as an insured (covered party) under its policies or shall furnish separate certificates and endorsements for each subcontractor All coverages for subcontractors shall be subject to all of the requirements stated herein

6 JOINT VENTURES If Contractor is an association partnership or other joint business venture required insurance shall be provided by anyone of the following methods

- Separate insurance policies issued for each individual entity with each entity included as aNamed Insured (covered party) or at minimum named as an Additional Insured on the others policies Joint insurance program with the association partnership or other joint business venture included as a Named Insured

7 CANCELLATION OF INSURANCE Should any of the above described policies be cancelled before the expiration date thereof notice will be delivered in accordance with the policy provisions

8 CERTIACATE OF INSURANCE Before commencing operations under this Agreemen~ Contractor shall provide Certificate(s) of Insurance and applicable insurance endorsements in form and satisfactory to County evidencing that all required insurance coverage is in effect The County reserves the rights to require the Contractor to provide complete certified copies of all required insurance policies The require certificate(s) and endorsements must be sent to

- DepartmentAgency issuing the contract With acopy to the Contracts Office (2000 San Pablo Ave 4th floor Oakland CA 94612)

Certificate C-1 Form 2001-1

31of33

________________________________ _

Contract No ________

EXHIBITD

COUNTY OF ALAMEDA DEBARMENT AND SUSPENSION CERTIFICATION

(Applicable to all agreements funded in part or whole with federal funds and contracts over $25000)

The contractor under penalty of perjury certifies that except as noted below contractor its principals and any named and unnamed subcontractor

bull Is not currently under suspension debarment voluntary exclusion or

determination of ineligibility by any federal agency

bull Has not been suspended debarred voluntarily excluded or determined

ineligible by any federal agency within the past three years

bull Does not have a proposed debarment pending and

bull Has not been indicted convicted or had a civil judgment rendered against it by

a court of competent jurisdiction in any matter involving fraud or official

misconduct within the past three years

If there are any exceptions to this certification insert the exceptions in the following space

Exceptions will not necessarily result in denial of award but will be considered in determining contractor responsibility For any exception noted above indicate belOw to whom it applies initiating agency and dates of action

Notes Providing false information may result in criminal prosecution or administrative sanctions The above certification is part of the Standard Services Agreement Signing this Standard Services Agreement on the signature portion thereof shall also constitute signature of this Certification

CONTRACTOR __~~__L-

PRINCIPAL~~---ll-I-L-_o_--GlI_V__f___ TITLE~~)(UltJ~ltCJJ St(

SIGNATURE~-+-----=----____ DATEcl ~ (jJ~

32of33

Contract No _______

EXHmITE

COUNTY OF ALAMEDA CONTRACT COMPLIANCE REPORTING REQUIREMENTS

Upon receipt of signed contract documents prime contractor shall immediately enterassign subcontractors in the Syste~ confum payments received from the County within 5 business days in the Syste~ immediately enter payments made to subcontractors and ensure that subcontractors confirm they received payments within 5 business days in the System Subcontractors shall confirm their payments received from the prime contractor within 5 business days in the System

Alameda County Contract Compliance System training and ongoing support are provided at no charge to contractors and participating sub-contractors awarded a contract as a result of this bid process for this project Contractors having contracts with the County should schedule a representative from their officecompany along with each of their subcontractors to attend training The training schedule may be viewed online at httpwwwelationsyscomelatiollsysisupport lhtm or call Elation Systems at (510) 764shy1870 A special access code will be provided to contractors and subcontractors participating in this contract awarded to allow use of the System free of charge

It is the Contractors responsibility to ensure that they and their subcontractors are registered and trained as required to utilize the Alameda County Contract Compliance System Training sessions are approximately one hour and will be held periodically in a number of locations throughout Alameda COWlty

330f33

DATE MDDIYYYYCERTIFICATE OF LIABILITY INSURANCE 211012012

THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMA11ON ONLY AND CONFERS NO RIGHTS UPON TtE CERTFICATE HOLDER THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND EXTEND OR AtTER THE COVERAGE AFFORDED BY THE POUCIES BELOW THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BElWEEN THE ISSUING INSURER(S) AUTHORIZED REPRESENTATIVE OR PRODUCER AND TtE CERTIFICATE HOLDER

IMPORTANT If the certificate holder is an ADDmONAL INSURED the policy(ies) must be endorsed If SUBROGATION IS WAIVED subject to the terms and conditions ofthe policy certain policies may require an endorsement A statement on this certificate does not confer rights to the certificate holder in lieu of such enciorseme s

PROOUCER

Aon Risk Services Northeast Inc 199 Water Street New York NY 10038 Phone 8662667475 Fax 8664677847 AFFORDING COVERAGE HAIC INSURED COMPANY A ACE American Insurance Company

lnIemationaI Business -4achines Corp amp My Other Subsidiary Corp Owned 01 ConIrDlled by the Insured 1 New Orohan Road Armonk NY 10504 United Slates

INSUR

COVERAGES CERllFICATE NUMBER154795 REVISION NUMBER THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED NOTWITHSTANDING ANY REQUIREMENT TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO VllHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS EXCLUSIONS AND CONDITIONS OF SUCH POLICIES LlMrTS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS

INSR (fiUCf EFF POUCfEXPLTR TYPE OF INSURANCE POLICY NUMBER til UMITS

A GENERAL UABIUTY HDOG25529236 5212011 1512112012 EACH OCCURRENCE $1OQMQQ--shy~~ X COMMERCIAl GENERAl LIABILITY PREMISE$Ea ~~ncel 11000 000 = CLAIUS-MAOE [KJ OCCUR UED EXP (Anyone person) S2500000

- I PERSONAl amp ArN INJURY $1000000-

-- ~GENERAL AGGREGotTE $1000000

~L AGGREr9L1MIT ArPER i PROOUCTS-COMP~AGG $1000000

POLICY ~ LOG I i A AUlOIIOBILE UABlUlY ISAH08635948 51212011 51212012 COMBINED SINGLE LIMIT

51000000---shy (Eaarridentll2t ANY AUTO BOOIL Y INJURY (Per personl ALL OWNEO AUTOS f-shy

- ~LY INJURY (Peracddenl) SCHEDULED AUTOS PROPERTY DAMAGE-

- HIREOAUTOS i(Per_) r-middotmiddotmiddotmiddotmiddot

--shy ~AUTOS

I I UlIBRElILA UAB

I

Irl OCCUR i EACH OCCURRENCE

~

EXCESSUAS ~~ CLAIMS-MAOE AGGREGATE

- DEDUCTIBlE

IRETEImON $ WORIltERS COIIPENSA11ON i I~~Ullis I IdegJrANDEMPLOYERSUABUTY YIN shy

ANY PROPRIETORiPARTNERIEXECUTlVE D NIA

I

EL EACH ACCIDENT OFFlCERMEIBIR EXaUOED

I EL DISEASE - EA EMPLOYEE m(MIndaIoIy In NHI

~~~~~TIONSbel i EL OISEASEmiddot POLICY LIMIT

i i I I DESCRIP110N OF OPERATION$ LOCATION$I YEHlCLES Aflach ACORD 101 AcldiUoMlRemrb $chedm is ngtqulroocl)

Please see page 2 for any additional language

CERllFICATE HOLDER CANCELLAllON

Alameda County Department of Social Services 2000 San Pablo Ave Oakland CA 94612 United States

SHOULD ANY OF 1ME ABOVE DESCRIBED POLICIES BE CANCE1lED BEFORE lHE EXPlRA110N DATE lHEREOF NOnce WILL BE DElNERED IN ACCORDANCe WFTH lHE POLICY PROVISIONS

I

AUTHORIZED REPRESENTAlIYE

AuIhcfized ReJgtresenlatve ~_yen~ ~~~~~bullw __ J_ PIaI Risk SenIkes NonheasI Inc

ISgt 1988-2009 ACORD CORPORATION AI righIs reserved

ACORD 25 (2009101 The ACORD name and logo are registered marks ofACORD Page 1 of2

ADDITIONAL REMARKS SCHEDULE AGENCY

Aon Risk Services Northeast Inc 199 Water Street New York NY 10038 Phone 8662667475 Fax 8664677847

NAIlED INSURED IntemaUonal Business Machines CoIp amp Ally Other SubsidiaIy CoIp Owned Of Contro8ed by lIle Insured 1 New Ordlard Road Armonk NY 10504 United Slates

EFFECTIVE DATE

ADDITIONAL REMARKS

THIS ADDITIONAL REMARKS FORM IS A SCHEDULE TO ACORD FORM

FORM NUMBER 25 FORM TITLE CERTIFICATE OF LIABILITY INSURANCE

[Alameda County Department of SOcial Services County of Alameda its Board of SUpervisors the individual members hereof and all County officers agents employees and representatives are hereby named as additional insureds on

General Liability policies but only to the extent that their interest may appear

Additional Language The insurance coverage provided for herein shall be primary and non contributory only wi1h respect to liabHity arising out of this Agreement with respect to liabHity arising out of IBMs negligence and as respects this contract only

Project IBM Education Pack Services

If there is a question regarding this certificate please contact Edward DiNardo (Email dinardoeusibmcom Phone 916-567-2922)

~ operations incidental to the conduct of insureds business in the United States of America

ACORD 101 (2008101) 2008 ACORD CORPORA nON All rights reserved The ACORD name and logo are registered marks of ACORD

Page 20f2

tC~RiJ CERTIFICATE OF LIABILITY INSURANCE I DlTE 1I1IfDOIYYYY)

21102012

THIS CERnFICATE IS ISSUED AS A MATTER OF INFORMA nON ONLY AND CONFERS NO RIGHTS UPON TIE CERTIFICATE HOLDER THIS CERnFICATE DOES NOT AFFlRMAnvaY OR NEGAnVELY AMEND EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POUCIES BELOW THIS CERnFICATE OF INSURANCE DOES NOT CONSTITUlE A CONTRACT BETWEEN THE ISSUING INSURER(S) AUTHORIZED REPRESENTAnVE OR PRODUCER AND TIE CERTIFICATE HOLDER

IMPORTANT Iftlle certifieate holder is an ADDITIONAL INSURED the policy(ies) must be endorsed If SUBROGAnON IS WAIVED subject to the terms and conditions of the policy certain policies may require an endorsement A statement on this certifICate does not confer rights to the certificate holder in lieu of such endorsement(s)

PRODUCER =~NT Aon Risk Services Northeast Inc 1pound Ir~No)199 Water Street New York NY 10038 Phone 8662667475 Fax 8664677847 INSURER(S) AFFORDING COIlERAGE HAIC

INSURED COMPNff A liberty Insurance Corporal

International Business Madlines CoqJ COMNoIY B liberty MulJaIII1SUrIIIIlt8 CcrIyengtany 1 New Ord1ard Road COMNoIY Co National Union Fino ance Company d 1IIIsbtJrgh PA Amlonk NY 10504 United Stales

COVERAGES CERT1FICATE NUMBER154796 REVISION NUMBER- THIS IS TO CERTIFY THAT THE POlICIES OF INSURANCE LISTED BEleW HAVE BEEN ISSueD TO THE INSUREO NAMED ABOVE FOR THE POlICY PERIOD INDICATED NOTWITHSTANDING ANY REQUIREMENT TERM OR CONDITION OF ANY COOTRACT OR OTHER DOCUMENT 1MTH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN THE INSURANCE AFFORDEO BY THE POLICIES DESCRIBEO HEREIN IS SUBJECT TO ALL THE TERMS EXCLUSIONS AND CONDITIONS OF SUCH POliCIES LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID ClAIMS

11tf TYPE OF INSURANCE IIHSR IWVD POLICY NIMIIER ~1fgtUCYEXP UIlITS

GENERAl UAaUlY I EACH OCCURRENCE

COMMERCIAL GENERAl LiABlLI1Y ~~~e~~nce) CLAIMS-MADE D OCCUR MED EXP (Anyone fgten)

PERSONAl amp AlN INJURY

GENERAl AGGREGATE

ESPER ~CT5 - calpop AGG

nLOC AIlOIIOIlILE UAaUlY COMBINED SINGLE LIMIT - (Ea 8Cdde1t)

ANY AUTO BOOI L Y INJURY (Per fgte11lOt)-shy

ALL OWNED AUTOS BODILY INJURY (Per accident)-

- SCHEDULED AUTOS PROPERTY DAMAGE

HIRED AUTOS (Per accident) -

NON-OWNED AUTOS - ~

UIIBRELlA UAB HOCCUR

EACH OCCURRENCE-EXCESSUAB CLAIMS-MADE AGGREGATE

---- DEDUCTIBLE

A WORKERS COIIPENSAllON WA7-6I)()0415ef4Z AOSPRNYlshy 11112012 1III2OIa X I T~~JWs I IO~A AND EMPLOYERS UAaUlY WA7-62D-laquol41SHi12 IYil 11112012 11112013 A YIM WC1~I-ltIOU5amp-I52 (OR WI) 11112012 11112013 $100000A ANY PROIRIETORIPARTNERlEXECUTIVE ~

MIA ~1_ExaNOHl 11112012 11112013 EL EACH ACCIDENT OFACERIMEI4BER EXClUDEDI (Mandatory In NKI

BH2HIC14158-1M2(V1) 11112012 11112013 EL DISEASE- EA EMPLOYEE $1ooampQQc 83-118922 a-) 11112012 IttrlO13

bull ~~~OPERATIONSIlet_ EL DISEASE POliCY LIMIT $100000

bull

DESCRIPllON OF OPERATIONS I LOCAnONS I VEHICLES (Attech ACORD 101 MdIlloMI Renlarlc8lchedule r mono fMICI Is required)

bullbull Includes EL coverage for monopolistic states NO PR WA WY

Please see page 2 for any additional language

CERT1FICATE HOLDER CANCELLATlON

Alameda County Department of Social Services 2000 San Pablo Ave Oakland CA 94612 United States

SHOULD Atlaquo OF THE ABOVE DESCRI8ED POUCIES BE CANCELLED BEFORE THE EXPIRATION DATE 1lIEREOF NOTICE WILL BE DELIVERED IN ACCORDANCE WrrH THE POLICY PROVISIONS

I

AUTHOIIZED REPRESEHTA1IYE

IIiutJori2od ~ smiddot~ _~4-~(~--w ___ --~~ -~kin Risk SeNices Nor1heast Inc

copy 1881-2009 ACORD CORPORA TlON An nghts reserved ACORD 26 (2009109) The ACORD name and logo are registered marks ofACORD

Page 1 of 2

ADDITIONAL REMARKS SCHEDULE AGENCY

ADo Risk Services Northeast Inc 199 Water Street New York NY 10038 Phone 8662667475 Fax 8664677847

NAIlED INSURED International Business Machines Corp 1 New Onhani Road Armonk NY 10504 United states

EFFECTIVE MTE

ADDmONAL REMARKS

THIS ADDITIONAL REMARKS FORM IS A SCHEDULE TO ACORD FORM

FORM NUMBER 25 FORM 11TLE CERTIFICATE OF LIABILITY INSURANCE

Project IBM Education Pack Services

Ifthere is a question regarding this certificate please contact Edward DiNardo (Email dinardoeusibmcom Phone 916-567-2922)

All operations incidental to the conduct of insureds business in the United States of America

ACORD 101 (2008101) C 2008 ACORD CORPORATION All rights reserved The ACORD name and logo are registered mal1ls of ACORD

Page 20f2

AKl K NAKAO Director

G~-r)ipDecember 5 2011

DEC 08 lOl1 TO Caroline Judy Assistant Direltltor GSA

RECE~vED FROM Tudor S Mosu Procurement Specialist n

SUBJECf Finding ofNon-Competition bull Sote Source 2084 Purchase from International Business Machines Corp Sacramento CA

This is to document my finding that competitive bidding is not possible for the purchase ofall IBM Education Pack in tho amount oUI 4994000 for the Social Services Agency (SSA) Infonnation Systems Department and therefore the Departmental Justification to Request a Waiver ofCounty Competitive Bidding Requirement copy attached is approved

In accordance with the County Administrative Code Section 412010 entitled UPurchases to be by Competitive Quotation all purchases of and contracts for materials supplies services fwnishings equipment livestock and other personal property shall be based wherever possible on competitive quotations

I have reviewed and researched the product and marketplace Based on my research ofthe departmental justifi~tion and internet I have detennined the requested product and supplier cannot be substituted and satisfy the Countys requirements International Business Machines Corp (IBM) is the only vendor capable to provide an online account to be used for IBM private courses at SSA on WM business intelligence data warehouse reporting classes IBM will add the SSA content customized to the training environment using Cognos Framework Manager and will provide a suite oftraining public and private courses technical conferences and selfmiddotpaced virtual classes This sole source request was posted on the County website for ten (10) business days and no other proposal was received Therefore competitive quotations are not possible and the request is recommended for your approval

The Social Services Agency is to obtain Board approval for services that exceed $25000 requesting authorization from the President of the Board to sign the contract or approve the purchase The Auditor-Controller issues Board signed contracts and Board approved purchase orders and purchase order changes withwithout signed contracts

te IIktt II Peill-o ValenciaDeputy Direct6rlDate

GSA Office ofAcquisition Policy

SLEB Compliant ______

Date~~~~_________ Director GSA

Attachment(s)

1401 LAKISIDE DRIVU SUITL 907 OAKLND CALIFORNIA 94612 PHmr 5102989600 [AX 5[02089626 wwwlt5(itnc~ovorg

GSA Sole Source Procurements - Alameda County Page lof2o Ala~~da co~ntys Offl~lal ~ebslte Skip County Banner 0 SHARE rJf l

~ go WoOFg i QUick links Citizens Business Seerch aegov IGO I Government Emergencies

GSA Home

Home

Introduction

AwardedClosed Contracts

Current Contracting Opportunltles

Arch 8 Engineering Construction

Sole Source Procurements

Goods 8 Services The contracts described below have been determined to comply with the County Sole Source Policy in ~flesrlonal Services that only a single source is available andor valid sole source exceptions to the competitive process

I-===----f exisl Upcoming ContractIng Opportunities

Arch amp Englnoaring Construction Goods amp Services ProfessIonal ServlceQ

Sole Source Procurements

Highland Project Contracts

AwardedClosedContracts CUlTent Contracting Opportunltles Upcoml Contracting

Contacts Teams

Vendor Info Vendor Guide Vendor Application (Online) Vendor Application

Public Works (PWA) Contracting Opportunities

CDA Construction Contracting Opportunities

StopWasteOrg

Advance NotIce of SoJe Source purchases are posted on-line for a minimum of five (Ii) business days prior to a contract being awarded For any additlonallnformatlon regarding contracts posted on thIs website please contact the appropriate parson listed below Thank you for your interest

Source Contract DescrIption

f1Ef1l Online Training Courses

f1I3JI Repair and Test fIre fighting ProtectiVe Clothing

Electro Shock Guns Cartridges BaHerlee amp Accessories

Estimate Award Date

120212011

11302011

111172011

Contact Person

Tudor S Mosu (510) 208-9614

Tudor S Mosu (510) 208-9614

Tudor S Mosu (510) 208-9614

mhtmIfilelICUserstmosuAppDataLocalMicrosoftWindowsTemporary Internet FilesContentOutlook1OYF6YPOGSA S 1210612011

Alameda County Auclttor-Controller Agencv Office of Contract Compliance OCC

FEDERAL GRANT FUNDS SMALL LOCAL EMERGING BUSINESS (SUI) WAIVER REQUEST

REQUIREDTOSOUCIT BlOSPROPOSALSAND AWARt)AMENO CONTRACTS THAT INCUJDe FtoERAl GRANT FUNDS THAT fROHI51l GIOORAPHICAl PREFERENCE)

mSfCDOfltcompr middot6 bbw and submit fhts form wlfh supporifng doclfrnentaion pecificolty stoHng that geographle preferences om bonnad fer the requetfed procurement to Tcmtnee TRlong Auditor Controller ace a QC 20111 or vIa email tot1Wlmf1lmn9_~99Uponapprovala fampdeKal Fundt WaNer number wm be I$SitEtd This numbM Is a mandatOf) field rGqooed tQ enter Q Procurement CollirUct In ALCOUMt ace wlJi mft-m upprovaill and denkds to tile Requesfing Depmtmem listed belew It IIIIftoI WQJvCW Is to $Cliett bids resubmlt c IOPY of the originally signed form Q nsed to tIWOrdlarYileM eo~ttI~ rlllquired addltlOlQllnfOOYlofl~l (3JiC bllliowl

1 Requasiing Department Ncme~_~~~9______ _~__________

A Contact First and Lost Nome~a~y Chen ___ _____ QiC 20203 __

8 Email Address~~~aOQCVmiddotorg ___ Phone Number ~~~~~ ____ 2 Procu~ement Oescriptlcm To p~asl an IB~~~tl0f~Jntonlln~ account) th~~lIIJr~~~

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3 1~~l9n~ checK aP2rgl~~~QY to fndrcqjg reason forYfaiver re9Y~______---

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IB II Award Contract wih COllnty COlJnSel OPPlOV(~ modifiampi SlES provIsions J IlL3 I W4livElf hquaat Delfs I

l ControctorNameCitYIM~IaClesett --~------------- iI Total Contract ValtJe $1499~O~ 5 3 fs i

L 3 fpoundlltroct S~ Date ~LJ~)2 U- COltmct End Dote=--zbJ~_IT1- - ~----- --~ -------- C 0 Contract Amendment --1_~J_ Also complete R 11 B2) and B 3) above WaWQr Req~Date

Dnme expiration Dote __~J1_ bull OMoo6Y Increase Amount $___~__~ ----~----~-- shy4 g Check here to in(iicate thai the FedefQ~ regulation Is ofialChed and speciflcally prohibits

geographical preferencs$ rrown he proc)r~met1 described above

Federal Re~Jutotlon NameNumber H~ltht~ S~~~L2~45ER~_~__~_

5 pound1 Che~~k here to lndicats that the Fedarar grant fundi are sub granted or PQssed through the State to the Couniy where State laws prohibit geogroph1cai preferences from the proctffemenf described obove and sub granf documerlts are aHached

State Regulation NomeNum r---=__

6 ---~~~~~~~gt-r--4-----n7io-y----shy r OClte

EPLS Search Results Page 1 of 1

Excluded Parties List System EPLS

Search Results Excluded By Firm Entity or Vessel International Business Machines Corporation

as of 14-Feb-2012 229 PM EST

Your search returned no results

httpsllwwweplsgoveplssearchdo full_name= Intemational+Business+Machines+Corpo 2142012

Contract No _______

after deposit in a United States Postal Service office or mailbox Certified Mail When mailed certified mail return receipt requested notice is effective on receipt if delivery is confirmed by a retun receipt

Overnight Delivery When delivered by overnight delivery (Federal ExpressAirbomelUnited Parcel ServicelDHL WorldWide Express) with charges prepaid or charged to the senders account notice is effective on delivery if delivery is colrlinned by the delivery service Telex or facsimile transmission When sent by telex or facsimile to the last telex or facsimile number of the recipient known to the party giving notice notice is effective on receipt provided that (a) a duplicate copy ofthe notice is promptly given by first-class or certified mail or by overnight delivery or (b) the receiving party delivers a written confirmation of receipt Any notice given by telex or facsimile shall be deemed received on the next business day if it is received after 500 pm (recipients time) or on a non-business day

Addresses for purpose of giving notice are as follows

To County COUNTY OF ALAMEDA Alameda County Social Services Agency 2000 San Pablo Ave 4th floor Oakland CA 94612 Attn Don Edwards (Assistant Agency Director)

To Contractor hlternational Business Machines (IBM) 256 Bomlie Sue Drive Villa Rica GA 30180 Attn Philip Davis (Education Account Executive Business Analytics)

Any correctly addressed notice that is refused wIclaimed or undeliverable because of an act or omission of the party to be notified shall be deemed effective as of the first date that said notice was refused unclaimed or deemed undeliverable by the postal authorities messenger or overnight delivery service

Any party may change its address or telex or facsimile number by giving the other party notice of the change in any manner permitted by this Agreement

14 USE OF COUNTY PROPERTY Contractor shall not use COWIty property (including equipment instruments and supplies) or persollnel for any purpose other than in the performance ofhislher obligations WIder this Agreement

15 EQUAL EMPLOYMENT OPPORTUNITY PRACTICES PROVISIONS Contractor assures that helshelit will comply with Title VII of the Civil Rights Act

100f33

Contract No _______

of 1964 and that no person shaJL on the grounds ofrace creed color disability sex sexual orientation national origin age religion Vietnam era Veterans status political affiliation or any other non-merit factor be excluded from participation in be denied the benefits of or be otherwise subjected to discrimination wlder this Agreement

a Contractor shall in all solicitations or advertisements for applicants for employment placed as a result of this Agreement state that it is an Equal Opportunity Employer or that all qualified applicants will receive consideration for employment without regard to their race creed color disability sex sexual orientation national origin age religion Vietnam era Veterans status political affiliation or any other non-merit factor

b Contractor shall if requested to so do by the County certify that it has not in the performance of this Agreement discriminated against applicants or employees because of their race creed color disability sex sexual orientation national origin age religion Vietnam era Veterans status political affHiation or any other non-merit factor

c If requested to do so by the COWlty Contractor shall provide the COWlty with access to copies of all of its records pertaining or relating to its employment practices except to the extent such records or portions of such records are confidential or privileged wlder state or federal law

d Contractor shall recruit vigorously and encourage minority - and womenshyowned businesses to bid its subcontracts

e Nothing contained in this Agreement shall be construed in any manner so as to require or permit allY act which is prohibited by law

f The Contractor shall include the provisions set forth ill paragraphs A through E (above) in each of its subcontracts

16 DRUG-FREE WORKPLACE Contractor and Contractors employees shall comply with the Countys policy ofmaintaining a drug-free workplace Neither Contractor nor Contractors employees shall unlawfully manufacture distribute dispense possess or use controlled substances as defined in 21 US Code sect 812 including but not limited to marijuana heroin cocaine and amphetamines at any County facility or work site If Contractor or any employee of Contractor is convicted or pleads nolo contendere to a criminal drug statute violation occurring at a COWlty facility or work site the Contractor within five days thereafter shall notifY the head of the County departmentagency for which the contract services are performed Violation of this provision shall constitute a material breach of this Agreement

11 of 33

Contract No _______

17 AUDITS ACCESS TO RECORDS The Contractor shall make available to the County its authorized agents officers or employees for examination any and all ledgers books of accounts invoices vouchers cancelled checks and other records or documents evidencing or relating to the expenditures and disbursements charged to the County and shall furnish to the County its authorized agents officers or employees such other evidence or information as the County may require with regard to any such expenditure or disbursement charged by the Contractor

The Contractor shall maintain full and adequate records in accordance with County requirements to show the actual costs incurred by the Contractor in the performance of this Agreement If such books and records are not kept and maintained by Contractor within the Cotmty ofAlameda California Contractor shall upon request of the County make such books and records available to the County for inspection at a location within County or Contractor shall pay to the County the reasonable and necessary costs incurred by the County in inspecting Contractors books and records including but not limited to travel lodging and subsistence costs Contractor shall provide such assistance as may be reasonably required in the course of such inspection The County further reserves the right to examine and reexamine said books records and data during the three (3) year period following termination of this Agreement or completion of all work herewlder as evidenced in writing by the County and the Contractor shall in no event dispose of destroy alter or mutilate said books records accounts and data in any manner whatsoever for three (3) years after the County makes the fmal or last payment or within three (3) years after any pending issues between the County and Contractor with respect to this Agreement are closed whichever is later

18 DOCUMENTS AND MATERIALS Contractor shall maintain and make available to County for its inspection and use during the term of this Agreement all Documents and Materials as defmed in Paragraph 11 of this Agreement Contractors obligations WIder the preceding sentence shall continue for three (3) years following termination or expiration of this Agreement or the completion of all work hereunder (as evidenced in writing by County) and Contractor shall in no event dispose of destroy alter or mutilate said Documents and Materials for three (3) years following the Countys last payment to Contractor under this Agreement

19 TIME OF ESSENCE Time is of the essence in respect to all provisions of this Agreement that specify a time for performance provided however that the foregoing shall not be construed to limit or deprive a party ofthe benefits of any grace or use period allowed in this Agreement

20 TERMINATION The County has and reserves the right to suspend terminate or abandon the execution of any work by the Contractor without cause at any time upon giving to the Contractor prior written notice In the event that the County

120f33

Contract No _______

should abandol terminate or suspend the Contractors work the Contractor shall be entitled to payment for services provided hereunder prior to the effective date of said suspensiol termination or abandonment Said payment shall be computed in accordance with Exhibit B hereto provided that the maximum amount payable to Contractor for its ffiM Education Pack Services shall not exceed $14994000 payment for services provided hereunder prior to the effective date of said suspensiol termination or abandonment

21 SMALL LOCAL AND EMERGING BUSINESS (SLEB) PARTICIPATION

Contractor has been approved by County to participate in contract without SLEB participation (Waiver F308A attached) As a result there is no requirement to subcontract with another business in order to satisfy the Countys Small and Emerging Locally owned Business provision

However if circumstances or the terms of the contract should change Contractor may be required to immediately comply with the Countys Small and Emerging Local Business provisions including but not limited to

a Contractor must be a certified small or emerging local business( es) or subcontract a minimum 20 with a certified small or emerging local business(es)

b SLEB subcontractor(s) is independently owned and operated (ie is not owned or operated in any way by Prime) nor do any employees of either entity work for the other

c Small andor Emerging Local Business participation and current SLEB certification status must be maintained for the term of the contract Contractor shall ensure that their own certification status andor that of participating subcontractors (as is applicable) are maintained in compliance with the SLEB Program

d Contractor shall not substitute or add any small andor emerging local business( s) listed in this agreement without prior written approval from the County Said requests to substitute or add a small andor emerging local business shall be submitted in writing to the County department contract representative identified under Item 13 above Contractor will not be able to substitute the subcontractor without prior written approval from the Alameda County Auditor Controller Agency Office of Contract Compliance (OCC)

e All SLEB participatiol except for SLEB prime contractor must be tracked and monitored utilizing the Elation compliance System

13 of 33

Contract No _______

COWIty will be WIder no obligation to pay contractor for the percent committed to a SLEB (whether SLEB is a prime or subcontractor) if the work is not performed by the listed small andor emerging local business

For further information regarding the Small Local Emerging Business participation requirements and utilization of the Alameda COWlty Contract Compliance System contact the COWIty Auditor- Controllers Office ofContract Compliance (OCC) located at 1221 Oak St Rm 249 Oakland CA 94612 at Tel (510) 891-5500 Fax (510) 272-6502 or via E-mail at ACSLEBcomplianceacgovorg

c

22 FIRST SOURCE PROGRAM For contracts over $100000 Contractor shall provide COWIty ten (10) working days to refer to Contractor potential candidates to be considered by Contractor to fill any new or vacant positions that are necessary to fulfill their contractual obligations to the COWIty that Contractor has available during the contract term before advertising to the general public

23 CHOICE OF LAW This Agreement shall be governed by the laws of the State of California

24 WAIVER No waiver of a breach failure of any condition or any right or remedy contained in or granted by the provisions of this Agreement shall be effective wuess it is in writing and signed by the party waiving the breach failure right or remedy No waiver of any breach failure right or remedy shall be deemed a waiver of any other breach failure right or remedy whether or not similar nor shall any waiver constitute a continuing waiver unless the writing so specifies

25 ENTIRE AGREEMENT This Agreement including all attachments exhibits and any other documents specifically incorporated into this Agreement shall constitute the entire agreement between COWIty and Contractor relating to the subject matter of this Agreement As used herein Agreement refers to and includes any documents incorporated herein by reference and any exhibits or attachments This Agreement supersedes and merges all previous WIderstandings and all other agreements written or oral between the parties and sets forth the entire WIderstanding of the parties regarding the subject matter thereof The Agreement may not be modified except by a written document signed by both parties

26 HEADINGS herein are for convenience of reference Oluy and shall in no way affect interpretation of the Agreement

140f33

Contract No _______

27 ADVERTISING OR PUBLICITY Contractor shall not use the name OfCOWIty its officers directors employees or agents in advertising or publicity releases or otherwise without securing the prior written consent of COWIty in each instance

28 MODIFICATION OF AGREEMENT This Agreement may be supplemented amended or modified only by the mutual agreement of the parties No supplement amendment or modification of this Agreement shall be binding wuess it is in writing and signed by authorized representatives of both parties

29 ASSURANCE OF PERFORMANCE If at any time County believes Contractor may not be adequately performing its obligations under this Agreement or that Contractor may fail to complete the Services as required by this Agreement COWIty may request from Contractor prompt written assurances of performance and a written plan acceptable to County to correct the observed deficiencies in Contractors performance Contractor shall provide such written assurances and written plan within ten (10) calendar days of its receipt of Countys request and shall thereafter diligently commence and fully perform such written plan Contractor acknowledges and agrees that any failure to provide such written assurances and written plan within the required time is a material breach under this Agreement

30 SUBCONTRACTINGASSIGNMENT Contractor shall not subcontract assign or delegate any portion of this Agreement or any duties or obligations hereunder without the Countys prior written approval

a Neither party shall on the basis ofthis Agreement contract on behalf ofor in the name of the other party Any agreement that violates this Section shall confer no rights on any party and shall be null and void

b Contractor shall use the subcontractors identified in Exhibit A and shall not substitute subcontractors without Countys prior written approval

c Contractor shall remain fully responsible for compliance by its subcontractors with all the terms ofthis Agreement regardless of the terms of any agreement between Contractor and its subcontractors

31 SURVIVAL The obligations of this Agreement which by their nature would continue beyond the termination on expiration of the Agreement including without limitation the obligations regarding Indemnification (Paragraph 2) Ownership of Documents (Paragraph 11) and Conflict of Interest (Paragraph 12) shall survive termination or expiration

32 SEVERABILITY If a court of competent jurisdiction holds any provision of this Agreement to be illegal unenforceable or invalid in whole or in part for any

150f33

Contract No _______

reason the validity and enforceability of the remaining provisions or portions of them will not be affecteltL unless an essential purpose ofthis Agreement would be defeated by the loss ofthe illegal mlenforceable or invalid provision

33 PATENT AND COPYRIGHT INDEMNITY Contractor represents that it knows ofno allegations claims or threatened claims that the materials services hardware or software (Contractor Products) provided to ComIty under this Agreement infringe any patent copyright or other proprietary right Contractor shall defenltL indemnify and hold harmless ComIty of from and against all losses claims damages liabilities costs expenses and amounts (collectively Losses) arising out of or in connection with an assertion that any Contractor Products or the use thereof infringe any patent copyright or other proprietary right of any third party ComIty will ( 1) notify Contractor promptly of such claim suit or assertion (2) permit Contractor to defend compromise or settle the claim anltL (3) provide on a reasonable basis information to enable Contractor to do so Contractor shall not agree without Countys prior written consent to any settlement which would require County to pay money or perform some affirmative act in order to continue using the Contractor Products

a If Contractor is obligated to defend County pursuant to this Section 33 and fails to do so after reasonable notice from County County may defend itself andor settle such proceeding and Contractor shall pay to ComIty any and all losses damages and expenses (including attorneys fees and costs) incurred in relationship with ComItys defense andor settlement of such proceeding

b hI the case of any such claim of infringement Contractor shall either at its option (1) procure for ComIty the right to continue using the Contractor Products or (2) replace or modify the Contractor Products so that that they become non-infringing but equivalent in functionality and performance

c Notwithstanding this Section 33 ComIty retains the right and ability to defend itself at its own expense against any claims that Contractor Products infringe any patent copyright or other intellectual property right

34 OTHER AGENCIES Other tax supported agencies within the State of California who have not contracted for their own requirements may desire to participate in this contract The Contractor is requested to service these agencies and will be given the opportunity to accept or reject the additional requirements If the Contractor elects to supply other agencies orders will be placed directly by the agency and payments made directly by the agency

35 EXTENSION This agreement may be extended for two additional one year terms by mutual agreement of the ComIty and the Contractor

160f33

Contract No _______

36 SIGNATORY By signing this agreement signatory warrants and represents that heshe executed this Agreement ill hislher authorized capacity and that by hislher signature on this Agreement heshe or the entity upon behalf of which heshe acted executed this Agreement

[END OF GENERAL TERMS AND CONDITIONS]

170f33

--------Contract No

ADDITIONAL PROVISIONS

1 Exhibit E COUNTY OF ALAMEDA CONTRACT COMPLIANCE REPORTING REQUIREMENTS - Not applicable Federal Grant Funds SLEB Waiver approved F308A (attached) Waiver of county competitive bidding requirement approved by GSA (Attached copy of the GSA memo dated on 125111)

2 The IBM Education Pack -online account Program is subject to the terms and conditions of the IBM Agreement for Courses and Education Materials which can be found by accessing the IBM Web site via ibmcomltraininglustermshtmL

3 US County Government Alameda County Social Services Agency Only For US County Government Alameda County Social Services Agency ordering from the IBM GSA IT Schedule Contract Number GS-35F-4984H The terms and conditions of the GSA IT Schedule Contract apply and may be viewed at wwwibmcomleasyaccessgsa

For US County Government Alameda County Social Services Agency placing orders other than via the GSA IT Schedule Contract Terms and conditions equivalent to those contained in IBMs current GSA IT Schedule Contract apply Terms of IBMs current GSA IT Schedule Contract prevail in the event of a conflict with the commercial terms

The following General Terms and Agreement shan be modified as follows

4 Section 1 is amended and restated in its entirety as follows

INDEPENDENT CONTRACTOR No relationship of employer and employee is created by this Agreement it being understood and agreed that Contractor is an independent contractor Contractor is not the agent or employee of the County in any capacity whatsoever and County shall not be liable for any acts or omissions by Contractor nor for any obligations or ~iabilities incurred by Contractor

Contractor shall have no claim under this Agreement or otherwise for seniority vacation time vacation pay sick leave personal time off overtime health insurance medical care hospital care retirement benefits social security disability Workers Compensation or unemployment insurance benefits civil service protection or employee benefits of any kind

Contractor shall be solely liable for and obligated to pay directly all applicable payroll taxes (including federal and state income taxes) or contributions for unemployment insurance or old age pensions or annuities which are imposed by any governmental entity in connection with the labor used or which are measured by wages salaries or other remuneration paid to its officers agents or employees

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180f33

--------Contract No

In carrying out the work contemplated herein Contractor shall comply with all applicable federal and state workers compensation and liability laws and regulations with respect to the officers agents andor employees conducting and participating in the work and agrees that such officers agents andor employees will be considered as independent contractors and shall not be treated or considered in any way as officers agents andor employees of County

Contractor does by this Agreement agree to perfonn hislher said work and functions at all times in accordance with currently approved methods and practices in hislher field and that the sole interest of County is to insure that said service shall be perfonned and rendered in accordance with the Agreement

Notwithstanding the foregoing if the County detennines that pursuant to state and federal law Contractor is an employee for purposes of income tax withholding County may upon two weeks notice to Contractor withhold from payments to Contractor hereunder federal and state income taxes and pay said sums to the federal and state governments

5 Section 2 is amended and restated in its entirety as follows

INDEfYINIFICATION Contractor shall hold hannless and indemnifY the County of Alameda by defending the County of Alameda its Board of Supervisors employees and agents from and against any and all third party claims for damages on account of bodily injury (including death) or damage to real property or tangible personal property for which Contractor is legally liable to that third party and pay all costs damages and attorneys fees that a court finally awards or that are included in a settlement approved by Contractor provided that the County shall promptly notifY Contractor in writing of the claim and allow Contractor to control the defense and will cooperate with the Contractor in the defense and any related settlement negotiations The County may participate in the defense of any such claim at its own expense without relieving Contractor of any obligation hereunder

6 Section 6(a) is amended and restated in its entirety as follows

CONFORMITY WITH LAW AND SAFETY

a In perfonning services under this Agreement Contractor shall observe and comply with all laws ordinances codes and regulations of governmental agencies including federal state municipal and local governing bodies applicable to Contractor as a provider of infonnation technology products and services including all applicable provisions of the California Occupational Safety and Health Act

190f33

--------Contract No

7 Section 10 is amended and restated in its entirety as follows

TAXES Payment of all applicable federal state and local taxes excluding those based on Contractors net income shall be the sole responsibility of the County unless proper exemption documentation is provided to the Contractor

8 Section 11 is amended and restated in its entirety as follows

OWNERSHIP OF DOCUMENTS Ownership of any Materials provided under this Agreement shall be as provided for in the Additional Provisions

9 Section 12 is amended and restated in its entirety as follows

CONFLICT OF INTEREST CONFIDENTIALITY The Contractor covenants that to the best of its knowledge and belief it presently has no interest and shall not have any interest direct or indirect which would conflict in any manner with the performance of services required under this Agreement Without limitation Contractor represents to and agrees with the County that Contractor has no present and will have no future conflict of interest between providing the County services hereunder and any other person or entity (including but not limited to any federal or state wildlife environmental or regulatory agency) which has any interest adverse or potentially adverse to the County as determined in the reasonable judgment of the Board of Supervisors of the County

10 Section 15( c) is amended and restated in its entirety as follows

c If requested to do so by the County Contractor shall provide the County with access to copies of all of its records pertaining or relating to its employment practices except to the extent such records or portions of such records are confidential or privileged under state or federal law andor in accordance with Contractors policies andor procedures

11 Section 16 is amended and restated in its entirety as follows

DRUG-FREE WORKPLACE Contractor and Contractors employees shall comply with the Countys policy ofmaintaining a drug-free workplace Neither Contractor nor Contractors employees shall unlawfully manufacture distribute dispense possess or use controlled substances as defined in 21 US Code sect 812 including but not limited to marijuana heroin cocaine and amphetamines at any County facility or work site If Contractor or any employee of Contractor is convicted or pleads nolo contendere to a criminal drug statute violation occurring at a County facility or work site the Contractor within five days thereafter shall notify the head of the County departmentagency for which the contract services are performed

200f33

Contract No ________

12 Section 17 is amended and restated in its entirety as follows

AUDITS ACCESS TO RECORDS The Contractor shall make available to the County its authorized agents officers or employees for examination any and all project records evidencing or relating to the expenditures and disbursements charged to the County and shall furnish to the County its authorized agents officers or employees such other evidence or information as the County may require with regard to any such expenditure or disbursement charged by the Contractor

If such project records are not kept and maintained by Contractor within the County of Alameda California Contractor shall upon request of the County makesuch project records available to the County for inspection at a location within County Contractor shall provide such assistance as may be reasonably required in the course of such inspection The County further reserves the right to examine and reexamine said project records during the three (3) year period following termination of this Agreement or completion of all work hereunder and the Contractor shall in no event dispose of destroy alter or mutilate said project records whatsoever for three (3) years after the County makes the final or last payment or within three (3) years after any pending issues between the County and Contractor with respect to this Agreement are closed whichever is later Notwithstanding anything else contained herein as in regards to this project in no event shall Contractor provide any confidential financial information including but not limited to cost or pricing methodologies overheads profit margins internal audit results or employee records

13 Section 18 is deleted in its entirety

14 Section 20 is amended and restated in its entirety as follows

TERMINATION The County has and reserves the right to terminate or abandon the execution of any work by the Contractor without cause at any time upon giving to the Contractor thirty (30) days prior written notice In the event that the County should terminate the Contractors work the Contractor shall be entitled to payment for services provided hereunder prior to the effective date of said termination Said payment shall be computed in accordance with Exhibit B hereto provided that the maximum amount payable to Contractor for its IBM Education Pack Services shall not exceed $14994000 payment for services provided hereunder prior to the effective date of said termination

210f33

--------Contract No

15 Section 22 is deleted in its entirety IBM does not anticipate any hiring with this education effort based upon IBMs global HR policies and procedures

16 Section 30 is amended and restated in its entirety as follows

SUBCONTRACTINGASSIGNMENT Contractor shall not subcontract assign or delegate any portion of this Agreement or any duties or obligations hereunder without providing the County with prior written notification

a Neither party shall on the basis of this Agreement contract on behalf of or in the name of the other party Any agreement that violates this Section shall confer no rights on any party and shall be null and void

b Contractor shall remain fully responsible for compliance by its subcontractors with all the terms of this Agreement in the performance of the services by such subcontractors regardless of the terms of any agreement between Contractor and its subcontractors

17 Section 33 PATENT AND COpy INDEMNITY is deleted in its entirety and will be governed by the terms and conditions as stated in APPENDIX A IBM Education Pack online account

County Counsel Signature ~ b ~)lto

220f33

Contract No ________

EXIDBITA DEFINITION OF SERVICES

Project IBM Education Pack - online account

Service The contractor will set up an IBM Education Pack - online account for Alameda County Social Services Agency A total value offering of $17640000 to be placed immediately in the IBM Education Pack - online account for a price of$14994000

bull Alameda County Social Services Agency will use the IBM Education Pack - online account discounted dollars to purchase IBM Training public and private courses IBM Technical Conferences designated by IBM Training and offered in the United States IBM Training self paced virtual classes at the regular retail price in effect at the time ofeach such purchase The account is available for use to train any employee of the Alameda County Social Services Agency These dollars can not be used in combination with any other discounts promotions or separately negotiated special rates (Refer to Appendix A - IBM Education Pack -online account Terms and Conditions)

bull IBM will invoice Alameda County Social Services Agency upon signing ofthis Agreement Information will be supplied identifying a user id and password for monitoring the online account Invoices are due in accordance with Exhibit B

bull This account is valid for twelve (12) months from the date it is first activated on 31112 The requested start date may be no later than sixty (60) days from the signing ofthis Agreement Any remaining balance at the end oftwelve (12) months will expire and is non-refundable

230f33

Contract No ________

APPENDIX A

IBM Education Pack -online account

Terms and conditions

Alameda County Social Services Agency is entitled to the discounting as described below

IBM Education Pack -online account -general terms and conditions

The ffiM Education Pack -online account is an electronic account you fund with training dollars to be used for ffiM Training offerings The account offers two options for funding which are $100 increments and preset amounts

Precision paymentplan with flexible levels in $JOO increments Value of 5100 increments Your Savings USD 52500 -59900 25-99 0010 USD 510000 -524~00 100 -249 5 USD 525000 -549900 250 -499 10010 USD 550000 -599~00 500 -999 11 USD 5100000 + 1000+ 12

Pre-set amOlmts are available in packages Value Your Price Your Savings USD52500 USD $2500 0010 USD 510000 USD $9500 5 USD525OOO USD22500 10 USDS50000 USD $44500 11 USD 5100000 USD $88000 12

1 The ffiM Education Pack -online account training dollars are valid for 12 months and are nonshyrefundable The ffiM Education Pack -online account can be used by one or more individuals in your organization

2 The ffiM Education Pack online account is valid for 12 months and extensions are prohibited 3 The activation date for the ffiM Education Pack -online account is the date ffiM Training receives the

application and billing information unless an alternate activation date is requested at the time the application is submitted An activation date of up to 60 days from the date of the application may be selected if indicated on the initial order form

4 The ffiM Education Pack -online account can be used for ffiM public courses private on-site courses instructor mentoring and most conferences designated by ffiM Training and offered in the US The ffiM Education Pack -online account may also be used for most ffiM e-Iearning designated by ffiM Training When using the ffiM Education Pack -online account to pay for a private onsite class you may use the training dollar vouchers for the class tuition instructor travel and living equipment and classroom rentals if applicable

5 When using the ffiM Education Pack online account to pay for a conference the funds may be used for conference tuition and some associated education sessions designated by ffiM Training

6 The ffiM Education Pack - online account cannot be used for classes or conferences which occur beyond the expiration date of the account funds The funds must be valid on the first day of the class or

240f33

Contract No _________

conference regardless of the date ofyour enrollment 7 Certain IBM Training courses may be excluded from this program To determine which IBM Training

courses are eligible for the program and which are excluded access our online catalog via the World Wide Web at ibncQmtrainingus to view IBM Training public course descriptions and conference scheduJes or contact 1800-IBM-TEACH (1-800-426-8322)

8 You must enroll in each individual course or conference prior to attending All enrollments in courses or conferences are subject to availability Enrollments and purchases must be guaranteed by an alternate method ofpayment You must check the IBM Education Pack online account box on the enrollment form Ifyou enroll by phone you must indicate you are using IBM Education Pack - online account funds to properly flag your enrollment record

9 To use your IBM Education Pack -online account funds you must debit your account PRIOR to the start ofthe course or conference by creating a voucher and submitting it online Each account voucher must be completed with Alameda County Social Services Agency number Alameda County Social Services Agency name and offering identification You must create a unique voucher for each individual enrollment or offering you purchase

10 The purchase of an IBM Education Pack -online account does not guarantee that a class will be held in a specific location

11 Ifyour enrollment status changes due to any cancellations you must access your IBM Education Pack online account and void applicable vouchers to return unused funds to your account balance The IBM Education Pack online account will not automatically update

12 The IBM Education Pack -online account is password protected IBM Training is not responsible for the misuse ofIBM Education Pack -online accounts

B Once the IBM Education Pack -online account is debited by creating a voucher for the offering your invoice will be credited for the value submitted up to 100010 of the course or conference tuition or other valid offering purchased If the amount of the created voucher from the IBM Education Pack-online account does not cover the entire tuition of the eligible IBM Training offering you will be billed the difference Ifyour IBM Education Pack -online account is not debited a bill for the offering will be sent

14 IBM Education Pack -online account cannot be used to pay for offerings that have already been billed or applied to previously taken courses

15 Once the IBM Education Pack -online account has been debited training dollars cannot be reapplied to the IBM Education Pack -online account

16 IBM Education Pack -online account training dollars cannot be combined with any other discounts offers programs coupons or promotions

17 IBM Education Pack -online account training dollars cannot be used to purchase additional IBM Education Packs -online accounts or other discount offerings

18 The No-Show and Cancellation policies apply and a bill for the full course or conference tuition will be sent if a student fails to attend or to cancel within the required period for a course or conference To use IBM Education Pack -online account training dollars to pay a No-Show or late cancellation bill send an e-mail to edpack(ZVusibmcom for processing instructions

19 IBM Education Pack -online account cannot be used to pay for IBM Training services engagements 20 Prices ofthis program and eligible offerings are subject to change without notice 21 Course and conference schedules are subject to change without notice 22 The IBM Education Pack -online account can only be resold by authorized IBM Business Partners

250f33

Contract No _________

Terms and conditions

IBM agreementor courses and education nuderitds

CUITent as of 01 Jan 2011

The following terms apply to I) enrollment in classes offered by ffiM and 2) orders for ffiMs education materials These tenus along with any applicable license agreement are the complete agreement between us regarding the courses or education materials we provide and replace any prior oral or written communications between us Attendance at a class or your use of any education materials constitutes your agreement to these tenus and conditions Occasionally we have offerings with additional or different terms and conditions If so we will provide those terms and conditions to you For example conference tenus and conditions are outlined in the conference registration section of the conference website or in the conference brochure for the event

Coulses and education mateais

We list our generally available courses and education materials in various IDM Catalogs ofEducation (Catalog) which we publish from time to time We may add or withdraw courses and education materials at any time without notice

Scheduling dasses

We will specify the dates of public classes Private or on-site classes will be scheduled by mutual agreement We may cancel any scheduled class on notice If we cancel a class for which you have prepaid we will refund the price you paid

Accommodations for students with disabilities

IDM locations are accessible for students with disabilities If reasonable accommodations are required for an individual with a disability please advise IDM of the accommodations in advance

Pces and payment

Prices for public classes will be those in effect on the date the class begins Prices include the use of required education materials and machines They do not include taxes or student travel and living expenses IDM reserves the right to increase prices at any time without prior notification Prices for private or on-site classes will be established based on your requirements Additional charges may apply such as instructor travel and living expenses facilities and remote lab support You agree to pay amounts due including applicable taxes and any late payment fees as we specify in the invoice Conference cancellation charges will be specified on the conference website or in the conference brochure for the event

Cancellation charges

Effective January 1 2011

You will be charged the full price of a public class ifyou do not cancel or reschedule your enrollment at least fourteen calendar days prior to the scheduled start date or ifyou do not show up for the class

260f33

Contract No _________

However you may cancel your class enrollment at any time within the three days following your initial or any rescheduled enrollment date without charge

Ifyou cancel a private or on-site class within seven calendar days prior to the scheduled start date you will be billed the full price ofthe class ifyou cancel between eight and fifteen calendar days prior to the scheduled start date you will be billed 25 of the full price and ifyou cancel between sixteen and twentyshyone calendar days prior to the scheduled start date you will be billed lOO of the full price Cancellation of a private or on-site class more than twenty-one calendar days prior to the scheduled start date may be made without charge

Conference cancellation charges will be specified on the conference Web site or in the conference brochure for the event

Self-Paced Virtual Oasses and Web-Based Training Classes

You may not cancel once you submit an order for a Self-Paced Virtual Class or a Web-Based Training Class Once you submit the order you are responsible to pay the entire course price

Online Enrollment Before you submit your order review the machine requirements listed in the course description to ensure that your system meets the minimum requirements for this course After you submit the on-line order form you should receive a confirmation e-mail with communication about your ID and password and additional instructions to start the course You are billed for the course when you submit the order form

Once you receive your ID and Password you will be given a period of time to complete the course Please refer to the course description for specifics regarding your registered course ONCE YOU SUBMIT YOUR ORDER WE WILL NOT BE ABLE TO CANCEL THE ORDER

Patents and copyrights

Ifa third party claims that the education materials we provide to you infringe that partys patent or copyright we will defend you against that claim at our expense and pay all costs damages and attorneys fees that a court finally awards provided that you

1 promptly notify us in writing of the claim and 2 allow us to controL and cooperate with us in the defense and any related settlement negotiations

Ifsuch a claim is made or appears likely to be made you agree to permit us to enable you to continue to use the education materials or to modify or replace them Ifwe determine that none of these alternatives is reasonably available you agree to return the education materials to us on our written request We will then give you an appropriate credit for the returned materials

This is our entire ob1igation to you regarding any claim of infringement

We have no obligation regarding any claim based on your modification of education materials

27of33

Contract No ________

limitation of liability

Circumstances may arise where because of a default on our part or other liability you are entitled to recover damages from us In each such instance except for the payments referred to in our patent and copyright terms described above and damages for bodily injury (including death) and damage to real property and tangible personal property for which mM is legally Hable we are liable only for the charges for the class or education material that is the subject of the claim

This limit also applies to any ofour subcontractors It is the maximum for which we are collectively responsible

Items for which we are not liable Under no circumstances are we or our subcontractors liable for any of the following

] third-party claims against you for losses or damages (except as described above in the section entitled Patents and Copyrights and damages for bodily injury (including death) and damage to real property and tangible personal property for which mM is legally liable)

2 loss of or damage to your records or data or 3 special incidental or indirect damages or for any economic consequential damages (including lost

profits or savings) even ifwe are informed oftheir possibility

license

Any machine readable education materials that we provide to you will be subject to the terms and conditions ofa license agreement We will inform you of the applicable agreement

Warranty

THERE ARE NO EXPRESS WARRANTIES EXCEPT THOSE CONTAINED HEREIN OR IN ANY APPUCABLE UCENSE AGREEMENT THERE ARE NO IMPUED WARRANTIES INCLUDING BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE WE MAKE NO WARRANTY AS TO RESULTS TO BE ATTAINED BY ATTENDING OUR CLASSES OR USING OUR EDUCATION MATERIALS

Changes to this agreement

We may modifY these terms and conditions on written notice The modified terms and conditions will apply to your enrollment or order unless you cancel such enrollment or order prior to the effective date Otherwise for a change to be valid both of us must sign it Additional or different terms and conditions in any order or communication from you are void

General

bull You agree not to copy our copyrighted material without our prior written consent bull You agree not to use recording equipment in our classes without our prior written consent bull You agree not to use our trademarks trade names or other designations in any promotion or publication without our prior written consent bull You agree not to assign or otherwise transfer your rights under this Agreement without our prior

28of33

Contract No ________

written consent Any attempt to do so is void bull Neither of us is responsible for failure to fulfill any obligations due to causes beyond its control bull Neither ofus will bring a legal action (under this Agreement) more than two years after the cause of action arose bull Any terms of this Agreement which by their nature extend beyond its termination remain in effect until fulfilled and apply to respective successors and assignees

290f33

Contract No ________

EXHIBITB PAYMENT TERMS

1 The tenn ofthis Agreement is March 1 2012 through March 31 2013

2 Total payment under the tenns of this Agreement will not exceed the total amount of $14994000 This cost includes all taxes and all other charges

3 Invoices to County are due upon receipt of invoice and payable within thirty (30) days from receipt of invoice

The contractor will set up an mM Education Pack - online account for Alameda County Social Services Agency A total value offering of $1 7640000 to be placed immediately in the mM Education Pack - online account for a price of $14994000

4 Invoices will be approved by the Alameda County Social Services Agency Contract Liaison

5 Contractor shall submit invoice as required to

Alameda county Social Services Agency 2000 San Pablo Ave 4th floor

Oakland CA 94612 Attn Jerome Graham

300f33

C

EXHIBITC COUNTY OF ALAMEDA MINIMUM INSURANCE REQUIREMENTS

Wi1hout limiting MY other obligation or liabilily under this Agreement he Contractor at its sole rost and expense shall secure and keep in force he entire term of he as be he insuranre limits and endorsements

Commercial General Uability Premises Liability Products and Completed Operations Contractual

Personal and liabi B Commercial or Business Automobile Liability

All owned vehicles hired or leased vehicles non-owned borrowed and permissive uses Personal Automobile Liability is acceptable for individual contractors with no related activities Workers Compensation (WC) and Employers Uability (EL)

for all contractors with eml)Jovees

o Endorsements and Conditions

$1000000 per occurrence (CSl) Bodily Injury and Property Damage

$1000000 per occurrence (CSL) My Auto Bodily Injury and Property Damage

or disease

1 ADDmONAL INSURED All insurance required above with the exception of Personal Automobile LiabilityI Workers Compensation and Employers Liability shall be endorsed to name as additional insured County of Alameda its Board of SUpervisors the individual members thereof and all County officers agents employees and representatives

2 DURATION OF COVERAGE All required insurance shall be maintained during the entire term of the Agreement with the following exception Insurance policies and coverage(s) written on aclaims-made basis shall be maintained during the entire term of the Agreement and until 1year following expiration of the Agreemen~ as long as such coverage remains commercially available in the market place

3 REDUCTION OR UMIT OF OBLIGATION The insurance policies provided for in Aand Babove shall be primary and non contributory only with respect to liability arising out of this Agreement Pursuant to the provisions of this Agreement insurance effected or procured by the Contractor shall not reduce or limit Contractors contractual obligation to indemnify and defend the Indemnified Parties

4 INSURER ANANCIAL RAnNG Insurance shall be maintained through an insurer with aAM Best Rating of no less than AshyVlI or equivalen~ and shall be admitted to the State of California unless otherwise waived by Risk Management Acceptance of Contractors insurance by County shall not relieve or decrease the liability of Contractor hereunder My deductible or selfshyinsured retention amount or other similar obligation under the policies shall be the sole responsibility of the Contractor

S SUBCONTRACTORS Contractor shall include all subcontractors as an insured (covered party) under its policies or shall furnish separate certificates and endorsements for each subcontractor All coverages for subcontractors shall be subject to all of the requirements stated herein

6 JOINT VENTURES If Contractor is an association partnership or other joint business venture required insurance shall be provided by anyone of the following methods

- Separate insurance policies issued for each individual entity with each entity included as aNamed Insured (covered party) or at minimum named as an Additional Insured on the others policies Joint insurance program with the association partnership or other joint business venture included as a Named Insured

7 CANCELLATION OF INSURANCE Should any of the above described policies be cancelled before the expiration date thereof notice will be delivered in accordance with the policy provisions

8 CERTIACATE OF INSURANCE Before commencing operations under this Agreemen~ Contractor shall provide Certificate(s) of Insurance and applicable insurance endorsements in form and satisfactory to County evidencing that all required insurance coverage is in effect The County reserves the rights to require the Contractor to provide complete certified copies of all required insurance policies The require certificate(s) and endorsements must be sent to

- DepartmentAgency issuing the contract With acopy to the Contracts Office (2000 San Pablo Ave 4th floor Oakland CA 94612)

Certificate C-1 Form 2001-1

31of33

________________________________ _

Contract No ________

EXHIBITD

COUNTY OF ALAMEDA DEBARMENT AND SUSPENSION CERTIFICATION

(Applicable to all agreements funded in part or whole with federal funds and contracts over $25000)

The contractor under penalty of perjury certifies that except as noted below contractor its principals and any named and unnamed subcontractor

bull Is not currently under suspension debarment voluntary exclusion or

determination of ineligibility by any federal agency

bull Has not been suspended debarred voluntarily excluded or determined

ineligible by any federal agency within the past three years

bull Does not have a proposed debarment pending and

bull Has not been indicted convicted or had a civil judgment rendered against it by

a court of competent jurisdiction in any matter involving fraud or official

misconduct within the past three years

If there are any exceptions to this certification insert the exceptions in the following space

Exceptions will not necessarily result in denial of award but will be considered in determining contractor responsibility For any exception noted above indicate belOw to whom it applies initiating agency and dates of action

Notes Providing false information may result in criminal prosecution or administrative sanctions The above certification is part of the Standard Services Agreement Signing this Standard Services Agreement on the signature portion thereof shall also constitute signature of this Certification

CONTRACTOR __~~__L-

PRINCIPAL~~---ll-I-L-_o_--GlI_V__f___ TITLE~~)(UltJ~ltCJJ St(

SIGNATURE~-+-----=----____ DATEcl ~ (jJ~

32of33

Contract No _______

EXHmITE

COUNTY OF ALAMEDA CONTRACT COMPLIANCE REPORTING REQUIREMENTS

Upon receipt of signed contract documents prime contractor shall immediately enterassign subcontractors in the Syste~ confum payments received from the County within 5 business days in the Syste~ immediately enter payments made to subcontractors and ensure that subcontractors confirm they received payments within 5 business days in the System Subcontractors shall confirm their payments received from the prime contractor within 5 business days in the System

Alameda County Contract Compliance System training and ongoing support are provided at no charge to contractors and participating sub-contractors awarded a contract as a result of this bid process for this project Contractors having contracts with the County should schedule a representative from their officecompany along with each of their subcontractors to attend training The training schedule may be viewed online at httpwwwelationsyscomelatiollsysisupport lhtm or call Elation Systems at (510) 764shy1870 A special access code will be provided to contractors and subcontractors participating in this contract awarded to allow use of the System free of charge

It is the Contractors responsibility to ensure that they and their subcontractors are registered and trained as required to utilize the Alameda County Contract Compliance System Training sessions are approximately one hour and will be held periodically in a number of locations throughout Alameda COWlty

330f33

DATE MDDIYYYYCERTIFICATE OF LIABILITY INSURANCE 211012012

THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMA11ON ONLY AND CONFERS NO RIGHTS UPON TtE CERTFICATE HOLDER THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND EXTEND OR AtTER THE COVERAGE AFFORDED BY THE POUCIES BELOW THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BElWEEN THE ISSUING INSURER(S) AUTHORIZED REPRESENTATIVE OR PRODUCER AND TtE CERTIFICATE HOLDER

IMPORTANT If the certificate holder is an ADDmONAL INSURED the policy(ies) must be endorsed If SUBROGATION IS WAIVED subject to the terms and conditions ofthe policy certain policies may require an endorsement A statement on this certificate does not confer rights to the certificate holder in lieu of such enciorseme s

PROOUCER

Aon Risk Services Northeast Inc 199 Water Street New York NY 10038 Phone 8662667475 Fax 8664677847 AFFORDING COVERAGE HAIC INSURED COMPANY A ACE American Insurance Company

lnIemationaI Business -4achines Corp amp My Other Subsidiary Corp Owned 01 ConIrDlled by the Insured 1 New Orohan Road Armonk NY 10504 United Slates

INSUR

COVERAGES CERllFICATE NUMBER154795 REVISION NUMBER THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED NOTWITHSTANDING ANY REQUIREMENT TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO VllHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS EXCLUSIONS AND CONDITIONS OF SUCH POLICIES LlMrTS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS

INSR (fiUCf EFF POUCfEXPLTR TYPE OF INSURANCE POLICY NUMBER til UMITS

A GENERAL UABIUTY HDOG25529236 5212011 1512112012 EACH OCCURRENCE $1OQMQQ--shy~~ X COMMERCIAl GENERAl LIABILITY PREMISE$Ea ~~ncel 11000 000 = CLAIUS-MAOE [KJ OCCUR UED EXP (Anyone person) S2500000

- I PERSONAl amp ArN INJURY $1000000-

-- ~GENERAL AGGREGotTE $1000000

~L AGGREr9L1MIT ArPER i PROOUCTS-COMP~AGG $1000000

POLICY ~ LOG I i A AUlOIIOBILE UABlUlY ISAH08635948 51212011 51212012 COMBINED SINGLE LIMIT

51000000---shy (Eaarridentll2t ANY AUTO BOOIL Y INJURY (Per personl ALL OWNEO AUTOS f-shy

- ~LY INJURY (Peracddenl) SCHEDULED AUTOS PROPERTY DAMAGE-

- HIREOAUTOS i(Per_) r-middotmiddotmiddotmiddotmiddot

--shy ~AUTOS

I I UlIBRElILA UAB

I

Irl OCCUR i EACH OCCURRENCE

~

EXCESSUAS ~~ CLAIMS-MAOE AGGREGATE

- DEDUCTIBlE

IRETEImON $ WORIltERS COIIPENSA11ON i I~~Ullis I IdegJrANDEMPLOYERSUABUTY YIN shy

ANY PROPRIETORiPARTNERIEXECUTlVE D NIA

I

EL EACH ACCIDENT OFFlCERMEIBIR EXaUOED

I EL DISEASE - EA EMPLOYEE m(MIndaIoIy In NHI

~~~~~TIONSbel i EL OISEASEmiddot POLICY LIMIT

i i I I DESCRIP110N OF OPERATION$ LOCATION$I YEHlCLES Aflach ACORD 101 AcldiUoMlRemrb $chedm is ngtqulroocl)

Please see page 2 for any additional language

CERllFICATE HOLDER CANCELLAllON

Alameda County Department of Social Services 2000 San Pablo Ave Oakland CA 94612 United States

SHOULD ANY OF 1ME ABOVE DESCRIBED POLICIES BE CANCE1lED BEFORE lHE EXPlRA110N DATE lHEREOF NOnce WILL BE DElNERED IN ACCORDANCe WFTH lHE POLICY PROVISIONS

I

AUTHORIZED REPRESENTAlIYE

AuIhcfized ReJgtresenlatve ~_yen~ ~~~~~bullw __ J_ PIaI Risk SenIkes NonheasI Inc

ISgt 1988-2009 ACORD CORPORATION AI righIs reserved

ACORD 25 (2009101 The ACORD name and logo are registered marks ofACORD Page 1 of2

ADDITIONAL REMARKS SCHEDULE AGENCY

Aon Risk Services Northeast Inc 199 Water Street New York NY 10038 Phone 8662667475 Fax 8664677847

NAIlED INSURED IntemaUonal Business Machines CoIp amp Ally Other SubsidiaIy CoIp Owned Of Contro8ed by lIle Insured 1 New Ordlard Road Armonk NY 10504 United Slates

EFFECTIVE DATE

ADDITIONAL REMARKS

THIS ADDITIONAL REMARKS FORM IS A SCHEDULE TO ACORD FORM

FORM NUMBER 25 FORM TITLE CERTIFICATE OF LIABILITY INSURANCE

[Alameda County Department of SOcial Services County of Alameda its Board of SUpervisors the individual members hereof and all County officers agents employees and representatives are hereby named as additional insureds on

General Liability policies but only to the extent that their interest may appear

Additional Language The insurance coverage provided for herein shall be primary and non contributory only wi1h respect to liabHity arising out of this Agreement with respect to liabHity arising out of IBMs negligence and as respects this contract only

Project IBM Education Pack Services

If there is a question regarding this certificate please contact Edward DiNardo (Email dinardoeusibmcom Phone 916-567-2922)

~ operations incidental to the conduct of insureds business in the United States of America

ACORD 101 (2008101) 2008 ACORD CORPORA nON All rights reserved The ACORD name and logo are registered marks of ACORD

Page 20f2

tC~RiJ CERTIFICATE OF LIABILITY INSURANCE I DlTE 1I1IfDOIYYYY)

21102012

THIS CERnFICATE IS ISSUED AS A MATTER OF INFORMA nON ONLY AND CONFERS NO RIGHTS UPON TIE CERTIFICATE HOLDER THIS CERnFICATE DOES NOT AFFlRMAnvaY OR NEGAnVELY AMEND EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POUCIES BELOW THIS CERnFICATE OF INSURANCE DOES NOT CONSTITUlE A CONTRACT BETWEEN THE ISSUING INSURER(S) AUTHORIZED REPRESENTAnVE OR PRODUCER AND TIE CERTIFICATE HOLDER

IMPORTANT Iftlle certifieate holder is an ADDITIONAL INSURED the policy(ies) must be endorsed If SUBROGAnON IS WAIVED subject to the terms and conditions of the policy certain policies may require an endorsement A statement on this certifICate does not confer rights to the certificate holder in lieu of such endorsement(s)

PRODUCER =~NT Aon Risk Services Northeast Inc 1pound Ir~No)199 Water Street New York NY 10038 Phone 8662667475 Fax 8664677847 INSURER(S) AFFORDING COIlERAGE HAIC

INSURED COMPNff A liberty Insurance Corporal

International Business Madlines CoqJ COMNoIY B liberty MulJaIII1SUrIIIIlt8 CcrIyengtany 1 New Ord1ard Road COMNoIY Co National Union Fino ance Company d 1IIIsbtJrgh PA Amlonk NY 10504 United Stales

COVERAGES CERT1FICATE NUMBER154796 REVISION NUMBER- THIS IS TO CERTIFY THAT THE POlICIES OF INSURANCE LISTED BEleW HAVE BEEN ISSueD TO THE INSUREO NAMED ABOVE FOR THE POlICY PERIOD INDICATED NOTWITHSTANDING ANY REQUIREMENT TERM OR CONDITION OF ANY COOTRACT OR OTHER DOCUMENT 1MTH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN THE INSURANCE AFFORDEO BY THE POLICIES DESCRIBEO HEREIN IS SUBJECT TO ALL THE TERMS EXCLUSIONS AND CONDITIONS OF SUCH POliCIES LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID ClAIMS

11tf TYPE OF INSURANCE IIHSR IWVD POLICY NIMIIER ~1fgtUCYEXP UIlITS

GENERAl UAaUlY I EACH OCCURRENCE

COMMERCIAL GENERAl LiABlLI1Y ~~~e~~nce) CLAIMS-MADE D OCCUR MED EXP (Anyone fgten)

PERSONAl amp AlN INJURY

GENERAl AGGREGATE

ESPER ~CT5 - calpop AGG

nLOC AIlOIIOIlILE UAaUlY COMBINED SINGLE LIMIT - (Ea 8Cdde1t)

ANY AUTO BOOI L Y INJURY (Per fgte11lOt)-shy

ALL OWNED AUTOS BODILY INJURY (Per accident)-

- SCHEDULED AUTOS PROPERTY DAMAGE

HIRED AUTOS (Per accident) -

NON-OWNED AUTOS - ~

UIIBRELlA UAB HOCCUR

EACH OCCURRENCE-EXCESSUAB CLAIMS-MADE AGGREGATE

---- DEDUCTIBLE

A WORKERS COIIPENSAllON WA7-6I)()0415ef4Z AOSPRNYlshy 11112012 1III2OIa X I T~~JWs I IO~A AND EMPLOYERS UAaUlY WA7-62D-laquol41SHi12 IYil 11112012 11112013 A YIM WC1~I-ltIOU5amp-I52 (OR WI) 11112012 11112013 $100000A ANY PROIRIETORIPARTNERlEXECUTIVE ~

MIA ~1_ExaNOHl 11112012 11112013 EL EACH ACCIDENT OFACERIMEI4BER EXClUDEDI (Mandatory In NKI

BH2HIC14158-1M2(V1) 11112012 11112013 EL DISEASE- EA EMPLOYEE $1ooampQQc 83-118922 a-) 11112012 IttrlO13

bull ~~~OPERATIONSIlet_ EL DISEASE POliCY LIMIT $100000

bull

DESCRIPllON OF OPERATIONS I LOCAnONS I VEHICLES (Attech ACORD 101 MdIlloMI Renlarlc8lchedule r mono fMICI Is required)

bullbull Includes EL coverage for monopolistic states NO PR WA WY

Please see page 2 for any additional language

CERT1FICATE HOLDER CANCELLATlON

Alameda County Department of Social Services 2000 San Pablo Ave Oakland CA 94612 United States

SHOULD Atlaquo OF THE ABOVE DESCRI8ED POUCIES BE CANCELLED BEFORE THE EXPIRATION DATE 1lIEREOF NOTICE WILL BE DELIVERED IN ACCORDANCE WrrH THE POLICY PROVISIONS

I

AUTHOIIZED REPRESEHTA1IYE

IIiutJori2od ~ smiddot~ _~4-~(~--w ___ --~~ -~kin Risk SeNices Nor1heast Inc

copy 1881-2009 ACORD CORPORA TlON An nghts reserved ACORD 26 (2009109) The ACORD name and logo are registered marks ofACORD

Page 1 of 2

ADDITIONAL REMARKS SCHEDULE AGENCY

ADo Risk Services Northeast Inc 199 Water Street New York NY 10038 Phone 8662667475 Fax 8664677847

NAIlED INSURED International Business Machines Corp 1 New Onhani Road Armonk NY 10504 United states

EFFECTIVE MTE

ADDmONAL REMARKS

THIS ADDITIONAL REMARKS FORM IS A SCHEDULE TO ACORD FORM

FORM NUMBER 25 FORM 11TLE CERTIFICATE OF LIABILITY INSURANCE

Project IBM Education Pack Services

Ifthere is a question regarding this certificate please contact Edward DiNardo (Email dinardoeusibmcom Phone 916-567-2922)

All operations incidental to the conduct of insureds business in the United States of America

ACORD 101 (2008101) C 2008 ACORD CORPORATION All rights reserved The ACORD name and logo are registered mal1ls of ACORD

Page 20f2

AKl K NAKAO Director

G~-r)ipDecember 5 2011

DEC 08 lOl1 TO Caroline Judy Assistant Direltltor GSA

RECE~vED FROM Tudor S Mosu Procurement Specialist n

SUBJECf Finding ofNon-Competition bull Sote Source 2084 Purchase from International Business Machines Corp Sacramento CA

This is to document my finding that competitive bidding is not possible for the purchase ofall IBM Education Pack in tho amount oUI 4994000 for the Social Services Agency (SSA) Infonnation Systems Department and therefore the Departmental Justification to Request a Waiver ofCounty Competitive Bidding Requirement copy attached is approved

In accordance with the County Administrative Code Section 412010 entitled UPurchases to be by Competitive Quotation all purchases of and contracts for materials supplies services fwnishings equipment livestock and other personal property shall be based wherever possible on competitive quotations

I have reviewed and researched the product and marketplace Based on my research ofthe departmental justifi~tion and internet I have detennined the requested product and supplier cannot be substituted and satisfy the Countys requirements International Business Machines Corp (IBM) is the only vendor capable to provide an online account to be used for IBM private courses at SSA on WM business intelligence data warehouse reporting classes IBM will add the SSA content customized to the training environment using Cognos Framework Manager and will provide a suite oftraining public and private courses technical conferences and selfmiddotpaced virtual classes This sole source request was posted on the County website for ten (10) business days and no other proposal was received Therefore competitive quotations are not possible and the request is recommended for your approval

The Social Services Agency is to obtain Board approval for services that exceed $25000 requesting authorization from the President of the Board to sign the contract or approve the purchase The Auditor-Controller issues Board signed contracts and Board approved purchase orders and purchase order changes withwithout signed contracts

te IIktt II Peill-o ValenciaDeputy Direct6rlDate

GSA Office ofAcquisition Policy

SLEB Compliant ______

Date~~~~_________ Director GSA

Attachment(s)

1401 LAKISIDE DRIVU SUITL 907 OAKLND CALIFORNIA 94612 PHmr 5102989600 [AX 5[02089626 wwwlt5(itnc~ovorg

GSA Sole Source Procurements - Alameda County Page lof2o Ala~~da co~ntys Offl~lal ~ebslte Skip County Banner 0 SHARE rJf l

~ go WoOFg i QUick links Citizens Business Seerch aegov IGO I Government Emergencies

GSA Home

Home

Introduction

AwardedClosed Contracts

Current Contracting Opportunltles

Arch 8 Engineering Construction

Sole Source Procurements

Goods 8 Services The contracts described below have been determined to comply with the County Sole Source Policy in ~flesrlonal Services that only a single source is available andor valid sole source exceptions to the competitive process

I-===----f exisl Upcoming ContractIng Opportunities

Arch amp Englnoaring Construction Goods amp Services ProfessIonal ServlceQ

Sole Source Procurements

Highland Project Contracts

AwardedClosedContracts CUlTent Contracting Opportunltles Upcoml Contracting

Contacts Teams

Vendor Info Vendor Guide Vendor Application (Online) Vendor Application

Public Works (PWA) Contracting Opportunities

CDA Construction Contracting Opportunities

StopWasteOrg

Advance NotIce of SoJe Source purchases are posted on-line for a minimum of five (Ii) business days prior to a contract being awarded For any additlonallnformatlon regarding contracts posted on thIs website please contact the appropriate parson listed below Thank you for your interest

Source Contract DescrIption

f1Ef1l Online Training Courses

f1I3JI Repair and Test fIre fighting ProtectiVe Clothing

Electro Shock Guns Cartridges BaHerlee amp Accessories

Estimate Award Date

120212011

11302011

111172011

Contact Person

Tudor S Mosu (510) 208-9614

Tudor S Mosu (510) 208-9614

Tudor S Mosu (510) 208-9614

mhtmIfilelICUserstmosuAppDataLocalMicrosoftWindowsTemporary Internet FilesContentOutlook1OYF6YPOGSA S 1210612011

Alameda County Auclttor-Controller Agencv Office of Contract Compliance OCC

FEDERAL GRANT FUNDS SMALL LOCAL EMERGING BUSINESS (SUI) WAIVER REQUEST

REQUIREDTOSOUCIT BlOSPROPOSALSAND AWARt)AMENO CONTRACTS THAT INCUJDe FtoERAl GRANT FUNDS THAT fROHI51l GIOORAPHICAl PREFERENCE)

mSfCDOfltcompr middot6 bbw and submit fhts form wlfh supporifng doclfrnentaion pecificolty stoHng that geographle preferences om bonnad fer the requetfed procurement to Tcmtnee TRlong Auditor Controller ace a QC 20111 or vIa email tot1Wlmf1lmn9_~99Uponapprovala fampdeKal Fundt WaNer number wm be I$SitEtd This numbM Is a mandatOf) field rGqooed tQ enter Q Procurement CollirUct In ALCOUMt ace wlJi mft-m upprovaill and denkds to tile Requesfing Depmtmem listed belew It IIIIftoI WQJvCW Is to $Cliett bids resubmlt c IOPY of the originally signed form Q nsed to tIWOrdlarYileM eo~ttI~ rlllquired addltlOlQllnfOOYlofl~l (3JiC bllliowl

1 Requasiing Department Ncme~_~~~9______ _~__________

A Contact First and Lost Nome~a~y Chen ___ _____ QiC 20203 __

8 Email Address~~~aOQCVmiddotorg ___ Phone Number ~~~~~ ____ 2 Procu~ement Oescriptlcm To p~asl an IB~~~tl0f~Jntonlln~ account) th~~lIIJr~~~

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3 1~~l9n~ checK aP2rgl~~~QY to fndrcqjg reason forYfaiver re9Y~______---

A 0 SoBd Bids with County Counsel approved modifled SlEB provlslons ___1___L__ ~

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IB II Award Contract wih COllnty COlJnSel OPPlOV(~ modifiampi SlES provIsions J IlL3 I W4livElf hquaat Delfs I

l ControctorNameCitYIM~IaClesett --~------------- iI Total Contract ValtJe $1499~O~ 5 3 fs i

L 3 fpoundlltroct S~ Date ~LJ~)2 U- COltmct End Dote=--zbJ~_IT1- - ~----- --~ -------- C 0 Contract Amendment --1_~J_ Also complete R 11 B2) and B 3) above WaWQr Req~Date

Dnme expiration Dote __~J1_ bull OMoo6Y Increase Amount $___~__~ ----~----~-- shy4 g Check here to in(iicate thai the FedefQ~ regulation Is ofialChed and speciflcally prohibits

geographical preferencs$ rrown he proc)r~met1 described above

Federal Re~Jutotlon NameNumber H~ltht~ S~~~L2~45ER~_~__~_

5 pound1 Che~~k here to lndicats that the Fedarar grant fundi are sub granted or PQssed through the State to the Couniy where State laws prohibit geogroph1cai preferences from the proctffemenf described obove and sub granf documerlts are aHached

State Regulation NomeNum r---=__

6 ---~~~~~~~gt-r--4-----n7io-y----shy r OClte

EPLS Search Results Page 1 of 1

Excluded Parties List System EPLS

Search Results Excluded By Firm Entity or Vessel International Business Machines Corporation

as of 14-Feb-2012 229 PM EST

Your search returned no results

httpsllwwweplsgoveplssearchdo full_name= Intemational+Business+Machines+Corpo 2142012

Contract No _______

of 1964 and that no person shaJL on the grounds ofrace creed color disability sex sexual orientation national origin age religion Vietnam era Veterans status political affiliation or any other non-merit factor be excluded from participation in be denied the benefits of or be otherwise subjected to discrimination wlder this Agreement

a Contractor shall in all solicitations or advertisements for applicants for employment placed as a result of this Agreement state that it is an Equal Opportunity Employer or that all qualified applicants will receive consideration for employment without regard to their race creed color disability sex sexual orientation national origin age religion Vietnam era Veterans status political affiliation or any other non-merit factor

b Contractor shall if requested to so do by the County certify that it has not in the performance of this Agreement discriminated against applicants or employees because of their race creed color disability sex sexual orientation national origin age religion Vietnam era Veterans status political affHiation or any other non-merit factor

c If requested to do so by the COWlty Contractor shall provide the COWlty with access to copies of all of its records pertaining or relating to its employment practices except to the extent such records or portions of such records are confidential or privileged wlder state or federal law

d Contractor shall recruit vigorously and encourage minority - and womenshyowned businesses to bid its subcontracts

e Nothing contained in this Agreement shall be construed in any manner so as to require or permit allY act which is prohibited by law

f The Contractor shall include the provisions set forth ill paragraphs A through E (above) in each of its subcontracts

16 DRUG-FREE WORKPLACE Contractor and Contractors employees shall comply with the Countys policy ofmaintaining a drug-free workplace Neither Contractor nor Contractors employees shall unlawfully manufacture distribute dispense possess or use controlled substances as defined in 21 US Code sect 812 including but not limited to marijuana heroin cocaine and amphetamines at any County facility or work site If Contractor or any employee of Contractor is convicted or pleads nolo contendere to a criminal drug statute violation occurring at a COWlty facility or work site the Contractor within five days thereafter shall notifY the head of the County departmentagency for which the contract services are performed Violation of this provision shall constitute a material breach of this Agreement

11 of 33

Contract No _______

17 AUDITS ACCESS TO RECORDS The Contractor shall make available to the County its authorized agents officers or employees for examination any and all ledgers books of accounts invoices vouchers cancelled checks and other records or documents evidencing or relating to the expenditures and disbursements charged to the County and shall furnish to the County its authorized agents officers or employees such other evidence or information as the County may require with regard to any such expenditure or disbursement charged by the Contractor

The Contractor shall maintain full and adequate records in accordance with County requirements to show the actual costs incurred by the Contractor in the performance of this Agreement If such books and records are not kept and maintained by Contractor within the Cotmty ofAlameda California Contractor shall upon request of the County make such books and records available to the County for inspection at a location within County or Contractor shall pay to the County the reasonable and necessary costs incurred by the County in inspecting Contractors books and records including but not limited to travel lodging and subsistence costs Contractor shall provide such assistance as may be reasonably required in the course of such inspection The County further reserves the right to examine and reexamine said books records and data during the three (3) year period following termination of this Agreement or completion of all work herewlder as evidenced in writing by the County and the Contractor shall in no event dispose of destroy alter or mutilate said books records accounts and data in any manner whatsoever for three (3) years after the County makes the fmal or last payment or within three (3) years after any pending issues between the County and Contractor with respect to this Agreement are closed whichever is later

18 DOCUMENTS AND MATERIALS Contractor shall maintain and make available to County for its inspection and use during the term of this Agreement all Documents and Materials as defmed in Paragraph 11 of this Agreement Contractors obligations WIder the preceding sentence shall continue for three (3) years following termination or expiration of this Agreement or the completion of all work hereunder (as evidenced in writing by County) and Contractor shall in no event dispose of destroy alter or mutilate said Documents and Materials for three (3) years following the Countys last payment to Contractor under this Agreement

19 TIME OF ESSENCE Time is of the essence in respect to all provisions of this Agreement that specify a time for performance provided however that the foregoing shall not be construed to limit or deprive a party ofthe benefits of any grace or use period allowed in this Agreement

20 TERMINATION The County has and reserves the right to suspend terminate or abandon the execution of any work by the Contractor without cause at any time upon giving to the Contractor prior written notice In the event that the County

120f33

Contract No _______

should abandol terminate or suspend the Contractors work the Contractor shall be entitled to payment for services provided hereunder prior to the effective date of said suspensiol termination or abandonment Said payment shall be computed in accordance with Exhibit B hereto provided that the maximum amount payable to Contractor for its ffiM Education Pack Services shall not exceed $14994000 payment for services provided hereunder prior to the effective date of said suspensiol termination or abandonment

21 SMALL LOCAL AND EMERGING BUSINESS (SLEB) PARTICIPATION

Contractor has been approved by County to participate in contract without SLEB participation (Waiver F308A attached) As a result there is no requirement to subcontract with another business in order to satisfy the Countys Small and Emerging Locally owned Business provision

However if circumstances or the terms of the contract should change Contractor may be required to immediately comply with the Countys Small and Emerging Local Business provisions including but not limited to

a Contractor must be a certified small or emerging local business( es) or subcontract a minimum 20 with a certified small or emerging local business(es)

b SLEB subcontractor(s) is independently owned and operated (ie is not owned or operated in any way by Prime) nor do any employees of either entity work for the other

c Small andor Emerging Local Business participation and current SLEB certification status must be maintained for the term of the contract Contractor shall ensure that their own certification status andor that of participating subcontractors (as is applicable) are maintained in compliance with the SLEB Program

d Contractor shall not substitute or add any small andor emerging local business( s) listed in this agreement without prior written approval from the County Said requests to substitute or add a small andor emerging local business shall be submitted in writing to the County department contract representative identified under Item 13 above Contractor will not be able to substitute the subcontractor without prior written approval from the Alameda County Auditor Controller Agency Office of Contract Compliance (OCC)

e All SLEB participatiol except for SLEB prime contractor must be tracked and monitored utilizing the Elation compliance System

13 of 33

Contract No _______

COWIty will be WIder no obligation to pay contractor for the percent committed to a SLEB (whether SLEB is a prime or subcontractor) if the work is not performed by the listed small andor emerging local business

For further information regarding the Small Local Emerging Business participation requirements and utilization of the Alameda COWlty Contract Compliance System contact the COWIty Auditor- Controllers Office ofContract Compliance (OCC) located at 1221 Oak St Rm 249 Oakland CA 94612 at Tel (510) 891-5500 Fax (510) 272-6502 or via E-mail at ACSLEBcomplianceacgovorg

c

22 FIRST SOURCE PROGRAM For contracts over $100000 Contractor shall provide COWIty ten (10) working days to refer to Contractor potential candidates to be considered by Contractor to fill any new or vacant positions that are necessary to fulfill their contractual obligations to the COWIty that Contractor has available during the contract term before advertising to the general public

23 CHOICE OF LAW This Agreement shall be governed by the laws of the State of California

24 WAIVER No waiver of a breach failure of any condition or any right or remedy contained in or granted by the provisions of this Agreement shall be effective wuess it is in writing and signed by the party waiving the breach failure right or remedy No waiver of any breach failure right or remedy shall be deemed a waiver of any other breach failure right or remedy whether or not similar nor shall any waiver constitute a continuing waiver unless the writing so specifies

25 ENTIRE AGREEMENT This Agreement including all attachments exhibits and any other documents specifically incorporated into this Agreement shall constitute the entire agreement between COWIty and Contractor relating to the subject matter of this Agreement As used herein Agreement refers to and includes any documents incorporated herein by reference and any exhibits or attachments This Agreement supersedes and merges all previous WIderstandings and all other agreements written or oral between the parties and sets forth the entire WIderstanding of the parties regarding the subject matter thereof The Agreement may not be modified except by a written document signed by both parties

26 HEADINGS herein are for convenience of reference Oluy and shall in no way affect interpretation of the Agreement

140f33

Contract No _______

27 ADVERTISING OR PUBLICITY Contractor shall not use the name OfCOWIty its officers directors employees or agents in advertising or publicity releases or otherwise without securing the prior written consent of COWIty in each instance

28 MODIFICATION OF AGREEMENT This Agreement may be supplemented amended or modified only by the mutual agreement of the parties No supplement amendment or modification of this Agreement shall be binding wuess it is in writing and signed by authorized representatives of both parties

29 ASSURANCE OF PERFORMANCE If at any time County believes Contractor may not be adequately performing its obligations under this Agreement or that Contractor may fail to complete the Services as required by this Agreement COWIty may request from Contractor prompt written assurances of performance and a written plan acceptable to County to correct the observed deficiencies in Contractors performance Contractor shall provide such written assurances and written plan within ten (10) calendar days of its receipt of Countys request and shall thereafter diligently commence and fully perform such written plan Contractor acknowledges and agrees that any failure to provide such written assurances and written plan within the required time is a material breach under this Agreement

30 SUBCONTRACTINGASSIGNMENT Contractor shall not subcontract assign or delegate any portion of this Agreement or any duties or obligations hereunder without the Countys prior written approval

a Neither party shall on the basis ofthis Agreement contract on behalf ofor in the name of the other party Any agreement that violates this Section shall confer no rights on any party and shall be null and void

b Contractor shall use the subcontractors identified in Exhibit A and shall not substitute subcontractors without Countys prior written approval

c Contractor shall remain fully responsible for compliance by its subcontractors with all the terms ofthis Agreement regardless of the terms of any agreement between Contractor and its subcontractors

31 SURVIVAL The obligations of this Agreement which by their nature would continue beyond the termination on expiration of the Agreement including without limitation the obligations regarding Indemnification (Paragraph 2) Ownership of Documents (Paragraph 11) and Conflict of Interest (Paragraph 12) shall survive termination or expiration

32 SEVERABILITY If a court of competent jurisdiction holds any provision of this Agreement to be illegal unenforceable or invalid in whole or in part for any

150f33

Contract No _______

reason the validity and enforceability of the remaining provisions or portions of them will not be affecteltL unless an essential purpose ofthis Agreement would be defeated by the loss ofthe illegal mlenforceable or invalid provision

33 PATENT AND COPYRIGHT INDEMNITY Contractor represents that it knows ofno allegations claims or threatened claims that the materials services hardware or software (Contractor Products) provided to ComIty under this Agreement infringe any patent copyright or other proprietary right Contractor shall defenltL indemnify and hold harmless ComIty of from and against all losses claims damages liabilities costs expenses and amounts (collectively Losses) arising out of or in connection with an assertion that any Contractor Products or the use thereof infringe any patent copyright or other proprietary right of any third party ComIty will ( 1) notify Contractor promptly of such claim suit or assertion (2) permit Contractor to defend compromise or settle the claim anltL (3) provide on a reasonable basis information to enable Contractor to do so Contractor shall not agree without Countys prior written consent to any settlement which would require County to pay money or perform some affirmative act in order to continue using the Contractor Products

a If Contractor is obligated to defend County pursuant to this Section 33 and fails to do so after reasonable notice from County County may defend itself andor settle such proceeding and Contractor shall pay to ComIty any and all losses damages and expenses (including attorneys fees and costs) incurred in relationship with ComItys defense andor settlement of such proceeding

b hI the case of any such claim of infringement Contractor shall either at its option (1) procure for ComIty the right to continue using the Contractor Products or (2) replace or modify the Contractor Products so that that they become non-infringing but equivalent in functionality and performance

c Notwithstanding this Section 33 ComIty retains the right and ability to defend itself at its own expense against any claims that Contractor Products infringe any patent copyright or other intellectual property right

34 OTHER AGENCIES Other tax supported agencies within the State of California who have not contracted for their own requirements may desire to participate in this contract The Contractor is requested to service these agencies and will be given the opportunity to accept or reject the additional requirements If the Contractor elects to supply other agencies orders will be placed directly by the agency and payments made directly by the agency

35 EXTENSION This agreement may be extended for two additional one year terms by mutual agreement of the ComIty and the Contractor

160f33

Contract No _______

36 SIGNATORY By signing this agreement signatory warrants and represents that heshe executed this Agreement ill hislher authorized capacity and that by hislher signature on this Agreement heshe or the entity upon behalf of which heshe acted executed this Agreement

[END OF GENERAL TERMS AND CONDITIONS]

170f33

--------Contract No

ADDITIONAL PROVISIONS

1 Exhibit E COUNTY OF ALAMEDA CONTRACT COMPLIANCE REPORTING REQUIREMENTS - Not applicable Federal Grant Funds SLEB Waiver approved F308A (attached) Waiver of county competitive bidding requirement approved by GSA (Attached copy of the GSA memo dated on 125111)

2 The IBM Education Pack -online account Program is subject to the terms and conditions of the IBM Agreement for Courses and Education Materials which can be found by accessing the IBM Web site via ibmcomltraininglustermshtmL

3 US County Government Alameda County Social Services Agency Only For US County Government Alameda County Social Services Agency ordering from the IBM GSA IT Schedule Contract Number GS-35F-4984H The terms and conditions of the GSA IT Schedule Contract apply and may be viewed at wwwibmcomleasyaccessgsa

For US County Government Alameda County Social Services Agency placing orders other than via the GSA IT Schedule Contract Terms and conditions equivalent to those contained in IBMs current GSA IT Schedule Contract apply Terms of IBMs current GSA IT Schedule Contract prevail in the event of a conflict with the commercial terms

The following General Terms and Agreement shan be modified as follows

4 Section 1 is amended and restated in its entirety as follows

INDEPENDENT CONTRACTOR No relationship of employer and employee is created by this Agreement it being understood and agreed that Contractor is an independent contractor Contractor is not the agent or employee of the County in any capacity whatsoever and County shall not be liable for any acts or omissions by Contractor nor for any obligations or ~iabilities incurred by Contractor

Contractor shall have no claim under this Agreement or otherwise for seniority vacation time vacation pay sick leave personal time off overtime health insurance medical care hospital care retirement benefits social security disability Workers Compensation or unemployment insurance benefits civil service protection or employee benefits of any kind

Contractor shall be solely liable for and obligated to pay directly all applicable payroll taxes (including federal and state income taxes) or contributions for unemployment insurance or old age pensions or annuities which are imposed by any governmental entity in connection with the labor used or which are measured by wages salaries or other remuneration paid to its officers agents or employees

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180f33

--------Contract No

In carrying out the work contemplated herein Contractor shall comply with all applicable federal and state workers compensation and liability laws and regulations with respect to the officers agents andor employees conducting and participating in the work and agrees that such officers agents andor employees will be considered as independent contractors and shall not be treated or considered in any way as officers agents andor employees of County

Contractor does by this Agreement agree to perfonn hislher said work and functions at all times in accordance with currently approved methods and practices in hislher field and that the sole interest of County is to insure that said service shall be perfonned and rendered in accordance with the Agreement

Notwithstanding the foregoing if the County detennines that pursuant to state and federal law Contractor is an employee for purposes of income tax withholding County may upon two weeks notice to Contractor withhold from payments to Contractor hereunder federal and state income taxes and pay said sums to the federal and state governments

5 Section 2 is amended and restated in its entirety as follows

INDEfYINIFICATION Contractor shall hold hannless and indemnifY the County of Alameda by defending the County of Alameda its Board of Supervisors employees and agents from and against any and all third party claims for damages on account of bodily injury (including death) or damage to real property or tangible personal property for which Contractor is legally liable to that third party and pay all costs damages and attorneys fees that a court finally awards or that are included in a settlement approved by Contractor provided that the County shall promptly notifY Contractor in writing of the claim and allow Contractor to control the defense and will cooperate with the Contractor in the defense and any related settlement negotiations The County may participate in the defense of any such claim at its own expense without relieving Contractor of any obligation hereunder

6 Section 6(a) is amended and restated in its entirety as follows

CONFORMITY WITH LAW AND SAFETY

a In perfonning services under this Agreement Contractor shall observe and comply with all laws ordinances codes and regulations of governmental agencies including federal state municipal and local governing bodies applicable to Contractor as a provider of infonnation technology products and services including all applicable provisions of the California Occupational Safety and Health Act

190f33

--------Contract No

7 Section 10 is amended and restated in its entirety as follows

TAXES Payment of all applicable federal state and local taxes excluding those based on Contractors net income shall be the sole responsibility of the County unless proper exemption documentation is provided to the Contractor

8 Section 11 is amended and restated in its entirety as follows

OWNERSHIP OF DOCUMENTS Ownership of any Materials provided under this Agreement shall be as provided for in the Additional Provisions

9 Section 12 is amended and restated in its entirety as follows

CONFLICT OF INTEREST CONFIDENTIALITY The Contractor covenants that to the best of its knowledge and belief it presently has no interest and shall not have any interest direct or indirect which would conflict in any manner with the performance of services required under this Agreement Without limitation Contractor represents to and agrees with the County that Contractor has no present and will have no future conflict of interest between providing the County services hereunder and any other person or entity (including but not limited to any federal or state wildlife environmental or regulatory agency) which has any interest adverse or potentially adverse to the County as determined in the reasonable judgment of the Board of Supervisors of the County

10 Section 15( c) is amended and restated in its entirety as follows

c If requested to do so by the County Contractor shall provide the County with access to copies of all of its records pertaining or relating to its employment practices except to the extent such records or portions of such records are confidential or privileged under state or federal law andor in accordance with Contractors policies andor procedures

11 Section 16 is amended and restated in its entirety as follows

DRUG-FREE WORKPLACE Contractor and Contractors employees shall comply with the Countys policy ofmaintaining a drug-free workplace Neither Contractor nor Contractors employees shall unlawfully manufacture distribute dispense possess or use controlled substances as defined in 21 US Code sect 812 including but not limited to marijuana heroin cocaine and amphetamines at any County facility or work site If Contractor or any employee of Contractor is convicted or pleads nolo contendere to a criminal drug statute violation occurring at a County facility or work site the Contractor within five days thereafter shall notify the head of the County departmentagency for which the contract services are performed

200f33

Contract No ________

12 Section 17 is amended and restated in its entirety as follows

AUDITS ACCESS TO RECORDS The Contractor shall make available to the County its authorized agents officers or employees for examination any and all project records evidencing or relating to the expenditures and disbursements charged to the County and shall furnish to the County its authorized agents officers or employees such other evidence or information as the County may require with regard to any such expenditure or disbursement charged by the Contractor

If such project records are not kept and maintained by Contractor within the County of Alameda California Contractor shall upon request of the County makesuch project records available to the County for inspection at a location within County Contractor shall provide such assistance as may be reasonably required in the course of such inspection The County further reserves the right to examine and reexamine said project records during the three (3) year period following termination of this Agreement or completion of all work hereunder and the Contractor shall in no event dispose of destroy alter or mutilate said project records whatsoever for three (3) years after the County makes the final or last payment or within three (3) years after any pending issues between the County and Contractor with respect to this Agreement are closed whichever is later Notwithstanding anything else contained herein as in regards to this project in no event shall Contractor provide any confidential financial information including but not limited to cost or pricing methodologies overheads profit margins internal audit results or employee records

13 Section 18 is deleted in its entirety

14 Section 20 is amended and restated in its entirety as follows

TERMINATION The County has and reserves the right to terminate or abandon the execution of any work by the Contractor without cause at any time upon giving to the Contractor thirty (30) days prior written notice In the event that the County should terminate the Contractors work the Contractor shall be entitled to payment for services provided hereunder prior to the effective date of said termination Said payment shall be computed in accordance with Exhibit B hereto provided that the maximum amount payable to Contractor for its IBM Education Pack Services shall not exceed $14994000 payment for services provided hereunder prior to the effective date of said termination

210f33

--------Contract No

15 Section 22 is deleted in its entirety IBM does not anticipate any hiring with this education effort based upon IBMs global HR policies and procedures

16 Section 30 is amended and restated in its entirety as follows

SUBCONTRACTINGASSIGNMENT Contractor shall not subcontract assign or delegate any portion of this Agreement or any duties or obligations hereunder without providing the County with prior written notification

a Neither party shall on the basis of this Agreement contract on behalf of or in the name of the other party Any agreement that violates this Section shall confer no rights on any party and shall be null and void

b Contractor shall remain fully responsible for compliance by its subcontractors with all the terms of this Agreement in the performance of the services by such subcontractors regardless of the terms of any agreement between Contractor and its subcontractors

17 Section 33 PATENT AND COpy INDEMNITY is deleted in its entirety and will be governed by the terms and conditions as stated in APPENDIX A IBM Education Pack online account

County Counsel Signature ~ b ~)lto

220f33

Contract No ________

EXIDBITA DEFINITION OF SERVICES

Project IBM Education Pack - online account

Service The contractor will set up an IBM Education Pack - online account for Alameda County Social Services Agency A total value offering of $17640000 to be placed immediately in the IBM Education Pack - online account for a price of$14994000

bull Alameda County Social Services Agency will use the IBM Education Pack - online account discounted dollars to purchase IBM Training public and private courses IBM Technical Conferences designated by IBM Training and offered in the United States IBM Training self paced virtual classes at the regular retail price in effect at the time ofeach such purchase The account is available for use to train any employee of the Alameda County Social Services Agency These dollars can not be used in combination with any other discounts promotions or separately negotiated special rates (Refer to Appendix A - IBM Education Pack -online account Terms and Conditions)

bull IBM will invoice Alameda County Social Services Agency upon signing ofthis Agreement Information will be supplied identifying a user id and password for monitoring the online account Invoices are due in accordance with Exhibit B

bull This account is valid for twelve (12) months from the date it is first activated on 31112 The requested start date may be no later than sixty (60) days from the signing ofthis Agreement Any remaining balance at the end oftwelve (12) months will expire and is non-refundable

230f33

Contract No ________

APPENDIX A

IBM Education Pack -online account

Terms and conditions

Alameda County Social Services Agency is entitled to the discounting as described below

IBM Education Pack -online account -general terms and conditions

The ffiM Education Pack -online account is an electronic account you fund with training dollars to be used for ffiM Training offerings The account offers two options for funding which are $100 increments and preset amounts

Precision paymentplan with flexible levels in $JOO increments Value of 5100 increments Your Savings USD 52500 -59900 25-99 0010 USD 510000 -524~00 100 -249 5 USD 525000 -549900 250 -499 10010 USD 550000 -599~00 500 -999 11 USD 5100000 + 1000+ 12

Pre-set amOlmts are available in packages Value Your Price Your Savings USD52500 USD $2500 0010 USD 510000 USD $9500 5 USD525OOO USD22500 10 USDS50000 USD $44500 11 USD 5100000 USD $88000 12

1 The ffiM Education Pack -online account training dollars are valid for 12 months and are nonshyrefundable The ffiM Education Pack -online account can be used by one or more individuals in your organization

2 The ffiM Education Pack online account is valid for 12 months and extensions are prohibited 3 The activation date for the ffiM Education Pack -online account is the date ffiM Training receives the

application and billing information unless an alternate activation date is requested at the time the application is submitted An activation date of up to 60 days from the date of the application may be selected if indicated on the initial order form

4 The ffiM Education Pack -online account can be used for ffiM public courses private on-site courses instructor mentoring and most conferences designated by ffiM Training and offered in the US The ffiM Education Pack -online account may also be used for most ffiM e-Iearning designated by ffiM Training When using the ffiM Education Pack -online account to pay for a private onsite class you may use the training dollar vouchers for the class tuition instructor travel and living equipment and classroom rentals if applicable

5 When using the ffiM Education Pack online account to pay for a conference the funds may be used for conference tuition and some associated education sessions designated by ffiM Training

6 The ffiM Education Pack - online account cannot be used for classes or conferences which occur beyond the expiration date of the account funds The funds must be valid on the first day of the class or

240f33

Contract No _________

conference regardless of the date ofyour enrollment 7 Certain IBM Training courses may be excluded from this program To determine which IBM Training

courses are eligible for the program and which are excluded access our online catalog via the World Wide Web at ibncQmtrainingus to view IBM Training public course descriptions and conference scheduJes or contact 1800-IBM-TEACH (1-800-426-8322)

8 You must enroll in each individual course or conference prior to attending All enrollments in courses or conferences are subject to availability Enrollments and purchases must be guaranteed by an alternate method ofpayment You must check the IBM Education Pack online account box on the enrollment form Ifyou enroll by phone you must indicate you are using IBM Education Pack - online account funds to properly flag your enrollment record

9 To use your IBM Education Pack -online account funds you must debit your account PRIOR to the start ofthe course or conference by creating a voucher and submitting it online Each account voucher must be completed with Alameda County Social Services Agency number Alameda County Social Services Agency name and offering identification You must create a unique voucher for each individual enrollment or offering you purchase

10 The purchase of an IBM Education Pack -online account does not guarantee that a class will be held in a specific location

11 Ifyour enrollment status changes due to any cancellations you must access your IBM Education Pack online account and void applicable vouchers to return unused funds to your account balance The IBM Education Pack online account will not automatically update

12 The IBM Education Pack -online account is password protected IBM Training is not responsible for the misuse ofIBM Education Pack -online accounts

B Once the IBM Education Pack -online account is debited by creating a voucher for the offering your invoice will be credited for the value submitted up to 100010 of the course or conference tuition or other valid offering purchased If the amount of the created voucher from the IBM Education Pack-online account does not cover the entire tuition of the eligible IBM Training offering you will be billed the difference Ifyour IBM Education Pack -online account is not debited a bill for the offering will be sent

14 IBM Education Pack -online account cannot be used to pay for offerings that have already been billed or applied to previously taken courses

15 Once the IBM Education Pack -online account has been debited training dollars cannot be reapplied to the IBM Education Pack -online account

16 IBM Education Pack -online account training dollars cannot be combined with any other discounts offers programs coupons or promotions

17 IBM Education Pack -online account training dollars cannot be used to purchase additional IBM Education Packs -online accounts or other discount offerings

18 The No-Show and Cancellation policies apply and a bill for the full course or conference tuition will be sent if a student fails to attend or to cancel within the required period for a course or conference To use IBM Education Pack -online account training dollars to pay a No-Show or late cancellation bill send an e-mail to edpack(ZVusibmcom for processing instructions

19 IBM Education Pack -online account cannot be used to pay for IBM Training services engagements 20 Prices ofthis program and eligible offerings are subject to change without notice 21 Course and conference schedules are subject to change without notice 22 The IBM Education Pack -online account can only be resold by authorized IBM Business Partners

250f33

Contract No _________

Terms and conditions

IBM agreementor courses and education nuderitds

CUITent as of 01 Jan 2011

The following terms apply to I) enrollment in classes offered by ffiM and 2) orders for ffiMs education materials These tenus along with any applicable license agreement are the complete agreement between us regarding the courses or education materials we provide and replace any prior oral or written communications between us Attendance at a class or your use of any education materials constitutes your agreement to these tenus and conditions Occasionally we have offerings with additional or different terms and conditions If so we will provide those terms and conditions to you For example conference tenus and conditions are outlined in the conference registration section of the conference website or in the conference brochure for the event

Coulses and education mateais

We list our generally available courses and education materials in various IDM Catalogs ofEducation (Catalog) which we publish from time to time We may add or withdraw courses and education materials at any time without notice

Scheduling dasses

We will specify the dates of public classes Private or on-site classes will be scheduled by mutual agreement We may cancel any scheduled class on notice If we cancel a class for which you have prepaid we will refund the price you paid

Accommodations for students with disabilities

IDM locations are accessible for students with disabilities If reasonable accommodations are required for an individual with a disability please advise IDM of the accommodations in advance

Pces and payment

Prices for public classes will be those in effect on the date the class begins Prices include the use of required education materials and machines They do not include taxes or student travel and living expenses IDM reserves the right to increase prices at any time without prior notification Prices for private or on-site classes will be established based on your requirements Additional charges may apply such as instructor travel and living expenses facilities and remote lab support You agree to pay amounts due including applicable taxes and any late payment fees as we specify in the invoice Conference cancellation charges will be specified on the conference website or in the conference brochure for the event

Cancellation charges

Effective January 1 2011

You will be charged the full price of a public class ifyou do not cancel or reschedule your enrollment at least fourteen calendar days prior to the scheduled start date or ifyou do not show up for the class

260f33

Contract No _________

However you may cancel your class enrollment at any time within the three days following your initial or any rescheduled enrollment date without charge

Ifyou cancel a private or on-site class within seven calendar days prior to the scheduled start date you will be billed the full price ofthe class ifyou cancel between eight and fifteen calendar days prior to the scheduled start date you will be billed 25 of the full price and ifyou cancel between sixteen and twentyshyone calendar days prior to the scheduled start date you will be billed lOO of the full price Cancellation of a private or on-site class more than twenty-one calendar days prior to the scheduled start date may be made without charge

Conference cancellation charges will be specified on the conference Web site or in the conference brochure for the event

Self-Paced Virtual Oasses and Web-Based Training Classes

You may not cancel once you submit an order for a Self-Paced Virtual Class or a Web-Based Training Class Once you submit the order you are responsible to pay the entire course price

Online Enrollment Before you submit your order review the machine requirements listed in the course description to ensure that your system meets the minimum requirements for this course After you submit the on-line order form you should receive a confirmation e-mail with communication about your ID and password and additional instructions to start the course You are billed for the course when you submit the order form

Once you receive your ID and Password you will be given a period of time to complete the course Please refer to the course description for specifics regarding your registered course ONCE YOU SUBMIT YOUR ORDER WE WILL NOT BE ABLE TO CANCEL THE ORDER

Patents and copyrights

Ifa third party claims that the education materials we provide to you infringe that partys patent or copyright we will defend you against that claim at our expense and pay all costs damages and attorneys fees that a court finally awards provided that you

1 promptly notify us in writing of the claim and 2 allow us to controL and cooperate with us in the defense and any related settlement negotiations

Ifsuch a claim is made or appears likely to be made you agree to permit us to enable you to continue to use the education materials or to modify or replace them Ifwe determine that none of these alternatives is reasonably available you agree to return the education materials to us on our written request We will then give you an appropriate credit for the returned materials

This is our entire ob1igation to you regarding any claim of infringement

We have no obligation regarding any claim based on your modification of education materials

27of33

Contract No ________

limitation of liability

Circumstances may arise where because of a default on our part or other liability you are entitled to recover damages from us In each such instance except for the payments referred to in our patent and copyright terms described above and damages for bodily injury (including death) and damage to real property and tangible personal property for which mM is legally Hable we are liable only for the charges for the class or education material that is the subject of the claim

This limit also applies to any ofour subcontractors It is the maximum for which we are collectively responsible

Items for which we are not liable Under no circumstances are we or our subcontractors liable for any of the following

] third-party claims against you for losses or damages (except as described above in the section entitled Patents and Copyrights and damages for bodily injury (including death) and damage to real property and tangible personal property for which mM is legally liable)

2 loss of or damage to your records or data or 3 special incidental or indirect damages or for any economic consequential damages (including lost

profits or savings) even ifwe are informed oftheir possibility

license

Any machine readable education materials that we provide to you will be subject to the terms and conditions ofa license agreement We will inform you of the applicable agreement

Warranty

THERE ARE NO EXPRESS WARRANTIES EXCEPT THOSE CONTAINED HEREIN OR IN ANY APPUCABLE UCENSE AGREEMENT THERE ARE NO IMPUED WARRANTIES INCLUDING BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE WE MAKE NO WARRANTY AS TO RESULTS TO BE ATTAINED BY ATTENDING OUR CLASSES OR USING OUR EDUCATION MATERIALS

Changes to this agreement

We may modifY these terms and conditions on written notice The modified terms and conditions will apply to your enrollment or order unless you cancel such enrollment or order prior to the effective date Otherwise for a change to be valid both of us must sign it Additional or different terms and conditions in any order or communication from you are void

General

bull You agree not to copy our copyrighted material without our prior written consent bull You agree not to use recording equipment in our classes without our prior written consent bull You agree not to use our trademarks trade names or other designations in any promotion or publication without our prior written consent bull You agree not to assign or otherwise transfer your rights under this Agreement without our prior

28of33

Contract No ________

written consent Any attempt to do so is void bull Neither of us is responsible for failure to fulfill any obligations due to causes beyond its control bull Neither ofus will bring a legal action (under this Agreement) more than two years after the cause of action arose bull Any terms of this Agreement which by their nature extend beyond its termination remain in effect until fulfilled and apply to respective successors and assignees

290f33

Contract No ________

EXHIBITB PAYMENT TERMS

1 The tenn ofthis Agreement is March 1 2012 through March 31 2013

2 Total payment under the tenns of this Agreement will not exceed the total amount of $14994000 This cost includes all taxes and all other charges

3 Invoices to County are due upon receipt of invoice and payable within thirty (30) days from receipt of invoice

The contractor will set up an mM Education Pack - online account for Alameda County Social Services Agency A total value offering of $1 7640000 to be placed immediately in the mM Education Pack - online account for a price of $14994000

4 Invoices will be approved by the Alameda County Social Services Agency Contract Liaison

5 Contractor shall submit invoice as required to

Alameda county Social Services Agency 2000 San Pablo Ave 4th floor

Oakland CA 94612 Attn Jerome Graham

300f33

C

EXHIBITC COUNTY OF ALAMEDA MINIMUM INSURANCE REQUIREMENTS

Wi1hout limiting MY other obligation or liabilily under this Agreement he Contractor at its sole rost and expense shall secure and keep in force he entire term of he as be he insuranre limits and endorsements

Commercial General Uability Premises Liability Products and Completed Operations Contractual

Personal and liabi B Commercial or Business Automobile Liability

All owned vehicles hired or leased vehicles non-owned borrowed and permissive uses Personal Automobile Liability is acceptable for individual contractors with no related activities Workers Compensation (WC) and Employers Uability (EL)

for all contractors with eml)Jovees

o Endorsements and Conditions

$1000000 per occurrence (CSl) Bodily Injury and Property Damage

$1000000 per occurrence (CSL) My Auto Bodily Injury and Property Damage

or disease

1 ADDmONAL INSURED All insurance required above with the exception of Personal Automobile LiabilityI Workers Compensation and Employers Liability shall be endorsed to name as additional insured County of Alameda its Board of SUpervisors the individual members thereof and all County officers agents employees and representatives

2 DURATION OF COVERAGE All required insurance shall be maintained during the entire term of the Agreement with the following exception Insurance policies and coverage(s) written on aclaims-made basis shall be maintained during the entire term of the Agreement and until 1year following expiration of the Agreemen~ as long as such coverage remains commercially available in the market place

3 REDUCTION OR UMIT OF OBLIGATION The insurance policies provided for in Aand Babove shall be primary and non contributory only with respect to liability arising out of this Agreement Pursuant to the provisions of this Agreement insurance effected or procured by the Contractor shall not reduce or limit Contractors contractual obligation to indemnify and defend the Indemnified Parties

4 INSURER ANANCIAL RAnNG Insurance shall be maintained through an insurer with aAM Best Rating of no less than AshyVlI or equivalen~ and shall be admitted to the State of California unless otherwise waived by Risk Management Acceptance of Contractors insurance by County shall not relieve or decrease the liability of Contractor hereunder My deductible or selfshyinsured retention amount or other similar obligation under the policies shall be the sole responsibility of the Contractor

S SUBCONTRACTORS Contractor shall include all subcontractors as an insured (covered party) under its policies or shall furnish separate certificates and endorsements for each subcontractor All coverages for subcontractors shall be subject to all of the requirements stated herein

6 JOINT VENTURES If Contractor is an association partnership or other joint business venture required insurance shall be provided by anyone of the following methods

- Separate insurance policies issued for each individual entity with each entity included as aNamed Insured (covered party) or at minimum named as an Additional Insured on the others policies Joint insurance program with the association partnership or other joint business venture included as a Named Insured

7 CANCELLATION OF INSURANCE Should any of the above described policies be cancelled before the expiration date thereof notice will be delivered in accordance with the policy provisions

8 CERTIACATE OF INSURANCE Before commencing operations under this Agreemen~ Contractor shall provide Certificate(s) of Insurance and applicable insurance endorsements in form and satisfactory to County evidencing that all required insurance coverage is in effect The County reserves the rights to require the Contractor to provide complete certified copies of all required insurance policies The require certificate(s) and endorsements must be sent to

- DepartmentAgency issuing the contract With acopy to the Contracts Office (2000 San Pablo Ave 4th floor Oakland CA 94612)

Certificate C-1 Form 2001-1

31of33

________________________________ _

Contract No ________

EXHIBITD

COUNTY OF ALAMEDA DEBARMENT AND SUSPENSION CERTIFICATION

(Applicable to all agreements funded in part or whole with federal funds and contracts over $25000)

The contractor under penalty of perjury certifies that except as noted below contractor its principals and any named and unnamed subcontractor

bull Is not currently under suspension debarment voluntary exclusion or

determination of ineligibility by any federal agency

bull Has not been suspended debarred voluntarily excluded or determined

ineligible by any federal agency within the past three years

bull Does not have a proposed debarment pending and

bull Has not been indicted convicted or had a civil judgment rendered against it by

a court of competent jurisdiction in any matter involving fraud or official

misconduct within the past three years

If there are any exceptions to this certification insert the exceptions in the following space

Exceptions will not necessarily result in denial of award but will be considered in determining contractor responsibility For any exception noted above indicate belOw to whom it applies initiating agency and dates of action

Notes Providing false information may result in criminal prosecution or administrative sanctions The above certification is part of the Standard Services Agreement Signing this Standard Services Agreement on the signature portion thereof shall also constitute signature of this Certification

CONTRACTOR __~~__L-

PRINCIPAL~~---ll-I-L-_o_--GlI_V__f___ TITLE~~)(UltJ~ltCJJ St(

SIGNATURE~-+-----=----____ DATEcl ~ (jJ~

32of33

Contract No _______

EXHmITE

COUNTY OF ALAMEDA CONTRACT COMPLIANCE REPORTING REQUIREMENTS

Upon receipt of signed contract documents prime contractor shall immediately enterassign subcontractors in the Syste~ confum payments received from the County within 5 business days in the Syste~ immediately enter payments made to subcontractors and ensure that subcontractors confirm they received payments within 5 business days in the System Subcontractors shall confirm their payments received from the prime contractor within 5 business days in the System

Alameda County Contract Compliance System training and ongoing support are provided at no charge to contractors and participating sub-contractors awarded a contract as a result of this bid process for this project Contractors having contracts with the County should schedule a representative from their officecompany along with each of their subcontractors to attend training The training schedule may be viewed online at httpwwwelationsyscomelatiollsysisupport lhtm or call Elation Systems at (510) 764shy1870 A special access code will be provided to contractors and subcontractors participating in this contract awarded to allow use of the System free of charge

It is the Contractors responsibility to ensure that they and their subcontractors are registered and trained as required to utilize the Alameda County Contract Compliance System Training sessions are approximately one hour and will be held periodically in a number of locations throughout Alameda COWlty

330f33

DATE MDDIYYYYCERTIFICATE OF LIABILITY INSURANCE 211012012

THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMA11ON ONLY AND CONFERS NO RIGHTS UPON TtE CERTFICATE HOLDER THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND EXTEND OR AtTER THE COVERAGE AFFORDED BY THE POUCIES BELOW THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BElWEEN THE ISSUING INSURER(S) AUTHORIZED REPRESENTATIVE OR PRODUCER AND TtE CERTIFICATE HOLDER

IMPORTANT If the certificate holder is an ADDmONAL INSURED the policy(ies) must be endorsed If SUBROGATION IS WAIVED subject to the terms and conditions ofthe policy certain policies may require an endorsement A statement on this certificate does not confer rights to the certificate holder in lieu of such enciorseme s

PROOUCER

Aon Risk Services Northeast Inc 199 Water Street New York NY 10038 Phone 8662667475 Fax 8664677847 AFFORDING COVERAGE HAIC INSURED COMPANY A ACE American Insurance Company

lnIemationaI Business -4achines Corp amp My Other Subsidiary Corp Owned 01 ConIrDlled by the Insured 1 New Orohan Road Armonk NY 10504 United Slates

INSUR

COVERAGES CERllFICATE NUMBER154795 REVISION NUMBER THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED NOTWITHSTANDING ANY REQUIREMENT TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO VllHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS EXCLUSIONS AND CONDITIONS OF SUCH POLICIES LlMrTS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS

INSR (fiUCf EFF POUCfEXPLTR TYPE OF INSURANCE POLICY NUMBER til UMITS

A GENERAL UABIUTY HDOG25529236 5212011 1512112012 EACH OCCURRENCE $1OQMQQ--shy~~ X COMMERCIAl GENERAl LIABILITY PREMISE$Ea ~~ncel 11000 000 = CLAIUS-MAOE [KJ OCCUR UED EXP (Anyone person) S2500000

- I PERSONAl amp ArN INJURY $1000000-

-- ~GENERAL AGGREGotTE $1000000

~L AGGREr9L1MIT ArPER i PROOUCTS-COMP~AGG $1000000

POLICY ~ LOG I i A AUlOIIOBILE UABlUlY ISAH08635948 51212011 51212012 COMBINED SINGLE LIMIT

51000000---shy (Eaarridentll2t ANY AUTO BOOIL Y INJURY (Per personl ALL OWNEO AUTOS f-shy

- ~LY INJURY (Peracddenl) SCHEDULED AUTOS PROPERTY DAMAGE-

- HIREOAUTOS i(Per_) r-middotmiddotmiddotmiddotmiddot

--shy ~AUTOS

I I UlIBRElILA UAB

I

Irl OCCUR i EACH OCCURRENCE

~

EXCESSUAS ~~ CLAIMS-MAOE AGGREGATE

- DEDUCTIBlE

IRETEImON $ WORIltERS COIIPENSA11ON i I~~Ullis I IdegJrANDEMPLOYERSUABUTY YIN shy

ANY PROPRIETORiPARTNERIEXECUTlVE D NIA

I

EL EACH ACCIDENT OFFlCERMEIBIR EXaUOED

I EL DISEASE - EA EMPLOYEE m(MIndaIoIy In NHI

~~~~~TIONSbel i EL OISEASEmiddot POLICY LIMIT

i i I I DESCRIP110N OF OPERATION$ LOCATION$I YEHlCLES Aflach ACORD 101 AcldiUoMlRemrb $chedm is ngtqulroocl)

Please see page 2 for any additional language

CERllFICATE HOLDER CANCELLAllON

Alameda County Department of Social Services 2000 San Pablo Ave Oakland CA 94612 United States

SHOULD ANY OF 1ME ABOVE DESCRIBED POLICIES BE CANCE1lED BEFORE lHE EXPlRA110N DATE lHEREOF NOnce WILL BE DElNERED IN ACCORDANCe WFTH lHE POLICY PROVISIONS

I

AUTHORIZED REPRESENTAlIYE

AuIhcfized ReJgtresenlatve ~_yen~ ~~~~~bullw __ J_ PIaI Risk SenIkes NonheasI Inc

ISgt 1988-2009 ACORD CORPORATION AI righIs reserved

ACORD 25 (2009101 The ACORD name and logo are registered marks ofACORD Page 1 of2

ADDITIONAL REMARKS SCHEDULE AGENCY

Aon Risk Services Northeast Inc 199 Water Street New York NY 10038 Phone 8662667475 Fax 8664677847

NAIlED INSURED IntemaUonal Business Machines CoIp amp Ally Other SubsidiaIy CoIp Owned Of Contro8ed by lIle Insured 1 New Ordlard Road Armonk NY 10504 United Slates

EFFECTIVE DATE

ADDITIONAL REMARKS

THIS ADDITIONAL REMARKS FORM IS A SCHEDULE TO ACORD FORM

FORM NUMBER 25 FORM TITLE CERTIFICATE OF LIABILITY INSURANCE

[Alameda County Department of SOcial Services County of Alameda its Board of SUpervisors the individual members hereof and all County officers agents employees and representatives are hereby named as additional insureds on

General Liability policies but only to the extent that their interest may appear

Additional Language The insurance coverage provided for herein shall be primary and non contributory only wi1h respect to liabHity arising out of this Agreement with respect to liabHity arising out of IBMs negligence and as respects this contract only

Project IBM Education Pack Services

If there is a question regarding this certificate please contact Edward DiNardo (Email dinardoeusibmcom Phone 916-567-2922)

~ operations incidental to the conduct of insureds business in the United States of America

ACORD 101 (2008101) 2008 ACORD CORPORA nON All rights reserved The ACORD name and logo are registered marks of ACORD

Page 20f2

tC~RiJ CERTIFICATE OF LIABILITY INSURANCE I DlTE 1I1IfDOIYYYY)

21102012

THIS CERnFICATE IS ISSUED AS A MATTER OF INFORMA nON ONLY AND CONFERS NO RIGHTS UPON TIE CERTIFICATE HOLDER THIS CERnFICATE DOES NOT AFFlRMAnvaY OR NEGAnVELY AMEND EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POUCIES BELOW THIS CERnFICATE OF INSURANCE DOES NOT CONSTITUlE A CONTRACT BETWEEN THE ISSUING INSURER(S) AUTHORIZED REPRESENTAnVE OR PRODUCER AND TIE CERTIFICATE HOLDER

IMPORTANT Iftlle certifieate holder is an ADDITIONAL INSURED the policy(ies) must be endorsed If SUBROGAnON IS WAIVED subject to the terms and conditions of the policy certain policies may require an endorsement A statement on this certifICate does not confer rights to the certificate holder in lieu of such endorsement(s)

PRODUCER =~NT Aon Risk Services Northeast Inc 1pound Ir~No)199 Water Street New York NY 10038 Phone 8662667475 Fax 8664677847 INSURER(S) AFFORDING COIlERAGE HAIC

INSURED COMPNff A liberty Insurance Corporal

International Business Madlines CoqJ COMNoIY B liberty MulJaIII1SUrIIIIlt8 CcrIyengtany 1 New Ord1ard Road COMNoIY Co National Union Fino ance Company d 1IIIsbtJrgh PA Amlonk NY 10504 United Stales

COVERAGES CERT1FICATE NUMBER154796 REVISION NUMBER- THIS IS TO CERTIFY THAT THE POlICIES OF INSURANCE LISTED BEleW HAVE BEEN ISSueD TO THE INSUREO NAMED ABOVE FOR THE POlICY PERIOD INDICATED NOTWITHSTANDING ANY REQUIREMENT TERM OR CONDITION OF ANY COOTRACT OR OTHER DOCUMENT 1MTH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN THE INSURANCE AFFORDEO BY THE POLICIES DESCRIBEO HEREIN IS SUBJECT TO ALL THE TERMS EXCLUSIONS AND CONDITIONS OF SUCH POliCIES LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID ClAIMS

11tf TYPE OF INSURANCE IIHSR IWVD POLICY NIMIIER ~1fgtUCYEXP UIlITS

GENERAl UAaUlY I EACH OCCURRENCE

COMMERCIAL GENERAl LiABlLI1Y ~~~e~~nce) CLAIMS-MADE D OCCUR MED EXP (Anyone fgten)

PERSONAl amp AlN INJURY

GENERAl AGGREGATE

ESPER ~CT5 - calpop AGG

nLOC AIlOIIOIlILE UAaUlY COMBINED SINGLE LIMIT - (Ea 8Cdde1t)

ANY AUTO BOOI L Y INJURY (Per fgte11lOt)-shy

ALL OWNED AUTOS BODILY INJURY (Per accident)-

- SCHEDULED AUTOS PROPERTY DAMAGE

HIRED AUTOS (Per accident) -

NON-OWNED AUTOS - ~

UIIBRELlA UAB HOCCUR

EACH OCCURRENCE-EXCESSUAB CLAIMS-MADE AGGREGATE

---- DEDUCTIBLE

A WORKERS COIIPENSAllON WA7-6I)()0415ef4Z AOSPRNYlshy 11112012 1III2OIa X I T~~JWs I IO~A AND EMPLOYERS UAaUlY WA7-62D-laquol41SHi12 IYil 11112012 11112013 A YIM WC1~I-ltIOU5amp-I52 (OR WI) 11112012 11112013 $100000A ANY PROIRIETORIPARTNERlEXECUTIVE ~

MIA ~1_ExaNOHl 11112012 11112013 EL EACH ACCIDENT OFACERIMEI4BER EXClUDEDI (Mandatory In NKI

BH2HIC14158-1M2(V1) 11112012 11112013 EL DISEASE- EA EMPLOYEE $1ooampQQc 83-118922 a-) 11112012 IttrlO13

bull ~~~OPERATIONSIlet_ EL DISEASE POliCY LIMIT $100000

bull

DESCRIPllON OF OPERATIONS I LOCAnONS I VEHICLES (Attech ACORD 101 MdIlloMI Renlarlc8lchedule r mono fMICI Is required)

bullbull Includes EL coverage for monopolistic states NO PR WA WY

Please see page 2 for any additional language

CERT1FICATE HOLDER CANCELLATlON

Alameda County Department of Social Services 2000 San Pablo Ave Oakland CA 94612 United States

SHOULD Atlaquo OF THE ABOVE DESCRI8ED POUCIES BE CANCELLED BEFORE THE EXPIRATION DATE 1lIEREOF NOTICE WILL BE DELIVERED IN ACCORDANCE WrrH THE POLICY PROVISIONS

I

AUTHOIIZED REPRESEHTA1IYE

IIiutJori2od ~ smiddot~ _~4-~(~--w ___ --~~ -~kin Risk SeNices Nor1heast Inc

copy 1881-2009 ACORD CORPORA TlON An nghts reserved ACORD 26 (2009109) The ACORD name and logo are registered marks ofACORD

Page 1 of 2

ADDITIONAL REMARKS SCHEDULE AGENCY

ADo Risk Services Northeast Inc 199 Water Street New York NY 10038 Phone 8662667475 Fax 8664677847

NAIlED INSURED International Business Machines Corp 1 New Onhani Road Armonk NY 10504 United states

EFFECTIVE MTE

ADDmONAL REMARKS

THIS ADDITIONAL REMARKS FORM IS A SCHEDULE TO ACORD FORM

FORM NUMBER 25 FORM 11TLE CERTIFICATE OF LIABILITY INSURANCE

Project IBM Education Pack Services

Ifthere is a question regarding this certificate please contact Edward DiNardo (Email dinardoeusibmcom Phone 916-567-2922)

All operations incidental to the conduct of insureds business in the United States of America

ACORD 101 (2008101) C 2008 ACORD CORPORATION All rights reserved The ACORD name and logo are registered mal1ls of ACORD

Page 20f2

AKl K NAKAO Director

G~-r)ipDecember 5 2011

DEC 08 lOl1 TO Caroline Judy Assistant Direltltor GSA

RECE~vED FROM Tudor S Mosu Procurement Specialist n

SUBJECf Finding ofNon-Competition bull Sote Source 2084 Purchase from International Business Machines Corp Sacramento CA

This is to document my finding that competitive bidding is not possible for the purchase ofall IBM Education Pack in tho amount oUI 4994000 for the Social Services Agency (SSA) Infonnation Systems Department and therefore the Departmental Justification to Request a Waiver ofCounty Competitive Bidding Requirement copy attached is approved

In accordance with the County Administrative Code Section 412010 entitled UPurchases to be by Competitive Quotation all purchases of and contracts for materials supplies services fwnishings equipment livestock and other personal property shall be based wherever possible on competitive quotations

I have reviewed and researched the product and marketplace Based on my research ofthe departmental justifi~tion and internet I have detennined the requested product and supplier cannot be substituted and satisfy the Countys requirements International Business Machines Corp (IBM) is the only vendor capable to provide an online account to be used for IBM private courses at SSA on WM business intelligence data warehouse reporting classes IBM will add the SSA content customized to the training environment using Cognos Framework Manager and will provide a suite oftraining public and private courses technical conferences and selfmiddotpaced virtual classes This sole source request was posted on the County website for ten (10) business days and no other proposal was received Therefore competitive quotations are not possible and the request is recommended for your approval

The Social Services Agency is to obtain Board approval for services that exceed $25000 requesting authorization from the President of the Board to sign the contract or approve the purchase The Auditor-Controller issues Board signed contracts and Board approved purchase orders and purchase order changes withwithout signed contracts

te IIktt II Peill-o ValenciaDeputy Direct6rlDate

GSA Office ofAcquisition Policy

SLEB Compliant ______

Date~~~~_________ Director GSA

Attachment(s)

1401 LAKISIDE DRIVU SUITL 907 OAKLND CALIFORNIA 94612 PHmr 5102989600 [AX 5[02089626 wwwlt5(itnc~ovorg

GSA Sole Source Procurements - Alameda County Page lof2o Ala~~da co~ntys Offl~lal ~ebslte Skip County Banner 0 SHARE rJf l

~ go WoOFg i QUick links Citizens Business Seerch aegov IGO I Government Emergencies

GSA Home

Home

Introduction

AwardedClosed Contracts

Current Contracting Opportunltles

Arch 8 Engineering Construction

Sole Source Procurements

Goods 8 Services The contracts described below have been determined to comply with the County Sole Source Policy in ~flesrlonal Services that only a single source is available andor valid sole source exceptions to the competitive process

I-===----f exisl Upcoming ContractIng Opportunities

Arch amp Englnoaring Construction Goods amp Services ProfessIonal ServlceQ

Sole Source Procurements

Highland Project Contracts

AwardedClosedContracts CUlTent Contracting Opportunltles Upcoml Contracting

Contacts Teams

Vendor Info Vendor Guide Vendor Application (Online) Vendor Application

Public Works (PWA) Contracting Opportunities

CDA Construction Contracting Opportunities

StopWasteOrg

Advance NotIce of SoJe Source purchases are posted on-line for a minimum of five (Ii) business days prior to a contract being awarded For any additlonallnformatlon regarding contracts posted on thIs website please contact the appropriate parson listed below Thank you for your interest

Source Contract DescrIption

f1Ef1l Online Training Courses

f1I3JI Repair and Test fIre fighting ProtectiVe Clothing

Electro Shock Guns Cartridges BaHerlee amp Accessories

Estimate Award Date

120212011

11302011

111172011

Contact Person

Tudor S Mosu (510) 208-9614

Tudor S Mosu (510) 208-9614

Tudor S Mosu (510) 208-9614

mhtmIfilelICUserstmosuAppDataLocalMicrosoftWindowsTemporary Internet FilesContentOutlook1OYF6YPOGSA S 1210612011

Alameda County Auclttor-Controller Agencv Office of Contract Compliance OCC

FEDERAL GRANT FUNDS SMALL LOCAL EMERGING BUSINESS (SUI) WAIVER REQUEST

REQUIREDTOSOUCIT BlOSPROPOSALSAND AWARt)AMENO CONTRACTS THAT INCUJDe FtoERAl GRANT FUNDS THAT fROHI51l GIOORAPHICAl PREFERENCE)

mSfCDOfltcompr middot6 bbw and submit fhts form wlfh supporifng doclfrnentaion pecificolty stoHng that geographle preferences om bonnad fer the requetfed procurement to Tcmtnee TRlong Auditor Controller ace a QC 20111 or vIa email tot1Wlmf1lmn9_~99Uponapprovala fampdeKal Fundt WaNer number wm be I$SitEtd This numbM Is a mandatOf) field rGqooed tQ enter Q Procurement CollirUct In ALCOUMt ace wlJi mft-m upprovaill and denkds to tile Requesfing Depmtmem listed belew It IIIIftoI WQJvCW Is to $Cliett bids resubmlt c IOPY of the originally signed form Q nsed to tIWOrdlarYileM eo~ttI~ rlllquired addltlOlQllnfOOYlofl~l (3JiC bllliowl

1 Requasiing Department Ncme~_~~~9______ _~__________

A Contact First and Lost Nome~a~y Chen ___ _____ QiC 20203 __

8 Email Address~~~aOQCVmiddotorg ___ Phone Number ~~~~~ ____ 2 Procu~ement Oescriptlcm To p~asl an IB~~~tl0f~Jntonlln~ account) th~~lIIJr~~~

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3 1~~l9n~ checK aP2rgl~~~QY to fndrcqjg reason forYfaiver re9Y~______---

A 0 SoBd Bids with County Counsel approved modifled SlEB provlslons ___1___L__ ~

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IB II Award Contract wih COllnty COlJnSel OPPlOV(~ modifiampi SlES provIsions J IlL3 I W4livElf hquaat Delfs I

l ControctorNameCitYIM~IaClesett --~------------- iI Total Contract ValtJe $1499~O~ 5 3 fs i

L 3 fpoundlltroct S~ Date ~LJ~)2 U- COltmct End Dote=--zbJ~_IT1- - ~----- --~ -------- C 0 Contract Amendment --1_~J_ Also complete R 11 B2) and B 3) above WaWQr Req~Date

Dnme expiration Dote __~J1_ bull OMoo6Y Increase Amount $___~__~ ----~----~-- shy4 g Check here to in(iicate thai the FedefQ~ regulation Is ofialChed and speciflcally prohibits

geographical preferencs$ rrown he proc)r~met1 described above

Federal Re~Jutotlon NameNumber H~ltht~ S~~~L2~45ER~_~__~_

5 pound1 Che~~k here to lndicats that the Fedarar grant fundi are sub granted or PQssed through the State to the Couniy where State laws prohibit geogroph1cai preferences from the proctffemenf described obove and sub granf documerlts are aHached

State Regulation NomeNum r---=__

6 ---~~~~~~~gt-r--4-----n7io-y----shy r OClte

EPLS Search Results Page 1 of 1

Excluded Parties List System EPLS

Search Results Excluded By Firm Entity or Vessel International Business Machines Corporation

as of 14-Feb-2012 229 PM EST

Your search returned no results

httpsllwwweplsgoveplssearchdo full_name= Intemational+Business+Machines+Corpo 2142012

Contract No _______

17 AUDITS ACCESS TO RECORDS The Contractor shall make available to the County its authorized agents officers or employees for examination any and all ledgers books of accounts invoices vouchers cancelled checks and other records or documents evidencing or relating to the expenditures and disbursements charged to the County and shall furnish to the County its authorized agents officers or employees such other evidence or information as the County may require with regard to any such expenditure or disbursement charged by the Contractor

The Contractor shall maintain full and adequate records in accordance with County requirements to show the actual costs incurred by the Contractor in the performance of this Agreement If such books and records are not kept and maintained by Contractor within the Cotmty ofAlameda California Contractor shall upon request of the County make such books and records available to the County for inspection at a location within County or Contractor shall pay to the County the reasonable and necessary costs incurred by the County in inspecting Contractors books and records including but not limited to travel lodging and subsistence costs Contractor shall provide such assistance as may be reasonably required in the course of such inspection The County further reserves the right to examine and reexamine said books records and data during the three (3) year period following termination of this Agreement or completion of all work herewlder as evidenced in writing by the County and the Contractor shall in no event dispose of destroy alter or mutilate said books records accounts and data in any manner whatsoever for three (3) years after the County makes the fmal or last payment or within three (3) years after any pending issues between the County and Contractor with respect to this Agreement are closed whichever is later

18 DOCUMENTS AND MATERIALS Contractor shall maintain and make available to County for its inspection and use during the term of this Agreement all Documents and Materials as defmed in Paragraph 11 of this Agreement Contractors obligations WIder the preceding sentence shall continue for three (3) years following termination or expiration of this Agreement or the completion of all work hereunder (as evidenced in writing by County) and Contractor shall in no event dispose of destroy alter or mutilate said Documents and Materials for three (3) years following the Countys last payment to Contractor under this Agreement

19 TIME OF ESSENCE Time is of the essence in respect to all provisions of this Agreement that specify a time for performance provided however that the foregoing shall not be construed to limit or deprive a party ofthe benefits of any grace or use period allowed in this Agreement

20 TERMINATION The County has and reserves the right to suspend terminate or abandon the execution of any work by the Contractor without cause at any time upon giving to the Contractor prior written notice In the event that the County

120f33

Contract No _______

should abandol terminate or suspend the Contractors work the Contractor shall be entitled to payment for services provided hereunder prior to the effective date of said suspensiol termination or abandonment Said payment shall be computed in accordance with Exhibit B hereto provided that the maximum amount payable to Contractor for its ffiM Education Pack Services shall not exceed $14994000 payment for services provided hereunder prior to the effective date of said suspensiol termination or abandonment

21 SMALL LOCAL AND EMERGING BUSINESS (SLEB) PARTICIPATION

Contractor has been approved by County to participate in contract without SLEB participation (Waiver F308A attached) As a result there is no requirement to subcontract with another business in order to satisfy the Countys Small and Emerging Locally owned Business provision

However if circumstances or the terms of the contract should change Contractor may be required to immediately comply with the Countys Small and Emerging Local Business provisions including but not limited to

a Contractor must be a certified small or emerging local business( es) or subcontract a minimum 20 with a certified small or emerging local business(es)

b SLEB subcontractor(s) is independently owned and operated (ie is not owned or operated in any way by Prime) nor do any employees of either entity work for the other

c Small andor Emerging Local Business participation and current SLEB certification status must be maintained for the term of the contract Contractor shall ensure that their own certification status andor that of participating subcontractors (as is applicable) are maintained in compliance with the SLEB Program

d Contractor shall not substitute or add any small andor emerging local business( s) listed in this agreement without prior written approval from the County Said requests to substitute or add a small andor emerging local business shall be submitted in writing to the County department contract representative identified under Item 13 above Contractor will not be able to substitute the subcontractor without prior written approval from the Alameda County Auditor Controller Agency Office of Contract Compliance (OCC)

e All SLEB participatiol except for SLEB prime contractor must be tracked and monitored utilizing the Elation compliance System

13 of 33

Contract No _______

COWIty will be WIder no obligation to pay contractor for the percent committed to a SLEB (whether SLEB is a prime or subcontractor) if the work is not performed by the listed small andor emerging local business

For further information regarding the Small Local Emerging Business participation requirements and utilization of the Alameda COWlty Contract Compliance System contact the COWIty Auditor- Controllers Office ofContract Compliance (OCC) located at 1221 Oak St Rm 249 Oakland CA 94612 at Tel (510) 891-5500 Fax (510) 272-6502 or via E-mail at ACSLEBcomplianceacgovorg

c

22 FIRST SOURCE PROGRAM For contracts over $100000 Contractor shall provide COWIty ten (10) working days to refer to Contractor potential candidates to be considered by Contractor to fill any new or vacant positions that are necessary to fulfill their contractual obligations to the COWIty that Contractor has available during the contract term before advertising to the general public

23 CHOICE OF LAW This Agreement shall be governed by the laws of the State of California

24 WAIVER No waiver of a breach failure of any condition or any right or remedy contained in or granted by the provisions of this Agreement shall be effective wuess it is in writing and signed by the party waiving the breach failure right or remedy No waiver of any breach failure right or remedy shall be deemed a waiver of any other breach failure right or remedy whether or not similar nor shall any waiver constitute a continuing waiver unless the writing so specifies

25 ENTIRE AGREEMENT This Agreement including all attachments exhibits and any other documents specifically incorporated into this Agreement shall constitute the entire agreement between COWIty and Contractor relating to the subject matter of this Agreement As used herein Agreement refers to and includes any documents incorporated herein by reference and any exhibits or attachments This Agreement supersedes and merges all previous WIderstandings and all other agreements written or oral between the parties and sets forth the entire WIderstanding of the parties regarding the subject matter thereof The Agreement may not be modified except by a written document signed by both parties

26 HEADINGS herein are for convenience of reference Oluy and shall in no way affect interpretation of the Agreement

140f33

Contract No _______

27 ADVERTISING OR PUBLICITY Contractor shall not use the name OfCOWIty its officers directors employees or agents in advertising or publicity releases or otherwise without securing the prior written consent of COWIty in each instance

28 MODIFICATION OF AGREEMENT This Agreement may be supplemented amended or modified only by the mutual agreement of the parties No supplement amendment or modification of this Agreement shall be binding wuess it is in writing and signed by authorized representatives of both parties

29 ASSURANCE OF PERFORMANCE If at any time County believes Contractor may not be adequately performing its obligations under this Agreement or that Contractor may fail to complete the Services as required by this Agreement COWIty may request from Contractor prompt written assurances of performance and a written plan acceptable to County to correct the observed deficiencies in Contractors performance Contractor shall provide such written assurances and written plan within ten (10) calendar days of its receipt of Countys request and shall thereafter diligently commence and fully perform such written plan Contractor acknowledges and agrees that any failure to provide such written assurances and written plan within the required time is a material breach under this Agreement

30 SUBCONTRACTINGASSIGNMENT Contractor shall not subcontract assign or delegate any portion of this Agreement or any duties or obligations hereunder without the Countys prior written approval

a Neither party shall on the basis ofthis Agreement contract on behalf ofor in the name of the other party Any agreement that violates this Section shall confer no rights on any party and shall be null and void

b Contractor shall use the subcontractors identified in Exhibit A and shall not substitute subcontractors without Countys prior written approval

c Contractor shall remain fully responsible for compliance by its subcontractors with all the terms ofthis Agreement regardless of the terms of any agreement between Contractor and its subcontractors

31 SURVIVAL The obligations of this Agreement which by their nature would continue beyond the termination on expiration of the Agreement including without limitation the obligations regarding Indemnification (Paragraph 2) Ownership of Documents (Paragraph 11) and Conflict of Interest (Paragraph 12) shall survive termination or expiration

32 SEVERABILITY If a court of competent jurisdiction holds any provision of this Agreement to be illegal unenforceable or invalid in whole or in part for any

150f33

Contract No _______

reason the validity and enforceability of the remaining provisions or portions of them will not be affecteltL unless an essential purpose ofthis Agreement would be defeated by the loss ofthe illegal mlenforceable or invalid provision

33 PATENT AND COPYRIGHT INDEMNITY Contractor represents that it knows ofno allegations claims or threatened claims that the materials services hardware or software (Contractor Products) provided to ComIty under this Agreement infringe any patent copyright or other proprietary right Contractor shall defenltL indemnify and hold harmless ComIty of from and against all losses claims damages liabilities costs expenses and amounts (collectively Losses) arising out of or in connection with an assertion that any Contractor Products or the use thereof infringe any patent copyright or other proprietary right of any third party ComIty will ( 1) notify Contractor promptly of such claim suit or assertion (2) permit Contractor to defend compromise or settle the claim anltL (3) provide on a reasonable basis information to enable Contractor to do so Contractor shall not agree without Countys prior written consent to any settlement which would require County to pay money or perform some affirmative act in order to continue using the Contractor Products

a If Contractor is obligated to defend County pursuant to this Section 33 and fails to do so after reasonable notice from County County may defend itself andor settle such proceeding and Contractor shall pay to ComIty any and all losses damages and expenses (including attorneys fees and costs) incurred in relationship with ComItys defense andor settlement of such proceeding

b hI the case of any such claim of infringement Contractor shall either at its option (1) procure for ComIty the right to continue using the Contractor Products or (2) replace or modify the Contractor Products so that that they become non-infringing but equivalent in functionality and performance

c Notwithstanding this Section 33 ComIty retains the right and ability to defend itself at its own expense against any claims that Contractor Products infringe any patent copyright or other intellectual property right

34 OTHER AGENCIES Other tax supported agencies within the State of California who have not contracted for their own requirements may desire to participate in this contract The Contractor is requested to service these agencies and will be given the opportunity to accept or reject the additional requirements If the Contractor elects to supply other agencies orders will be placed directly by the agency and payments made directly by the agency

35 EXTENSION This agreement may be extended for two additional one year terms by mutual agreement of the ComIty and the Contractor

160f33

Contract No _______

36 SIGNATORY By signing this agreement signatory warrants and represents that heshe executed this Agreement ill hislher authorized capacity and that by hislher signature on this Agreement heshe or the entity upon behalf of which heshe acted executed this Agreement

[END OF GENERAL TERMS AND CONDITIONS]

170f33

--------Contract No

ADDITIONAL PROVISIONS

1 Exhibit E COUNTY OF ALAMEDA CONTRACT COMPLIANCE REPORTING REQUIREMENTS - Not applicable Federal Grant Funds SLEB Waiver approved F308A (attached) Waiver of county competitive bidding requirement approved by GSA (Attached copy of the GSA memo dated on 125111)

2 The IBM Education Pack -online account Program is subject to the terms and conditions of the IBM Agreement for Courses and Education Materials which can be found by accessing the IBM Web site via ibmcomltraininglustermshtmL

3 US County Government Alameda County Social Services Agency Only For US County Government Alameda County Social Services Agency ordering from the IBM GSA IT Schedule Contract Number GS-35F-4984H The terms and conditions of the GSA IT Schedule Contract apply and may be viewed at wwwibmcomleasyaccessgsa

For US County Government Alameda County Social Services Agency placing orders other than via the GSA IT Schedule Contract Terms and conditions equivalent to those contained in IBMs current GSA IT Schedule Contract apply Terms of IBMs current GSA IT Schedule Contract prevail in the event of a conflict with the commercial terms

The following General Terms and Agreement shan be modified as follows

4 Section 1 is amended and restated in its entirety as follows

INDEPENDENT CONTRACTOR No relationship of employer and employee is created by this Agreement it being understood and agreed that Contractor is an independent contractor Contractor is not the agent or employee of the County in any capacity whatsoever and County shall not be liable for any acts or omissions by Contractor nor for any obligations or ~iabilities incurred by Contractor

Contractor shall have no claim under this Agreement or otherwise for seniority vacation time vacation pay sick leave personal time off overtime health insurance medical care hospital care retirement benefits social security disability Workers Compensation or unemployment insurance benefits civil service protection or employee benefits of any kind

Contractor shall be solely liable for and obligated to pay directly all applicable payroll taxes (including federal and state income taxes) or contributions for unemployment insurance or old age pensions or annuities which are imposed by any governmental entity in connection with the labor used or which are measured by wages salaries or other remuneration paid to its officers agents or employees

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180f33

--------Contract No

In carrying out the work contemplated herein Contractor shall comply with all applicable federal and state workers compensation and liability laws and regulations with respect to the officers agents andor employees conducting and participating in the work and agrees that such officers agents andor employees will be considered as independent contractors and shall not be treated or considered in any way as officers agents andor employees of County

Contractor does by this Agreement agree to perfonn hislher said work and functions at all times in accordance with currently approved methods and practices in hislher field and that the sole interest of County is to insure that said service shall be perfonned and rendered in accordance with the Agreement

Notwithstanding the foregoing if the County detennines that pursuant to state and federal law Contractor is an employee for purposes of income tax withholding County may upon two weeks notice to Contractor withhold from payments to Contractor hereunder federal and state income taxes and pay said sums to the federal and state governments

5 Section 2 is amended and restated in its entirety as follows

INDEfYINIFICATION Contractor shall hold hannless and indemnifY the County of Alameda by defending the County of Alameda its Board of Supervisors employees and agents from and against any and all third party claims for damages on account of bodily injury (including death) or damage to real property or tangible personal property for which Contractor is legally liable to that third party and pay all costs damages and attorneys fees that a court finally awards or that are included in a settlement approved by Contractor provided that the County shall promptly notifY Contractor in writing of the claim and allow Contractor to control the defense and will cooperate with the Contractor in the defense and any related settlement negotiations The County may participate in the defense of any such claim at its own expense without relieving Contractor of any obligation hereunder

6 Section 6(a) is amended and restated in its entirety as follows

CONFORMITY WITH LAW AND SAFETY

a In perfonning services under this Agreement Contractor shall observe and comply with all laws ordinances codes and regulations of governmental agencies including federal state municipal and local governing bodies applicable to Contractor as a provider of infonnation technology products and services including all applicable provisions of the California Occupational Safety and Health Act

190f33

--------Contract No

7 Section 10 is amended and restated in its entirety as follows

TAXES Payment of all applicable federal state and local taxes excluding those based on Contractors net income shall be the sole responsibility of the County unless proper exemption documentation is provided to the Contractor

8 Section 11 is amended and restated in its entirety as follows

OWNERSHIP OF DOCUMENTS Ownership of any Materials provided under this Agreement shall be as provided for in the Additional Provisions

9 Section 12 is amended and restated in its entirety as follows

CONFLICT OF INTEREST CONFIDENTIALITY The Contractor covenants that to the best of its knowledge and belief it presently has no interest and shall not have any interest direct or indirect which would conflict in any manner with the performance of services required under this Agreement Without limitation Contractor represents to and agrees with the County that Contractor has no present and will have no future conflict of interest between providing the County services hereunder and any other person or entity (including but not limited to any federal or state wildlife environmental or regulatory agency) which has any interest adverse or potentially adverse to the County as determined in the reasonable judgment of the Board of Supervisors of the County

10 Section 15( c) is amended and restated in its entirety as follows

c If requested to do so by the County Contractor shall provide the County with access to copies of all of its records pertaining or relating to its employment practices except to the extent such records or portions of such records are confidential or privileged under state or federal law andor in accordance with Contractors policies andor procedures

11 Section 16 is amended and restated in its entirety as follows

DRUG-FREE WORKPLACE Contractor and Contractors employees shall comply with the Countys policy ofmaintaining a drug-free workplace Neither Contractor nor Contractors employees shall unlawfully manufacture distribute dispense possess or use controlled substances as defined in 21 US Code sect 812 including but not limited to marijuana heroin cocaine and amphetamines at any County facility or work site If Contractor or any employee of Contractor is convicted or pleads nolo contendere to a criminal drug statute violation occurring at a County facility or work site the Contractor within five days thereafter shall notify the head of the County departmentagency for which the contract services are performed

200f33

Contract No ________

12 Section 17 is amended and restated in its entirety as follows

AUDITS ACCESS TO RECORDS The Contractor shall make available to the County its authorized agents officers or employees for examination any and all project records evidencing or relating to the expenditures and disbursements charged to the County and shall furnish to the County its authorized agents officers or employees such other evidence or information as the County may require with regard to any such expenditure or disbursement charged by the Contractor

If such project records are not kept and maintained by Contractor within the County of Alameda California Contractor shall upon request of the County makesuch project records available to the County for inspection at a location within County Contractor shall provide such assistance as may be reasonably required in the course of such inspection The County further reserves the right to examine and reexamine said project records during the three (3) year period following termination of this Agreement or completion of all work hereunder and the Contractor shall in no event dispose of destroy alter or mutilate said project records whatsoever for three (3) years after the County makes the final or last payment or within three (3) years after any pending issues between the County and Contractor with respect to this Agreement are closed whichever is later Notwithstanding anything else contained herein as in regards to this project in no event shall Contractor provide any confidential financial information including but not limited to cost or pricing methodologies overheads profit margins internal audit results or employee records

13 Section 18 is deleted in its entirety

14 Section 20 is amended and restated in its entirety as follows

TERMINATION The County has and reserves the right to terminate or abandon the execution of any work by the Contractor without cause at any time upon giving to the Contractor thirty (30) days prior written notice In the event that the County should terminate the Contractors work the Contractor shall be entitled to payment for services provided hereunder prior to the effective date of said termination Said payment shall be computed in accordance with Exhibit B hereto provided that the maximum amount payable to Contractor for its IBM Education Pack Services shall not exceed $14994000 payment for services provided hereunder prior to the effective date of said termination

210f33

--------Contract No

15 Section 22 is deleted in its entirety IBM does not anticipate any hiring with this education effort based upon IBMs global HR policies and procedures

16 Section 30 is amended and restated in its entirety as follows

SUBCONTRACTINGASSIGNMENT Contractor shall not subcontract assign or delegate any portion of this Agreement or any duties or obligations hereunder without providing the County with prior written notification

a Neither party shall on the basis of this Agreement contract on behalf of or in the name of the other party Any agreement that violates this Section shall confer no rights on any party and shall be null and void

b Contractor shall remain fully responsible for compliance by its subcontractors with all the terms of this Agreement in the performance of the services by such subcontractors regardless of the terms of any agreement between Contractor and its subcontractors

17 Section 33 PATENT AND COpy INDEMNITY is deleted in its entirety and will be governed by the terms and conditions as stated in APPENDIX A IBM Education Pack online account

County Counsel Signature ~ b ~)lto

220f33

Contract No ________

EXIDBITA DEFINITION OF SERVICES

Project IBM Education Pack - online account

Service The contractor will set up an IBM Education Pack - online account for Alameda County Social Services Agency A total value offering of $17640000 to be placed immediately in the IBM Education Pack - online account for a price of$14994000

bull Alameda County Social Services Agency will use the IBM Education Pack - online account discounted dollars to purchase IBM Training public and private courses IBM Technical Conferences designated by IBM Training and offered in the United States IBM Training self paced virtual classes at the regular retail price in effect at the time ofeach such purchase The account is available for use to train any employee of the Alameda County Social Services Agency These dollars can not be used in combination with any other discounts promotions or separately negotiated special rates (Refer to Appendix A - IBM Education Pack -online account Terms and Conditions)

bull IBM will invoice Alameda County Social Services Agency upon signing ofthis Agreement Information will be supplied identifying a user id and password for monitoring the online account Invoices are due in accordance with Exhibit B

bull This account is valid for twelve (12) months from the date it is first activated on 31112 The requested start date may be no later than sixty (60) days from the signing ofthis Agreement Any remaining balance at the end oftwelve (12) months will expire and is non-refundable

230f33

Contract No ________

APPENDIX A

IBM Education Pack -online account

Terms and conditions

Alameda County Social Services Agency is entitled to the discounting as described below

IBM Education Pack -online account -general terms and conditions

The ffiM Education Pack -online account is an electronic account you fund with training dollars to be used for ffiM Training offerings The account offers two options for funding which are $100 increments and preset amounts

Precision paymentplan with flexible levels in $JOO increments Value of 5100 increments Your Savings USD 52500 -59900 25-99 0010 USD 510000 -524~00 100 -249 5 USD 525000 -549900 250 -499 10010 USD 550000 -599~00 500 -999 11 USD 5100000 + 1000+ 12

Pre-set amOlmts are available in packages Value Your Price Your Savings USD52500 USD $2500 0010 USD 510000 USD $9500 5 USD525OOO USD22500 10 USDS50000 USD $44500 11 USD 5100000 USD $88000 12

1 The ffiM Education Pack -online account training dollars are valid for 12 months and are nonshyrefundable The ffiM Education Pack -online account can be used by one or more individuals in your organization

2 The ffiM Education Pack online account is valid for 12 months and extensions are prohibited 3 The activation date for the ffiM Education Pack -online account is the date ffiM Training receives the

application and billing information unless an alternate activation date is requested at the time the application is submitted An activation date of up to 60 days from the date of the application may be selected if indicated on the initial order form

4 The ffiM Education Pack -online account can be used for ffiM public courses private on-site courses instructor mentoring and most conferences designated by ffiM Training and offered in the US The ffiM Education Pack -online account may also be used for most ffiM e-Iearning designated by ffiM Training When using the ffiM Education Pack -online account to pay for a private onsite class you may use the training dollar vouchers for the class tuition instructor travel and living equipment and classroom rentals if applicable

5 When using the ffiM Education Pack online account to pay for a conference the funds may be used for conference tuition and some associated education sessions designated by ffiM Training

6 The ffiM Education Pack - online account cannot be used for classes or conferences which occur beyond the expiration date of the account funds The funds must be valid on the first day of the class or

240f33

Contract No _________

conference regardless of the date ofyour enrollment 7 Certain IBM Training courses may be excluded from this program To determine which IBM Training

courses are eligible for the program and which are excluded access our online catalog via the World Wide Web at ibncQmtrainingus to view IBM Training public course descriptions and conference scheduJes or contact 1800-IBM-TEACH (1-800-426-8322)

8 You must enroll in each individual course or conference prior to attending All enrollments in courses or conferences are subject to availability Enrollments and purchases must be guaranteed by an alternate method ofpayment You must check the IBM Education Pack online account box on the enrollment form Ifyou enroll by phone you must indicate you are using IBM Education Pack - online account funds to properly flag your enrollment record

9 To use your IBM Education Pack -online account funds you must debit your account PRIOR to the start ofthe course or conference by creating a voucher and submitting it online Each account voucher must be completed with Alameda County Social Services Agency number Alameda County Social Services Agency name and offering identification You must create a unique voucher for each individual enrollment or offering you purchase

10 The purchase of an IBM Education Pack -online account does not guarantee that a class will be held in a specific location

11 Ifyour enrollment status changes due to any cancellations you must access your IBM Education Pack online account and void applicable vouchers to return unused funds to your account balance The IBM Education Pack online account will not automatically update

12 The IBM Education Pack -online account is password protected IBM Training is not responsible for the misuse ofIBM Education Pack -online accounts

B Once the IBM Education Pack -online account is debited by creating a voucher for the offering your invoice will be credited for the value submitted up to 100010 of the course or conference tuition or other valid offering purchased If the amount of the created voucher from the IBM Education Pack-online account does not cover the entire tuition of the eligible IBM Training offering you will be billed the difference Ifyour IBM Education Pack -online account is not debited a bill for the offering will be sent

14 IBM Education Pack -online account cannot be used to pay for offerings that have already been billed or applied to previously taken courses

15 Once the IBM Education Pack -online account has been debited training dollars cannot be reapplied to the IBM Education Pack -online account

16 IBM Education Pack -online account training dollars cannot be combined with any other discounts offers programs coupons or promotions

17 IBM Education Pack -online account training dollars cannot be used to purchase additional IBM Education Packs -online accounts or other discount offerings

18 The No-Show and Cancellation policies apply and a bill for the full course or conference tuition will be sent if a student fails to attend or to cancel within the required period for a course or conference To use IBM Education Pack -online account training dollars to pay a No-Show or late cancellation bill send an e-mail to edpack(ZVusibmcom for processing instructions

19 IBM Education Pack -online account cannot be used to pay for IBM Training services engagements 20 Prices ofthis program and eligible offerings are subject to change without notice 21 Course and conference schedules are subject to change without notice 22 The IBM Education Pack -online account can only be resold by authorized IBM Business Partners

250f33

Contract No _________

Terms and conditions

IBM agreementor courses and education nuderitds

CUITent as of 01 Jan 2011

The following terms apply to I) enrollment in classes offered by ffiM and 2) orders for ffiMs education materials These tenus along with any applicable license agreement are the complete agreement between us regarding the courses or education materials we provide and replace any prior oral or written communications between us Attendance at a class or your use of any education materials constitutes your agreement to these tenus and conditions Occasionally we have offerings with additional or different terms and conditions If so we will provide those terms and conditions to you For example conference tenus and conditions are outlined in the conference registration section of the conference website or in the conference brochure for the event

Coulses and education mateais

We list our generally available courses and education materials in various IDM Catalogs ofEducation (Catalog) which we publish from time to time We may add or withdraw courses and education materials at any time without notice

Scheduling dasses

We will specify the dates of public classes Private or on-site classes will be scheduled by mutual agreement We may cancel any scheduled class on notice If we cancel a class for which you have prepaid we will refund the price you paid

Accommodations for students with disabilities

IDM locations are accessible for students with disabilities If reasonable accommodations are required for an individual with a disability please advise IDM of the accommodations in advance

Pces and payment

Prices for public classes will be those in effect on the date the class begins Prices include the use of required education materials and machines They do not include taxes or student travel and living expenses IDM reserves the right to increase prices at any time without prior notification Prices for private or on-site classes will be established based on your requirements Additional charges may apply such as instructor travel and living expenses facilities and remote lab support You agree to pay amounts due including applicable taxes and any late payment fees as we specify in the invoice Conference cancellation charges will be specified on the conference website or in the conference brochure for the event

Cancellation charges

Effective January 1 2011

You will be charged the full price of a public class ifyou do not cancel or reschedule your enrollment at least fourteen calendar days prior to the scheduled start date or ifyou do not show up for the class

260f33

Contract No _________

However you may cancel your class enrollment at any time within the three days following your initial or any rescheduled enrollment date without charge

Ifyou cancel a private or on-site class within seven calendar days prior to the scheduled start date you will be billed the full price ofthe class ifyou cancel between eight and fifteen calendar days prior to the scheduled start date you will be billed 25 of the full price and ifyou cancel between sixteen and twentyshyone calendar days prior to the scheduled start date you will be billed lOO of the full price Cancellation of a private or on-site class more than twenty-one calendar days prior to the scheduled start date may be made without charge

Conference cancellation charges will be specified on the conference Web site or in the conference brochure for the event

Self-Paced Virtual Oasses and Web-Based Training Classes

You may not cancel once you submit an order for a Self-Paced Virtual Class or a Web-Based Training Class Once you submit the order you are responsible to pay the entire course price

Online Enrollment Before you submit your order review the machine requirements listed in the course description to ensure that your system meets the minimum requirements for this course After you submit the on-line order form you should receive a confirmation e-mail with communication about your ID and password and additional instructions to start the course You are billed for the course when you submit the order form

Once you receive your ID and Password you will be given a period of time to complete the course Please refer to the course description for specifics regarding your registered course ONCE YOU SUBMIT YOUR ORDER WE WILL NOT BE ABLE TO CANCEL THE ORDER

Patents and copyrights

Ifa third party claims that the education materials we provide to you infringe that partys patent or copyright we will defend you against that claim at our expense and pay all costs damages and attorneys fees that a court finally awards provided that you

1 promptly notify us in writing of the claim and 2 allow us to controL and cooperate with us in the defense and any related settlement negotiations

Ifsuch a claim is made or appears likely to be made you agree to permit us to enable you to continue to use the education materials or to modify or replace them Ifwe determine that none of these alternatives is reasonably available you agree to return the education materials to us on our written request We will then give you an appropriate credit for the returned materials

This is our entire ob1igation to you regarding any claim of infringement

We have no obligation regarding any claim based on your modification of education materials

27of33

Contract No ________

limitation of liability

Circumstances may arise where because of a default on our part or other liability you are entitled to recover damages from us In each such instance except for the payments referred to in our patent and copyright terms described above and damages for bodily injury (including death) and damage to real property and tangible personal property for which mM is legally Hable we are liable only for the charges for the class or education material that is the subject of the claim

This limit also applies to any ofour subcontractors It is the maximum for which we are collectively responsible

Items for which we are not liable Under no circumstances are we or our subcontractors liable for any of the following

] third-party claims against you for losses or damages (except as described above in the section entitled Patents and Copyrights and damages for bodily injury (including death) and damage to real property and tangible personal property for which mM is legally liable)

2 loss of or damage to your records or data or 3 special incidental or indirect damages or for any economic consequential damages (including lost

profits or savings) even ifwe are informed oftheir possibility

license

Any machine readable education materials that we provide to you will be subject to the terms and conditions ofa license agreement We will inform you of the applicable agreement

Warranty

THERE ARE NO EXPRESS WARRANTIES EXCEPT THOSE CONTAINED HEREIN OR IN ANY APPUCABLE UCENSE AGREEMENT THERE ARE NO IMPUED WARRANTIES INCLUDING BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE WE MAKE NO WARRANTY AS TO RESULTS TO BE ATTAINED BY ATTENDING OUR CLASSES OR USING OUR EDUCATION MATERIALS

Changes to this agreement

We may modifY these terms and conditions on written notice The modified terms and conditions will apply to your enrollment or order unless you cancel such enrollment or order prior to the effective date Otherwise for a change to be valid both of us must sign it Additional or different terms and conditions in any order or communication from you are void

General

bull You agree not to copy our copyrighted material without our prior written consent bull You agree not to use recording equipment in our classes without our prior written consent bull You agree not to use our trademarks trade names or other designations in any promotion or publication without our prior written consent bull You agree not to assign or otherwise transfer your rights under this Agreement without our prior

28of33

Contract No ________

written consent Any attempt to do so is void bull Neither of us is responsible for failure to fulfill any obligations due to causes beyond its control bull Neither ofus will bring a legal action (under this Agreement) more than two years after the cause of action arose bull Any terms of this Agreement which by their nature extend beyond its termination remain in effect until fulfilled and apply to respective successors and assignees

290f33

Contract No ________

EXHIBITB PAYMENT TERMS

1 The tenn ofthis Agreement is March 1 2012 through March 31 2013

2 Total payment under the tenns of this Agreement will not exceed the total amount of $14994000 This cost includes all taxes and all other charges

3 Invoices to County are due upon receipt of invoice and payable within thirty (30) days from receipt of invoice

The contractor will set up an mM Education Pack - online account for Alameda County Social Services Agency A total value offering of $1 7640000 to be placed immediately in the mM Education Pack - online account for a price of $14994000

4 Invoices will be approved by the Alameda County Social Services Agency Contract Liaison

5 Contractor shall submit invoice as required to

Alameda county Social Services Agency 2000 San Pablo Ave 4th floor

Oakland CA 94612 Attn Jerome Graham

300f33

C

EXHIBITC COUNTY OF ALAMEDA MINIMUM INSURANCE REQUIREMENTS

Wi1hout limiting MY other obligation or liabilily under this Agreement he Contractor at its sole rost and expense shall secure and keep in force he entire term of he as be he insuranre limits and endorsements

Commercial General Uability Premises Liability Products and Completed Operations Contractual

Personal and liabi B Commercial or Business Automobile Liability

All owned vehicles hired or leased vehicles non-owned borrowed and permissive uses Personal Automobile Liability is acceptable for individual contractors with no related activities Workers Compensation (WC) and Employers Uability (EL)

for all contractors with eml)Jovees

o Endorsements and Conditions

$1000000 per occurrence (CSl) Bodily Injury and Property Damage

$1000000 per occurrence (CSL) My Auto Bodily Injury and Property Damage

or disease

1 ADDmONAL INSURED All insurance required above with the exception of Personal Automobile LiabilityI Workers Compensation and Employers Liability shall be endorsed to name as additional insured County of Alameda its Board of SUpervisors the individual members thereof and all County officers agents employees and representatives

2 DURATION OF COVERAGE All required insurance shall be maintained during the entire term of the Agreement with the following exception Insurance policies and coverage(s) written on aclaims-made basis shall be maintained during the entire term of the Agreement and until 1year following expiration of the Agreemen~ as long as such coverage remains commercially available in the market place

3 REDUCTION OR UMIT OF OBLIGATION The insurance policies provided for in Aand Babove shall be primary and non contributory only with respect to liability arising out of this Agreement Pursuant to the provisions of this Agreement insurance effected or procured by the Contractor shall not reduce or limit Contractors contractual obligation to indemnify and defend the Indemnified Parties

4 INSURER ANANCIAL RAnNG Insurance shall be maintained through an insurer with aAM Best Rating of no less than AshyVlI or equivalen~ and shall be admitted to the State of California unless otherwise waived by Risk Management Acceptance of Contractors insurance by County shall not relieve or decrease the liability of Contractor hereunder My deductible or selfshyinsured retention amount or other similar obligation under the policies shall be the sole responsibility of the Contractor

S SUBCONTRACTORS Contractor shall include all subcontractors as an insured (covered party) under its policies or shall furnish separate certificates and endorsements for each subcontractor All coverages for subcontractors shall be subject to all of the requirements stated herein

6 JOINT VENTURES If Contractor is an association partnership or other joint business venture required insurance shall be provided by anyone of the following methods

- Separate insurance policies issued for each individual entity with each entity included as aNamed Insured (covered party) or at minimum named as an Additional Insured on the others policies Joint insurance program with the association partnership or other joint business venture included as a Named Insured

7 CANCELLATION OF INSURANCE Should any of the above described policies be cancelled before the expiration date thereof notice will be delivered in accordance with the policy provisions

8 CERTIACATE OF INSURANCE Before commencing operations under this Agreemen~ Contractor shall provide Certificate(s) of Insurance and applicable insurance endorsements in form and satisfactory to County evidencing that all required insurance coverage is in effect The County reserves the rights to require the Contractor to provide complete certified copies of all required insurance policies The require certificate(s) and endorsements must be sent to

- DepartmentAgency issuing the contract With acopy to the Contracts Office (2000 San Pablo Ave 4th floor Oakland CA 94612)

Certificate C-1 Form 2001-1

31of33

________________________________ _

Contract No ________

EXHIBITD

COUNTY OF ALAMEDA DEBARMENT AND SUSPENSION CERTIFICATION

(Applicable to all agreements funded in part or whole with federal funds and contracts over $25000)

The contractor under penalty of perjury certifies that except as noted below contractor its principals and any named and unnamed subcontractor

bull Is not currently under suspension debarment voluntary exclusion or

determination of ineligibility by any federal agency

bull Has not been suspended debarred voluntarily excluded or determined

ineligible by any federal agency within the past three years

bull Does not have a proposed debarment pending and

bull Has not been indicted convicted or had a civil judgment rendered against it by

a court of competent jurisdiction in any matter involving fraud or official

misconduct within the past three years

If there are any exceptions to this certification insert the exceptions in the following space

Exceptions will not necessarily result in denial of award but will be considered in determining contractor responsibility For any exception noted above indicate belOw to whom it applies initiating agency and dates of action

Notes Providing false information may result in criminal prosecution or administrative sanctions The above certification is part of the Standard Services Agreement Signing this Standard Services Agreement on the signature portion thereof shall also constitute signature of this Certification

CONTRACTOR __~~__L-

PRINCIPAL~~---ll-I-L-_o_--GlI_V__f___ TITLE~~)(UltJ~ltCJJ St(

SIGNATURE~-+-----=----____ DATEcl ~ (jJ~

32of33

Contract No _______

EXHmITE

COUNTY OF ALAMEDA CONTRACT COMPLIANCE REPORTING REQUIREMENTS

Upon receipt of signed contract documents prime contractor shall immediately enterassign subcontractors in the Syste~ confum payments received from the County within 5 business days in the Syste~ immediately enter payments made to subcontractors and ensure that subcontractors confirm they received payments within 5 business days in the System Subcontractors shall confirm their payments received from the prime contractor within 5 business days in the System

Alameda County Contract Compliance System training and ongoing support are provided at no charge to contractors and participating sub-contractors awarded a contract as a result of this bid process for this project Contractors having contracts with the County should schedule a representative from their officecompany along with each of their subcontractors to attend training The training schedule may be viewed online at httpwwwelationsyscomelatiollsysisupport lhtm or call Elation Systems at (510) 764shy1870 A special access code will be provided to contractors and subcontractors participating in this contract awarded to allow use of the System free of charge

It is the Contractors responsibility to ensure that they and their subcontractors are registered and trained as required to utilize the Alameda County Contract Compliance System Training sessions are approximately one hour and will be held periodically in a number of locations throughout Alameda COWlty

330f33

DATE MDDIYYYYCERTIFICATE OF LIABILITY INSURANCE 211012012

THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMA11ON ONLY AND CONFERS NO RIGHTS UPON TtE CERTFICATE HOLDER THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND EXTEND OR AtTER THE COVERAGE AFFORDED BY THE POUCIES BELOW THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BElWEEN THE ISSUING INSURER(S) AUTHORIZED REPRESENTATIVE OR PRODUCER AND TtE CERTIFICATE HOLDER

IMPORTANT If the certificate holder is an ADDmONAL INSURED the policy(ies) must be endorsed If SUBROGATION IS WAIVED subject to the terms and conditions ofthe policy certain policies may require an endorsement A statement on this certificate does not confer rights to the certificate holder in lieu of such enciorseme s

PROOUCER

Aon Risk Services Northeast Inc 199 Water Street New York NY 10038 Phone 8662667475 Fax 8664677847 AFFORDING COVERAGE HAIC INSURED COMPANY A ACE American Insurance Company

lnIemationaI Business -4achines Corp amp My Other Subsidiary Corp Owned 01 ConIrDlled by the Insured 1 New Orohan Road Armonk NY 10504 United Slates

INSUR

COVERAGES CERllFICATE NUMBER154795 REVISION NUMBER THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED NOTWITHSTANDING ANY REQUIREMENT TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO VllHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS EXCLUSIONS AND CONDITIONS OF SUCH POLICIES LlMrTS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS

INSR (fiUCf EFF POUCfEXPLTR TYPE OF INSURANCE POLICY NUMBER til UMITS

A GENERAL UABIUTY HDOG25529236 5212011 1512112012 EACH OCCURRENCE $1OQMQQ--shy~~ X COMMERCIAl GENERAl LIABILITY PREMISE$Ea ~~ncel 11000 000 = CLAIUS-MAOE [KJ OCCUR UED EXP (Anyone person) S2500000

- I PERSONAl amp ArN INJURY $1000000-

-- ~GENERAL AGGREGotTE $1000000

~L AGGREr9L1MIT ArPER i PROOUCTS-COMP~AGG $1000000

POLICY ~ LOG I i A AUlOIIOBILE UABlUlY ISAH08635948 51212011 51212012 COMBINED SINGLE LIMIT

51000000---shy (Eaarridentll2t ANY AUTO BOOIL Y INJURY (Per personl ALL OWNEO AUTOS f-shy

- ~LY INJURY (Peracddenl) SCHEDULED AUTOS PROPERTY DAMAGE-

- HIREOAUTOS i(Per_) r-middotmiddotmiddotmiddotmiddot

--shy ~AUTOS

I I UlIBRElILA UAB

I

Irl OCCUR i EACH OCCURRENCE

~

EXCESSUAS ~~ CLAIMS-MAOE AGGREGATE

- DEDUCTIBlE

IRETEImON $ WORIltERS COIIPENSA11ON i I~~Ullis I IdegJrANDEMPLOYERSUABUTY YIN shy

ANY PROPRIETORiPARTNERIEXECUTlVE D NIA

I

EL EACH ACCIDENT OFFlCERMEIBIR EXaUOED

I EL DISEASE - EA EMPLOYEE m(MIndaIoIy In NHI

~~~~~TIONSbel i EL OISEASEmiddot POLICY LIMIT

i i I I DESCRIP110N OF OPERATION$ LOCATION$I YEHlCLES Aflach ACORD 101 AcldiUoMlRemrb $chedm is ngtqulroocl)

Please see page 2 for any additional language

CERllFICATE HOLDER CANCELLAllON

Alameda County Department of Social Services 2000 San Pablo Ave Oakland CA 94612 United States

SHOULD ANY OF 1ME ABOVE DESCRIBED POLICIES BE CANCE1lED BEFORE lHE EXPlRA110N DATE lHEREOF NOnce WILL BE DElNERED IN ACCORDANCe WFTH lHE POLICY PROVISIONS

I

AUTHORIZED REPRESENTAlIYE

AuIhcfized ReJgtresenlatve ~_yen~ ~~~~~bullw __ J_ PIaI Risk SenIkes NonheasI Inc

ISgt 1988-2009 ACORD CORPORATION AI righIs reserved

ACORD 25 (2009101 The ACORD name and logo are registered marks ofACORD Page 1 of2

ADDITIONAL REMARKS SCHEDULE AGENCY

Aon Risk Services Northeast Inc 199 Water Street New York NY 10038 Phone 8662667475 Fax 8664677847

NAIlED INSURED IntemaUonal Business Machines CoIp amp Ally Other SubsidiaIy CoIp Owned Of Contro8ed by lIle Insured 1 New Ordlard Road Armonk NY 10504 United Slates

EFFECTIVE DATE

ADDITIONAL REMARKS

THIS ADDITIONAL REMARKS FORM IS A SCHEDULE TO ACORD FORM

FORM NUMBER 25 FORM TITLE CERTIFICATE OF LIABILITY INSURANCE

[Alameda County Department of SOcial Services County of Alameda its Board of SUpervisors the individual members hereof and all County officers agents employees and representatives are hereby named as additional insureds on

General Liability policies but only to the extent that their interest may appear

Additional Language The insurance coverage provided for herein shall be primary and non contributory only wi1h respect to liabHity arising out of this Agreement with respect to liabHity arising out of IBMs negligence and as respects this contract only

Project IBM Education Pack Services

If there is a question regarding this certificate please contact Edward DiNardo (Email dinardoeusibmcom Phone 916-567-2922)

~ operations incidental to the conduct of insureds business in the United States of America

ACORD 101 (2008101) 2008 ACORD CORPORA nON All rights reserved The ACORD name and logo are registered marks of ACORD

Page 20f2

tC~RiJ CERTIFICATE OF LIABILITY INSURANCE I DlTE 1I1IfDOIYYYY)

21102012

THIS CERnFICATE IS ISSUED AS A MATTER OF INFORMA nON ONLY AND CONFERS NO RIGHTS UPON TIE CERTIFICATE HOLDER THIS CERnFICATE DOES NOT AFFlRMAnvaY OR NEGAnVELY AMEND EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POUCIES BELOW THIS CERnFICATE OF INSURANCE DOES NOT CONSTITUlE A CONTRACT BETWEEN THE ISSUING INSURER(S) AUTHORIZED REPRESENTAnVE OR PRODUCER AND TIE CERTIFICATE HOLDER

IMPORTANT Iftlle certifieate holder is an ADDITIONAL INSURED the policy(ies) must be endorsed If SUBROGAnON IS WAIVED subject to the terms and conditions of the policy certain policies may require an endorsement A statement on this certifICate does not confer rights to the certificate holder in lieu of such endorsement(s)

PRODUCER =~NT Aon Risk Services Northeast Inc 1pound Ir~No)199 Water Street New York NY 10038 Phone 8662667475 Fax 8664677847 INSURER(S) AFFORDING COIlERAGE HAIC

INSURED COMPNff A liberty Insurance Corporal

International Business Madlines CoqJ COMNoIY B liberty MulJaIII1SUrIIIIlt8 CcrIyengtany 1 New Ord1ard Road COMNoIY Co National Union Fino ance Company d 1IIIsbtJrgh PA Amlonk NY 10504 United Stales

COVERAGES CERT1FICATE NUMBER154796 REVISION NUMBER- THIS IS TO CERTIFY THAT THE POlICIES OF INSURANCE LISTED BEleW HAVE BEEN ISSueD TO THE INSUREO NAMED ABOVE FOR THE POlICY PERIOD INDICATED NOTWITHSTANDING ANY REQUIREMENT TERM OR CONDITION OF ANY COOTRACT OR OTHER DOCUMENT 1MTH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN THE INSURANCE AFFORDEO BY THE POLICIES DESCRIBEO HEREIN IS SUBJECT TO ALL THE TERMS EXCLUSIONS AND CONDITIONS OF SUCH POliCIES LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID ClAIMS

11tf TYPE OF INSURANCE IIHSR IWVD POLICY NIMIIER ~1fgtUCYEXP UIlITS

GENERAl UAaUlY I EACH OCCURRENCE

COMMERCIAL GENERAl LiABlLI1Y ~~~e~~nce) CLAIMS-MADE D OCCUR MED EXP (Anyone fgten)

PERSONAl amp AlN INJURY

GENERAl AGGREGATE

ESPER ~CT5 - calpop AGG

nLOC AIlOIIOIlILE UAaUlY COMBINED SINGLE LIMIT - (Ea 8Cdde1t)

ANY AUTO BOOI L Y INJURY (Per fgte11lOt)-shy

ALL OWNED AUTOS BODILY INJURY (Per accident)-

- SCHEDULED AUTOS PROPERTY DAMAGE

HIRED AUTOS (Per accident) -

NON-OWNED AUTOS - ~

UIIBRELlA UAB HOCCUR

EACH OCCURRENCE-EXCESSUAB CLAIMS-MADE AGGREGATE

---- DEDUCTIBLE

A WORKERS COIIPENSAllON WA7-6I)()0415ef4Z AOSPRNYlshy 11112012 1III2OIa X I T~~JWs I IO~A AND EMPLOYERS UAaUlY WA7-62D-laquol41SHi12 IYil 11112012 11112013 A YIM WC1~I-ltIOU5amp-I52 (OR WI) 11112012 11112013 $100000A ANY PROIRIETORIPARTNERlEXECUTIVE ~

MIA ~1_ExaNOHl 11112012 11112013 EL EACH ACCIDENT OFACERIMEI4BER EXClUDEDI (Mandatory In NKI

BH2HIC14158-1M2(V1) 11112012 11112013 EL DISEASE- EA EMPLOYEE $1ooampQQc 83-118922 a-) 11112012 IttrlO13

bull ~~~OPERATIONSIlet_ EL DISEASE POliCY LIMIT $100000

bull

DESCRIPllON OF OPERATIONS I LOCAnONS I VEHICLES (Attech ACORD 101 MdIlloMI Renlarlc8lchedule r mono fMICI Is required)

bullbull Includes EL coverage for monopolistic states NO PR WA WY

Please see page 2 for any additional language

CERT1FICATE HOLDER CANCELLATlON

Alameda County Department of Social Services 2000 San Pablo Ave Oakland CA 94612 United States

SHOULD Atlaquo OF THE ABOVE DESCRI8ED POUCIES BE CANCELLED BEFORE THE EXPIRATION DATE 1lIEREOF NOTICE WILL BE DELIVERED IN ACCORDANCE WrrH THE POLICY PROVISIONS

I

AUTHOIIZED REPRESEHTA1IYE

IIiutJori2od ~ smiddot~ _~4-~(~--w ___ --~~ -~kin Risk SeNices Nor1heast Inc

copy 1881-2009 ACORD CORPORA TlON An nghts reserved ACORD 26 (2009109) The ACORD name and logo are registered marks ofACORD

Page 1 of 2

ADDITIONAL REMARKS SCHEDULE AGENCY

ADo Risk Services Northeast Inc 199 Water Street New York NY 10038 Phone 8662667475 Fax 8664677847

NAIlED INSURED International Business Machines Corp 1 New Onhani Road Armonk NY 10504 United states

EFFECTIVE MTE

ADDmONAL REMARKS

THIS ADDITIONAL REMARKS FORM IS A SCHEDULE TO ACORD FORM

FORM NUMBER 25 FORM 11TLE CERTIFICATE OF LIABILITY INSURANCE

Project IBM Education Pack Services

Ifthere is a question regarding this certificate please contact Edward DiNardo (Email dinardoeusibmcom Phone 916-567-2922)

All operations incidental to the conduct of insureds business in the United States of America

ACORD 101 (2008101) C 2008 ACORD CORPORATION All rights reserved The ACORD name and logo are registered mal1ls of ACORD

Page 20f2

AKl K NAKAO Director

G~-r)ipDecember 5 2011

DEC 08 lOl1 TO Caroline Judy Assistant Direltltor GSA

RECE~vED FROM Tudor S Mosu Procurement Specialist n

SUBJECf Finding ofNon-Competition bull Sote Source 2084 Purchase from International Business Machines Corp Sacramento CA

This is to document my finding that competitive bidding is not possible for the purchase ofall IBM Education Pack in tho amount oUI 4994000 for the Social Services Agency (SSA) Infonnation Systems Department and therefore the Departmental Justification to Request a Waiver ofCounty Competitive Bidding Requirement copy attached is approved

In accordance with the County Administrative Code Section 412010 entitled UPurchases to be by Competitive Quotation all purchases of and contracts for materials supplies services fwnishings equipment livestock and other personal property shall be based wherever possible on competitive quotations

I have reviewed and researched the product and marketplace Based on my research ofthe departmental justifi~tion and internet I have detennined the requested product and supplier cannot be substituted and satisfy the Countys requirements International Business Machines Corp (IBM) is the only vendor capable to provide an online account to be used for IBM private courses at SSA on WM business intelligence data warehouse reporting classes IBM will add the SSA content customized to the training environment using Cognos Framework Manager and will provide a suite oftraining public and private courses technical conferences and selfmiddotpaced virtual classes This sole source request was posted on the County website for ten (10) business days and no other proposal was received Therefore competitive quotations are not possible and the request is recommended for your approval

The Social Services Agency is to obtain Board approval for services that exceed $25000 requesting authorization from the President of the Board to sign the contract or approve the purchase The Auditor-Controller issues Board signed contracts and Board approved purchase orders and purchase order changes withwithout signed contracts

te IIktt II Peill-o ValenciaDeputy Direct6rlDate

GSA Office ofAcquisition Policy

SLEB Compliant ______

Date~~~~_________ Director GSA

Attachment(s)

1401 LAKISIDE DRIVU SUITL 907 OAKLND CALIFORNIA 94612 PHmr 5102989600 [AX 5[02089626 wwwlt5(itnc~ovorg

GSA Sole Source Procurements - Alameda County Page lof2o Ala~~da co~ntys Offl~lal ~ebslte Skip County Banner 0 SHARE rJf l

~ go WoOFg i QUick links Citizens Business Seerch aegov IGO I Government Emergencies

GSA Home

Home

Introduction

AwardedClosed Contracts

Current Contracting Opportunltles

Arch 8 Engineering Construction

Sole Source Procurements

Goods 8 Services The contracts described below have been determined to comply with the County Sole Source Policy in ~flesrlonal Services that only a single source is available andor valid sole source exceptions to the competitive process

I-===----f exisl Upcoming ContractIng Opportunities

Arch amp Englnoaring Construction Goods amp Services ProfessIonal ServlceQ

Sole Source Procurements

Highland Project Contracts

AwardedClosedContracts CUlTent Contracting Opportunltles Upcoml Contracting

Contacts Teams

Vendor Info Vendor Guide Vendor Application (Online) Vendor Application

Public Works (PWA) Contracting Opportunities

CDA Construction Contracting Opportunities

StopWasteOrg

Advance NotIce of SoJe Source purchases are posted on-line for a minimum of five (Ii) business days prior to a contract being awarded For any additlonallnformatlon regarding contracts posted on thIs website please contact the appropriate parson listed below Thank you for your interest

Source Contract DescrIption

f1Ef1l Online Training Courses

f1I3JI Repair and Test fIre fighting ProtectiVe Clothing

Electro Shock Guns Cartridges BaHerlee amp Accessories

Estimate Award Date

120212011

11302011

111172011

Contact Person

Tudor S Mosu (510) 208-9614

Tudor S Mosu (510) 208-9614

Tudor S Mosu (510) 208-9614

mhtmIfilelICUserstmosuAppDataLocalMicrosoftWindowsTemporary Internet FilesContentOutlook1OYF6YPOGSA S 1210612011

Alameda County Auclttor-Controller Agencv Office of Contract Compliance OCC

FEDERAL GRANT FUNDS SMALL LOCAL EMERGING BUSINESS (SUI) WAIVER REQUEST

REQUIREDTOSOUCIT BlOSPROPOSALSAND AWARt)AMENO CONTRACTS THAT INCUJDe FtoERAl GRANT FUNDS THAT fROHI51l GIOORAPHICAl PREFERENCE)

mSfCDOfltcompr middot6 bbw and submit fhts form wlfh supporifng doclfrnentaion pecificolty stoHng that geographle preferences om bonnad fer the requetfed procurement to Tcmtnee TRlong Auditor Controller ace a QC 20111 or vIa email tot1Wlmf1lmn9_~99Uponapprovala fampdeKal Fundt WaNer number wm be I$SitEtd This numbM Is a mandatOf) field rGqooed tQ enter Q Procurement CollirUct In ALCOUMt ace wlJi mft-m upprovaill and denkds to tile Requesfing Depmtmem listed belew It IIIIftoI WQJvCW Is to $Cliett bids resubmlt c IOPY of the originally signed form Q nsed to tIWOrdlarYileM eo~ttI~ rlllquired addltlOlQllnfOOYlofl~l (3JiC bllliowl

1 Requasiing Department Ncme~_~~~9______ _~__________

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l ControctorNameCitYIM~IaClesett --~------------- iI Total Contract ValtJe $1499~O~ 5 3 fs i

L 3 fpoundlltroct S~ Date ~LJ~)2 U- COltmct End Dote=--zbJ~_IT1- - ~----- --~ -------- C 0 Contract Amendment --1_~J_ Also complete R 11 B2) and B 3) above WaWQr Req~Date

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geographical preferencs$ rrown he proc)r~met1 described above

Federal Re~Jutotlon NameNumber H~ltht~ S~~~L2~45ER~_~__~_

5 pound1 Che~~k here to lndicats that the Fedarar grant fundi are sub granted or PQssed through the State to the Couniy where State laws prohibit geogroph1cai preferences from the proctffemenf described obove and sub granf documerlts are aHached

State Regulation NomeNum r---=__

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EPLS Search Results Page 1 of 1

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as of 14-Feb-2012 229 PM EST

Your search returned no results

httpsllwwweplsgoveplssearchdo full_name= Intemational+Business+Machines+Corpo 2142012

Contract No _______

should abandol terminate or suspend the Contractors work the Contractor shall be entitled to payment for services provided hereunder prior to the effective date of said suspensiol termination or abandonment Said payment shall be computed in accordance with Exhibit B hereto provided that the maximum amount payable to Contractor for its ffiM Education Pack Services shall not exceed $14994000 payment for services provided hereunder prior to the effective date of said suspensiol termination or abandonment

21 SMALL LOCAL AND EMERGING BUSINESS (SLEB) PARTICIPATION

Contractor has been approved by County to participate in contract without SLEB participation (Waiver F308A attached) As a result there is no requirement to subcontract with another business in order to satisfy the Countys Small and Emerging Locally owned Business provision

However if circumstances or the terms of the contract should change Contractor may be required to immediately comply with the Countys Small and Emerging Local Business provisions including but not limited to

a Contractor must be a certified small or emerging local business( es) or subcontract a minimum 20 with a certified small or emerging local business(es)

b SLEB subcontractor(s) is independently owned and operated (ie is not owned or operated in any way by Prime) nor do any employees of either entity work for the other

c Small andor Emerging Local Business participation and current SLEB certification status must be maintained for the term of the contract Contractor shall ensure that their own certification status andor that of participating subcontractors (as is applicable) are maintained in compliance with the SLEB Program

d Contractor shall not substitute or add any small andor emerging local business( s) listed in this agreement without prior written approval from the County Said requests to substitute or add a small andor emerging local business shall be submitted in writing to the County department contract representative identified under Item 13 above Contractor will not be able to substitute the subcontractor without prior written approval from the Alameda County Auditor Controller Agency Office of Contract Compliance (OCC)

e All SLEB participatiol except for SLEB prime contractor must be tracked and monitored utilizing the Elation compliance System

13 of 33

Contract No _______

COWIty will be WIder no obligation to pay contractor for the percent committed to a SLEB (whether SLEB is a prime or subcontractor) if the work is not performed by the listed small andor emerging local business

For further information regarding the Small Local Emerging Business participation requirements and utilization of the Alameda COWlty Contract Compliance System contact the COWIty Auditor- Controllers Office ofContract Compliance (OCC) located at 1221 Oak St Rm 249 Oakland CA 94612 at Tel (510) 891-5500 Fax (510) 272-6502 or via E-mail at ACSLEBcomplianceacgovorg

c

22 FIRST SOURCE PROGRAM For contracts over $100000 Contractor shall provide COWIty ten (10) working days to refer to Contractor potential candidates to be considered by Contractor to fill any new or vacant positions that are necessary to fulfill their contractual obligations to the COWIty that Contractor has available during the contract term before advertising to the general public

23 CHOICE OF LAW This Agreement shall be governed by the laws of the State of California

24 WAIVER No waiver of a breach failure of any condition or any right or remedy contained in or granted by the provisions of this Agreement shall be effective wuess it is in writing and signed by the party waiving the breach failure right or remedy No waiver of any breach failure right or remedy shall be deemed a waiver of any other breach failure right or remedy whether or not similar nor shall any waiver constitute a continuing waiver unless the writing so specifies

25 ENTIRE AGREEMENT This Agreement including all attachments exhibits and any other documents specifically incorporated into this Agreement shall constitute the entire agreement between COWIty and Contractor relating to the subject matter of this Agreement As used herein Agreement refers to and includes any documents incorporated herein by reference and any exhibits or attachments This Agreement supersedes and merges all previous WIderstandings and all other agreements written or oral between the parties and sets forth the entire WIderstanding of the parties regarding the subject matter thereof The Agreement may not be modified except by a written document signed by both parties

26 HEADINGS herein are for convenience of reference Oluy and shall in no way affect interpretation of the Agreement

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Contract No _______

27 ADVERTISING OR PUBLICITY Contractor shall not use the name OfCOWIty its officers directors employees or agents in advertising or publicity releases or otherwise without securing the prior written consent of COWIty in each instance

28 MODIFICATION OF AGREEMENT This Agreement may be supplemented amended or modified only by the mutual agreement of the parties No supplement amendment or modification of this Agreement shall be binding wuess it is in writing and signed by authorized representatives of both parties

29 ASSURANCE OF PERFORMANCE If at any time County believes Contractor may not be adequately performing its obligations under this Agreement or that Contractor may fail to complete the Services as required by this Agreement COWIty may request from Contractor prompt written assurances of performance and a written plan acceptable to County to correct the observed deficiencies in Contractors performance Contractor shall provide such written assurances and written plan within ten (10) calendar days of its receipt of Countys request and shall thereafter diligently commence and fully perform such written plan Contractor acknowledges and agrees that any failure to provide such written assurances and written plan within the required time is a material breach under this Agreement

30 SUBCONTRACTINGASSIGNMENT Contractor shall not subcontract assign or delegate any portion of this Agreement or any duties or obligations hereunder without the Countys prior written approval

a Neither party shall on the basis ofthis Agreement contract on behalf ofor in the name of the other party Any agreement that violates this Section shall confer no rights on any party and shall be null and void

b Contractor shall use the subcontractors identified in Exhibit A and shall not substitute subcontractors without Countys prior written approval

c Contractor shall remain fully responsible for compliance by its subcontractors with all the terms ofthis Agreement regardless of the terms of any agreement between Contractor and its subcontractors

31 SURVIVAL The obligations of this Agreement which by their nature would continue beyond the termination on expiration of the Agreement including without limitation the obligations regarding Indemnification (Paragraph 2) Ownership of Documents (Paragraph 11) and Conflict of Interest (Paragraph 12) shall survive termination or expiration

32 SEVERABILITY If a court of competent jurisdiction holds any provision of this Agreement to be illegal unenforceable or invalid in whole or in part for any

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reason the validity and enforceability of the remaining provisions or portions of them will not be affecteltL unless an essential purpose ofthis Agreement would be defeated by the loss ofthe illegal mlenforceable or invalid provision

33 PATENT AND COPYRIGHT INDEMNITY Contractor represents that it knows ofno allegations claims or threatened claims that the materials services hardware or software (Contractor Products) provided to ComIty under this Agreement infringe any patent copyright or other proprietary right Contractor shall defenltL indemnify and hold harmless ComIty of from and against all losses claims damages liabilities costs expenses and amounts (collectively Losses) arising out of or in connection with an assertion that any Contractor Products or the use thereof infringe any patent copyright or other proprietary right of any third party ComIty will ( 1) notify Contractor promptly of such claim suit or assertion (2) permit Contractor to defend compromise or settle the claim anltL (3) provide on a reasonable basis information to enable Contractor to do so Contractor shall not agree without Countys prior written consent to any settlement which would require County to pay money or perform some affirmative act in order to continue using the Contractor Products

a If Contractor is obligated to defend County pursuant to this Section 33 and fails to do so after reasonable notice from County County may defend itself andor settle such proceeding and Contractor shall pay to ComIty any and all losses damages and expenses (including attorneys fees and costs) incurred in relationship with ComItys defense andor settlement of such proceeding

b hI the case of any such claim of infringement Contractor shall either at its option (1) procure for ComIty the right to continue using the Contractor Products or (2) replace or modify the Contractor Products so that that they become non-infringing but equivalent in functionality and performance

c Notwithstanding this Section 33 ComIty retains the right and ability to defend itself at its own expense against any claims that Contractor Products infringe any patent copyright or other intellectual property right

34 OTHER AGENCIES Other tax supported agencies within the State of California who have not contracted for their own requirements may desire to participate in this contract The Contractor is requested to service these agencies and will be given the opportunity to accept or reject the additional requirements If the Contractor elects to supply other agencies orders will be placed directly by the agency and payments made directly by the agency

35 EXTENSION This agreement may be extended for two additional one year terms by mutual agreement of the ComIty and the Contractor

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Contract No _______

36 SIGNATORY By signing this agreement signatory warrants and represents that heshe executed this Agreement ill hislher authorized capacity and that by hislher signature on this Agreement heshe or the entity upon behalf of which heshe acted executed this Agreement

[END OF GENERAL TERMS AND CONDITIONS]

170f33

--------Contract No

ADDITIONAL PROVISIONS

1 Exhibit E COUNTY OF ALAMEDA CONTRACT COMPLIANCE REPORTING REQUIREMENTS - Not applicable Federal Grant Funds SLEB Waiver approved F308A (attached) Waiver of county competitive bidding requirement approved by GSA (Attached copy of the GSA memo dated on 125111)

2 The IBM Education Pack -online account Program is subject to the terms and conditions of the IBM Agreement for Courses and Education Materials which can be found by accessing the IBM Web site via ibmcomltraininglustermshtmL

3 US County Government Alameda County Social Services Agency Only For US County Government Alameda County Social Services Agency ordering from the IBM GSA IT Schedule Contract Number GS-35F-4984H The terms and conditions of the GSA IT Schedule Contract apply and may be viewed at wwwibmcomleasyaccessgsa

For US County Government Alameda County Social Services Agency placing orders other than via the GSA IT Schedule Contract Terms and conditions equivalent to those contained in IBMs current GSA IT Schedule Contract apply Terms of IBMs current GSA IT Schedule Contract prevail in the event of a conflict with the commercial terms

The following General Terms and Agreement shan be modified as follows

4 Section 1 is amended and restated in its entirety as follows

INDEPENDENT CONTRACTOR No relationship of employer and employee is created by this Agreement it being understood and agreed that Contractor is an independent contractor Contractor is not the agent or employee of the County in any capacity whatsoever and County shall not be liable for any acts or omissions by Contractor nor for any obligations or ~iabilities incurred by Contractor

Contractor shall have no claim under this Agreement or otherwise for seniority vacation time vacation pay sick leave personal time off overtime health insurance medical care hospital care retirement benefits social security disability Workers Compensation or unemployment insurance benefits civil service protection or employee benefits of any kind

Contractor shall be solely liable for and obligated to pay directly all applicable payroll taxes (including federal and state income taxes) or contributions for unemployment insurance or old age pensions or annuities which are imposed by any governmental entity in connection with the labor used or which are measured by wages salaries or other remuneration paid to its officers agents or employees

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180f33

--------Contract No

In carrying out the work contemplated herein Contractor shall comply with all applicable federal and state workers compensation and liability laws and regulations with respect to the officers agents andor employees conducting and participating in the work and agrees that such officers agents andor employees will be considered as independent contractors and shall not be treated or considered in any way as officers agents andor employees of County

Contractor does by this Agreement agree to perfonn hislher said work and functions at all times in accordance with currently approved methods and practices in hislher field and that the sole interest of County is to insure that said service shall be perfonned and rendered in accordance with the Agreement

Notwithstanding the foregoing if the County detennines that pursuant to state and federal law Contractor is an employee for purposes of income tax withholding County may upon two weeks notice to Contractor withhold from payments to Contractor hereunder federal and state income taxes and pay said sums to the federal and state governments

5 Section 2 is amended and restated in its entirety as follows

INDEfYINIFICATION Contractor shall hold hannless and indemnifY the County of Alameda by defending the County of Alameda its Board of Supervisors employees and agents from and against any and all third party claims for damages on account of bodily injury (including death) or damage to real property or tangible personal property for which Contractor is legally liable to that third party and pay all costs damages and attorneys fees that a court finally awards or that are included in a settlement approved by Contractor provided that the County shall promptly notifY Contractor in writing of the claim and allow Contractor to control the defense and will cooperate with the Contractor in the defense and any related settlement negotiations The County may participate in the defense of any such claim at its own expense without relieving Contractor of any obligation hereunder

6 Section 6(a) is amended and restated in its entirety as follows

CONFORMITY WITH LAW AND SAFETY

a In perfonning services under this Agreement Contractor shall observe and comply with all laws ordinances codes and regulations of governmental agencies including federal state municipal and local governing bodies applicable to Contractor as a provider of infonnation technology products and services including all applicable provisions of the California Occupational Safety and Health Act

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--------Contract No

7 Section 10 is amended and restated in its entirety as follows

TAXES Payment of all applicable federal state and local taxes excluding those based on Contractors net income shall be the sole responsibility of the County unless proper exemption documentation is provided to the Contractor

8 Section 11 is amended and restated in its entirety as follows

OWNERSHIP OF DOCUMENTS Ownership of any Materials provided under this Agreement shall be as provided for in the Additional Provisions

9 Section 12 is amended and restated in its entirety as follows

CONFLICT OF INTEREST CONFIDENTIALITY The Contractor covenants that to the best of its knowledge and belief it presently has no interest and shall not have any interest direct or indirect which would conflict in any manner with the performance of services required under this Agreement Without limitation Contractor represents to and agrees with the County that Contractor has no present and will have no future conflict of interest between providing the County services hereunder and any other person or entity (including but not limited to any federal or state wildlife environmental or regulatory agency) which has any interest adverse or potentially adverse to the County as determined in the reasonable judgment of the Board of Supervisors of the County

10 Section 15( c) is amended and restated in its entirety as follows

c If requested to do so by the County Contractor shall provide the County with access to copies of all of its records pertaining or relating to its employment practices except to the extent such records or portions of such records are confidential or privileged under state or federal law andor in accordance with Contractors policies andor procedures

11 Section 16 is amended and restated in its entirety as follows

DRUG-FREE WORKPLACE Contractor and Contractors employees shall comply with the Countys policy ofmaintaining a drug-free workplace Neither Contractor nor Contractors employees shall unlawfully manufacture distribute dispense possess or use controlled substances as defined in 21 US Code sect 812 including but not limited to marijuana heroin cocaine and amphetamines at any County facility or work site If Contractor or any employee of Contractor is convicted or pleads nolo contendere to a criminal drug statute violation occurring at a County facility or work site the Contractor within five days thereafter shall notify the head of the County departmentagency for which the contract services are performed

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Contract No ________

12 Section 17 is amended and restated in its entirety as follows

AUDITS ACCESS TO RECORDS The Contractor shall make available to the County its authorized agents officers or employees for examination any and all project records evidencing or relating to the expenditures and disbursements charged to the County and shall furnish to the County its authorized agents officers or employees such other evidence or information as the County may require with regard to any such expenditure or disbursement charged by the Contractor

If such project records are not kept and maintained by Contractor within the County of Alameda California Contractor shall upon request of the County makesuch project records available to the County for inspection at a location within County Contractor shall provide such assistance as may be reasonably required in the course of such inspection The County further reserves the right to examine and reexamine said project records during the three (3) year period following termination of this Agreement or completion of all work hereunder and the Contractor shall in no event dispose of destroy alter or mutilate said project records whatsoever for three (3) years after the County makes the final or last payment or within three (3) years after any pending issues between the County and Contractor with respect to this Agreement are closed whichever is later Notwithstanding anything else contained herein as in regards to this project in no event shall Contractor provide any confidential financial information including but not limited to cost or pricing methodologies overheads profit margins internal audit results or employee records

13 Section 18 is deleted in its entirety

14 Section 20 is amended and restated in its entirety as follows

TERMINATION The County has and reserves the right to terminate or abandon the execution of any work by the Contractor without cause at any time upon giving to the Contractor thirty (30) days prior written notice In the event that the County should terminate the Contractors work the Contractor shall be entitled to payment for services provided hereunder prior to the effective date of said termination Said payment shall be computed in accordance with Exhibit B hereto provided that the maximum amount payable to Contractor for its IBM Education Pack Services shall not exceed $14994000 payment for services provided hereunder prior to the effective date of said termination

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--------Contract No

15 Section 22 is deleted in its entirety IBM does not anticipate any hiring with this education effort based upon IBMs global HR policies and procedures

16 Section 30 is amended and restated in its entirety as follows

SUBCONTRACTINGASSIGNMENT Contractor shall not subcontract assign or delegate any portion of this Agreement or any duties or obligations hereunder without providing the County with prior written notification

a Neither party shall on the basis of this Agreement contract on behalf of or in the name of the other party Any agreement that violates this Section shall confer no rights on any party and shall be null and void

b Contractor shall remain fully responsible for compliance by its subcontractors with all the terms of this Agreement in the performance of the services by such subcontractors regardless of the terms of any agreement between Contractor and its subcontractors

17 Section 33 PATENT AND COpy INDEMNITY is deleted in its entirety and will be governed by the terms and conditions as stated in APPENDIX A IBM Education Pack online account

County Counsel Signature ~ b ~)lto

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Contract No ________

EXIDBITA DEFINITION OF SERVICES

Project IBM Education Pack - online account

Service The contractor will set up an IBM Education Pack - online account for Alameda County Social Services Agency A total value offering of $17640000 to be placed immediately in the IBM Education Pack - online account for a price of$14994000

bull Alameda County Social Services Agency will use the IBM Education Pack - online account discounted dollars to purchase IBM Training public and private courses IBM Technical Conferences designated by IBM Training and offered in the United States IBM Training self paced virtual classes at the regular retail price in effect at the time ofeach such purchase The account is available for use to train any employee of the Alameda County Social Services Agency These dollars can not be used in combination with any other discounts promotions or separately negotiated special rates (Refer to Appendix A - IBM Education Pack -online account Terms and Conditions)

bull IBM will invoice Alameda County Social Services Agency upon signing ofthis Agreement Information will be supplied identifying a user id and password for monitoring the online account Invoices are due in accordance with Exhibit B

bull This account is valid for twelve (12) months from the date it is first activated on 31112 The requested start date may be no later than sixty (60) days from the signing ofthis Agreement Any remaining balance at the end oftwelve (12) months will expire and is non-refundable

230f33

Contract No ________

APPENDIX A

IBM Education Pack -online account

Terms and conditions

Alameda County Social Services Agency is entitled to the discounting as described below

IBM Education Pack -online account -general terms and conditions

The ffiM Education Pack -online account is an electronic account you fund with training dollars to be used for ffiM Training offerings The account offers two options for funding which are $100 increments and preset amounts

Precision paymentplan with flexible levels in $JOO increments Value of 5100 increments Your Savings USD 52500 -59900 25-99 0010 USD 510000 -524~00 100 -249 5 USD 525000 -549900 250 -499 10010 USD 550000 -599~00 500 -999 11 USD 5100000 + 1000+ 12

Pre-set amOlmts are available in packages Value Your Price Your Savings USD52500 USD $2500 0010 USD 510000 USD $9500 5 USD525OOO USD22500 10 USDS50000 USD $44500 11 USD 5100000 USD $88000 12

1 The ffiM Education Pack -online account training dollars are valid for 12 months and are nonshyrefundable The ffiM Education Pack -online account can be used by one or more individuals in your organization

2 The ffiM Education Pack online account is valid for 12 months and extensions are prohibited 3 The activation date for the ffiM Education Pack -online account is the date ffiM Training receives the

application and billing information unless an alternate activation date is requested at the time the application is submitted An activation date of up to 60 days from the date of the application may be selected if indicated on the initial order form

4 The ffiM Education Pack -online account can be used for ffiM public courses private on-site courses instructor mentoring and most conferences designated by ffiM Training and offered in the US The ffiM Education Pack -online account may also be used for most ffiM e-Iearning designated by ffiM Training When using the ffiM Education Pack -online account to pay for a private onsite class you may use the training dollar vouchers for the class tuition instructor travel and living equipment and classroom rentals if applicable

5 When using the ffiM Education Pack online account to pay for a conference the funds may be used for conference tuition and some associated education sessions designated by ffiM Training

6 The ffiM Education Pack - online account cannot be used for classes or conferences which occur beyond the expiration date of the account funds The funds must be valid on the first day of the class or

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Contract No _________

conference regardless of the date ofyour enrollment 7 Certain IBM Training courses may be excluded from this program To determine which IBM Training

courses are eligible for the program and which are excluded access our online catalog via the World Wide Web at ibncQmtrainingus to view IBM Training public course descriptions and conference scheduJes or contact 1800-IBM-TEACH (1-800-426-8322)

8 You must enroll in each individual course or conference prior to attending All enrollments in courses or conferences are subject to availability Enrollments and purchases must be guaranteed by an alternate method ofpayment You must check the IBM Education Pack online account box on the enrollment form Ifyou enroll by phone you must indicate you are using IBM Education Pack - online account funds to properly flag your enrollment record

9 To use your IBM Education Pack -online account funds you must debit your account PRIOR to the start ofthe course or conference by creating a voucher and submitting it online Each account voucher must be completed with Alameda County Social Services Agency number Alameda County Social Services Agency name and offering identification You must create a unique voucher for each individual enrollment or offering you purchase

10 The purchase of an IBM Education Pack -online account does not guarantee that a class will be held in a specific location

11 Ifyour enrollment status changes due to any cancellations you must access your IBM Education Pack online account and void applicable vouchers to return unused funds to your account balance The IBM Education Pack online account will not automatically update

12 The IBM Education Pack -online account is password protected IBM Training is not responsible for the misuse ofIBM Education Pack -online accounts

B Once the IBM Education Pack -online account is debited by creating a voucher for the offering your invoice will be credited for the value submitted up to 100010 of the course or conference tuition or other valid offering purchased If the amount of the created voucher from the IBM Education Pack-online account does not cover the entire tuition of the eligible IBM Training offering you will be billed the difference Ifyour IBM Education Pack -online account is not debited a bill for the offering will be sent

14 IBM Education Pack -online account cannot be used to pay for offerings that have already been billed or applied to previously taken courses

15 Once the IBM Education Pack -online account has been debited training dollars cannot be reapplied to the IBM Education Pack -online account

16 IBM Education Pack -online account training dollars cannot be combined with any other discounts offers programs coupons or promotions

17 IBM Education Pack -online account training dollars cannot be used to purchase additional IBM Education Packs -online accounts or other discount offerings

18 The No-Show and Cancellation policies apply and a bill for the full course or conference tuition will be sent if a student fails to attend or to cancel within the required period for a course or conference To use IBM Education Pack -online account training dollars to pay a No-Show or late cancellation bill send an e-mail to edpack(ZVusibmcom for processing instructions

19 IBM Education Pack -online account cannot be used to pay for IBM Training services engagements 20 Prices ofthis program and eligible offerings are subject to change without notice 21 Course and conference schedules are subject to change without notice 22 The IBM Education Pack -online account can only be resold by authorized IBM Business Partners

250f33

Contract No _________

Terms and conditions

IBM agreementor courses and education nuderitds

CUITent as of 01 Jan 2011

The following terms apply to I) enrollment in classes offered by ffiM and 2) orders for ffiMs education materials These tenus along with any applicable license agreement are the complete agreement between us regarding the courses or education materials we provide and replace any prior oral or written communications between us Attendance at a class or your use of any education materials constitutes your agreement to these tenus and conditions Occasionally we have offerings with additional or different terms and conditions If so we will provide those terms and conditions to you For example conference tenus and conditions are outlined in the conference registration section of the conference website or in the conference brochure for the event

Coulses and education mateais

We list our generally available courses and education materials in various IDM Catalogs ofEducation (Catalog) which we publish from time to time We may add or withdraw courses and education materials at any time without notice

Scheduling dasses

We will specify the dates of public classes Private or on-site classes will be scheduled by mutual agreement We may cancel any scheduled class on notice If we cancel a class for which you have prepaid we will refund the price you paid

Accommodations for students with disabilities

IDM locations are accessible for students with disabilities If reasonable accommodations are required for an individual with a disability please advise IDM of the accommodations in advance

Pces and payment

Prices for public classes will be those in effect on the date the class begins Prices include the use of required education materials and machines They do not include taxes or student travel and living expenses IDM reserves the right to increase prices at any time without prior notification Prices for private or on-site classes will be established based on your requirements Additional charges may apply such as instructor travel and living expenses facilities and remote lab support You agree to pay amounts due including applicable taxes and any late payment fees as we specify in the invoice Conference cancellation charges will be specified on the conference website or in the conference brochure for the event

Cancellation charges

Effective January 1 2011

You will be charged the full price of a public class ifyou do not cancel or reschedule your enrollment at least fourteen calendar days prior to the scheduled start date or ifyou do not show up for the class

260f33

Contract No _________

However you may cancel your class enrollment at any time within the three days following your initial or any rescheduled enrollment date without charge

Ifyou cancel a private or on-site class within seven calendar days prior to the scheduled start date you will be billed the full price ofthe class ifyou cancel between eight and fifteen calendar days prior to the scheduled start date you will be billed 25 of the full price and ifyou cancel between sixteen and twentyshyone calendar days prior to the scheduled start date you will be billed lOO of the full price Cancellation of a private or on-site class more than twenty-one calendar days prior to the scheduled start date may be made without charge

Conference cancellation charges will be specified on the conference Web site or in the conference brochure for the event

Self-Paced Virtual Oasses and Web-Based Training Classes

You may not cancel once you submit an order for a Self-Paced Virtual Class or a Web-Based Training Class Once you submit the order you are responsible to pay the entire course price

Online Enrollment Before you submit your order review the machine requirements listed in the course description to ensure that your system meets the minimum requirements for this course After you submit the on-line order form you should receive a confirmation e-mail with communication about your ID and password and additional instructions to start the course You are billed for the course when you submit the order form

Once you receive your ID and Password you will be given a period of time to complete the course Please refer to the course description for specifics regarding your registered course ONCE YOU SUBMIT YOUR ORDER WE WILL NOT BE ABLE TO CANCEL THE ORDER

Patents and copyrights

Ifa third party claims that the education materials we provide to you infringe that partys patent or copyright we will defend you against that claim at our expense and pay all costs damages and attorneys fees that a court finally awards provided that you

1 promptly notify us in writing of the claim and 2 allow us to controL and cooperate with us in the defense and any related settlement negotiations

Ifsuch a claim is made or appears likely to be made you agree to permit us to enable you to continue to use the education materials or to modify or replace them Ifwe determine that none of these alternatives is reasonably available you agree to return the education materials to us on our written request We will then give you an appropriate credit for the returned materials

This is our entire ob1igation to you regarding any claim of infringement

We have no obligation regarding any claim based on your modification of education materials

27of33

Contract No ________

limitation of liability

Circumstances may arise where because of a default on our part or other liability you are entitled to recover damages from us In each such instance except for the payments referred to in our patent and copyright terms described above and damages for bodily injury (including death) and damage to real property and tangible personal property for which mM is legally Hable we are liable only for the charges for the class or education material that is the subject of the claim

This limit also applies to any ofour subcontractors It is the maximum for which we are collectively responsible

Items for which we are not liable Under no circumstances are we or our subcontractors liable for any of the following

] third-party claims against you for losses or damages (except as described above in the section entitled Patents and Copyrights and damages for bodily injury (including death) and damage to real property and tangible personal property for which mM is legally liable)

2 loss of or damage to your records or data or 3 special incidental or indirect damages or for any economic consequential damages (including lost

profits or savings) even ifwe are informed oftheir possibility

license

Any machine readable education materials that we provide to you will be subject to the terms and conditions ofa license agreement We will inform you of the applicable agreement

Warranty

THERE ARE NO EXPRESS WARRANTIES EXCEPT THOSE CONTAINED HEREIN OR IN ANY APPUCABLE UCENSE AGREEMENT THERE ARE NO IMPUED WARRANTIES INCLUDING BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE WE MAKE NO WARRANTY AS TO RESULTS TO BE ATTAINED BY ATTENDING OUR CLASSES OR USING OUR EDUCATION MATERIALS

Changes to this agreement

We may modifY these terms and conditions on written notice The modified terms and conditions will apply to your enrollment or order unless you cancel such enrollment or order prior to the effective date Otherwise for a change to be valid both of us must sign it Additional or different terms and conditions in any order or communication from you are void

General

bull You agree not to copy our copyrighted material without our prior written consent bull You agree not to use recording equipment in our classes without our prior written consent bull You agree not to use our trademarks trade names or other designations in any promotion or publication without our prior written consent bull You agree not to assign or otherwise transfer your rights under this Agreement without our prior

28of33

Contract No ________

written consent Any attempt to do so is void bull Neither of us is responsible for failure to fulfill any obligations due to causes beyond its control bull Neither ofus will bring a legal action (under this Agreement) more than two years after the cause of action arose bull Any terms of this Agreement which by their nature extend beyond its termination remain in effect until fulfilled and apply to respective successors and assignees

290f33

Contract No ________

EXHIBITB PAYMENT TERMS

1 The tenn ofthis Agreement is March 1 2012 through March 31 2013

2 Total payment under the tenns of this Agreement will not exceed the total amount of $14994000 This cost includes all taxes and all other charges

3 Invoices to County are due upon receipt of invoice and payable within thirty (30) days from receipt of invoice

The contractor will set up an mM Education Pack - online account for Alameda County Social Services Agency A total value offering of $1 7640000 to be placed immediately in the mM Education Pack - online account for a price of $14994000

4 Invoices will be approved by the Alameda County Social Services Agency Contract Liaison

5 Contractor shall submit invoice as required to

Alameda county Social Services Agency 2000 San Pablo Ave 4th floor

Oakland CA 94612 Attn Jerome Graham

300f33

C

EXHIBITC COUNTY OF ALAMEDA MINIMUM INSURANCE REQUIREMENTS

Wi1hout limiting MY other obligation or liabilily under this Agreement he Contractor at its sole rost and expense shall secure and keep in force he entire term of he as be he insuranre limits and endorsements

Commercial General Uability Premises Liability Products and Completed Operations Contractual

Personal and liabi B Commercial or Business Automobile Liability

All owned vehicles hired or leased vehicles non-owned borrowed and permissive uses Personal Automobile Liability is acceptable for individual contractors with no related activities Workers Compensation (WC) and Employers Uability (EL)

for all contractors with eml)Jovees

o Endorsements and Conditions

$1000000 per occurrence (CSl) Bodily Injury and Property Damage

$1000000 per occurrence (CSL) My Auto Bodily Injury and Property Damage

or disease

1 ADDmONAL INSURED All insurance required above with the exception of Personal Automobile LiabilityI Workers Compensation and Employers Liability shall be endorsed to name as additional insured County of Alameda its Board of SUpervisors the individual members thereof and all County officers agents employees and representatives

2 DURATION OF COVERAGE All required insurance shall be maintained during the entire term of the Agreement with the following exception Insurance policies and coverage(s) written on aclaims-made basis shall be maintained during the entire term of the Agreement and until 1year following expiration of the Agreemen~ as long as such coverage remains commercially available in the market place

3 REDUCTION OR UMIT OF OBLIGATION The insurance policies provided for in Aand Babove shall be primary and non contributory only with respect to liability arising out of this Agreement Pursuant to the provisions of this Agreement insurance effected or procured by the Contractor shall not reduce or limit Contractors contractual obligation to indemnify and defend the Indemnified Parties

4 INSURER ANANCIAL RAnNG Insurance shall be maintained through an insurer with aAM Best Rating of no less than AshyVlI or equivalen~ and shall be admitted to the State of California unless otherwise waived by Risk Management Acceptance of Contractors insurance by County shall not relieve or decrease the liability of Contractor hereunder My deductible or selfshyinsured retention amount or other similar obligation under the policies shall be the sole responsibility of the Contractor

S SUBCONTRACTORS Contractor shall include all subcontractors as an insured (covered party) under its policies or shall furnish separate certificates and endorsements for each subcontractor All coverages for subcontractors shall be subject to all of the requirements stated herein

6 JOINT VENTURES If Contractor is an association partnership or other joint business venture required insurance shall be provided by anyone of the following methods

- Separate insurance policies issued for each individual entity with each entity included as aNamed Insured (covered party) or at minimum named as an Additional Insured on the others policies Joint insurance program with the association partnership or other joint business venture included as a Named Insured

7 CANCELLATION OF INSURANCE Should any of the above described policies be cancelled before the expiration date thereof notice will be delivered in accordance with the policy provisions

8 CERTIACATE OF INSURANCE Before commencing operations under this Agreemen~ Contractor shall provide Certificate(s) of Insurance and applicable insurance endorsements in form and satisfactory to County evidencing that all required insurance coverage is in effect The County reserves the rights to require the Contractor to provide complete certified copies of all required insurance policies The require certificate(s) and endorsements must be sent to

- DepartmentAgency issuing the contract With acopy to the Contracts Office (2000 San Pablo Ave 4th floor Oakland CA 94612)

Certificate C-1 Form 2001-1

31of33

________________________________ _

Contract No ________

EXHIBITD

COUNTY OF ALAMEDA DEBARMENT AND SUSPENSION CERTIFICATION

(Applicable to all agreements funded in part or whole with federal funds and contracts over $25000)

The contractor under penalty of perjury certifies that except as noted below contractor its principals and any named and unnamed subcontractor

bull Is not currently under suspension debarment voluntary exclusion or

determination of ineligibility by any federal agency

bull Has not been suspended debarred voluntarily excluded or determined

ineligible by any federal agency within the past three years

bull Does not have a proposed debarment pending and

bull Has not been indicted convicted or had a civil judgment rendered against it by

a court of competent jurisdiction in any matter involving fraud or official

misconduct within the past three years

If there are any exceptions to this certification insert the exceptions in the following space

Exceptions will not necessarily result in denial of award but will be considered in determining contractor responsibility For any exception noted above indicate belOw to whom it applies initiating agency and dates of action

Notes Providing false information may result in criminal prosecution or administrative sanctions The above certification is part of the Standard Services Agreement Signing this Standard Services Agreement on the signature portion thereof shall also constitute signature of this Certification

CONTRACTOR __~~__L-

PRINCIPAL~~---ll-I-L-_o_--GlI_V__f___ TITLE~~)(UltJ~ltCJJ St(

SIGNATURE~-+-----=----____ DATEcl ~ (jJ~

32of33

Contract No _______

EXHmITE

COUNTY OF ALAMEDA CONTRACT COMPLIANCE REPORTING REQUIREMENTS

Upon receipt of signed contract documents prime contractor shall immediately enterassign subcontractors in the Syste~ confum payments received from the County within 5 business days in the Syste~ immediately enter payments made to subcontractors and ensure that subcontractors confirm they received payments within 5 business days in the System Subcontractors shall confirm their payments received from the prime contractor within 5 business days in the System

Alameda County Contract Compliance System training and ongoing support are provided at no charge to contractors and participating sub-contractors awarded a contract as a result of this bid process for this project Contractors having contracts with the County should schedule a representative from their officecompany along with each of their subcontractors to attend training The training schedule may be viewed online at httpwwwelationsyscomelatiollsysisupport lhtm or call Elation Systems at (510) 764shy1870 A special access code will be provided to contractors and subcontractors participating in this contract awarded to allow use of the System free of charge

It is the Contractors responsibility to ensure that they and their subcontractors are registered and trained as required to utilize the Alameda County Contract Compliance System Training sessions are approximately one hour and will be held periodically in a number of locations throughout Alameda COWlty

330f33

DATE MDDIYYYYCERTIFICATE OF LIABILITY INSURANCE 211012012

THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMA11ON ONLY AND CONFERS NO RIGHTS UPON TtE CERTFICATE HOLDER THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND EXTEND OR AtTER THE COVERAGE AFFORDED BY THE POUCIES BELOW THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BElWEEN THE ISSUING INSURER(S) AUTHORIZED REPRESENTATIVE OR PRODUCER AND TtE CERTIFICATE HOLDER

IMPORTANT If the certificate holder is an ADDmONAL INSURED the policy(ies) must be endorsed If SUBROGATION IS WAIVED subject to the terms and conditions ofthe policy certain policies may require an endorsement A statement on this certificate does not confer rights to the certificate holder in lieu of such enciorseme s

PROOUCER

Aon Risk Services Northeast Inc 199 Water Street New York NY 10038 Phone 8662667475 Fax 8664677847 AFFORDING COVERAGE HAIC INSURED COMPANY A ACE American Insurance Company

lnIemationaI Business -4achines Corp amp My Other Subsidiary Corp Owned 01 ConIrDlled by the Insured 1 New Orohan Road Armonk NY 10504 United Slates

INSUR

COVERAGES CERllFICATE NUMBER154795 REVISION NUMBER THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED NOTWITHSTANDING ANY REQUIREMENT TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO VllHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS EXCLUSIONS AND CONDITIONS OF SUCH POLICIES LlMrTS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS

INSR (fiUCf EFF POUCfEXPLTR TYPE OF INSURANCE POLICY NUMBER til UMITS

A GENERAL UABIUTY HDOG25529236 5212011 1512112012 EACH OCCURRENCE $1OQMQQ--shy~~ X COMMERCIAl GENERAl LIABILITY PREMISE$Ea ~~ncel 11000 000 = CLAIUS-MAOE [KJ OCCUR UED EXP (Anyone person) S2500000

- I PERSONAl amp ArN INJURY $1000000-

-- ~GENERAL AGGREGotTE $1000000

~L AGGREr9L1MIT ArPER i PROOUCTS-COMP~AGG $1000000

POLICY ~ LOG I i A AUlOIIOBILE UABlUlY ISAH08635948 51212011 51212012 COMBINED SINGLE LIMIT

51000000---shy (Eaarridentll2t ANY AUTO BOOIL Y INJURY (Per personl ALL OWNEO AUTOS f-shy

- ~LY INJURY (Peracddenl) SCHEDULED AUTOS PROPERTY DAMAGE-

- HIREOAUTOS i(Per_) r-middotmiddotmiddotmiddotmiddot

--shy ~AUTOS

I I UlIBRElILA UAB

I

Irl OCCUR i EACH OCCURRENCE

~

EXCESSUAS ~~ CLAIMS-MAOE AGGREGATE

- DEDUCTIBlE

IRETEImON $ WORIltERS COIIPENSA11ON i I~~Ullis I IdegJrANDEMPLOYERSUABUTY YIN shy

ANY PROPRIETORiPARTNERIEXECUTlVE D NIA

I

EL EACH ACCIDENT OFFlCERMEIBIR EXaUOED

I EL DISEASE - EA EMPLOYEE m(MIndaIoIy In NHI

~~~~~TIONSbel i EL OISEASEmiddot POLICY LIMIT

i i I I DESCRIP110N OF OPERATION$ LOCATION$I YEHlCLES Aflach ACORD 101 AcldiUoMlRemrb $chedm is ngtqulroocl)

Please see page 2 for any additional language

CERllFICATE HOLDER CANCELLAllON

Alameda County Department of Social Services 2000 San Pablo Ave Oakland CA 94612 United States

SHOULD ANY OF 1ME ABOVE DESCRIBED POLICIES BE CANCE1lED BEFORE lHE EXPlRA110N DATE lHEREOF NOnce WILL BE DElNERED IN ACCORDANCe WFTH lHE POLICY PROVISIONS

I

AUTHORIZED REPRESENTAlIYE

AuIhcfized ReJgtresenlatve ~_yen~ ~~~~~bullw __ J_ PIaI Risk SenIkes NonheasI Inc

ISgt 1988-2009 ACORD CORPORATION AI righIs reserved

ACORD 25 (2009101 The ACORD name and logo are registered marks ofACORD Page 1 of2

ADDITIONAL REMARKS SCHEDULE AGENCY

Aon Risk Services Northeast Inc 199 Water Street New York NY 10038 Phone 8662667475 Fax 8664677847

NAIlED INSURED IntemaUonal Business Machines CoIp amp Ally Other SubsidiaIy CoIp Owned Of Contro8ed by lIle Insured 1 New Ordlard Road Armonk NY 10504 United Slates

EFFECTIVE DATE

ADDITIONAL REMARKS

THIS ADDITIONAL REMARKS FORM IS A SCHEDULE TO ACORD FORM

FORM NUMBER 25 FORM TITLE CERTIFICATE OF LIABILITY INSURANCE

[Alameda County Department of SOcial Services County of Alameda its Board of SUpervisors the individual members hereof and all County officers agents employees and representatives are hereby named as additional insureds on

General Liability policies but only to the extent that their interest may appear

Additional Language The insurance coverage provided for herein shall be primary and non contributory only wi1h respect to liabHity arising out of this Agreement with respect to liabHity arising out of IBMs negligence and as respects this contract only

Project IBM Education Pack Services

If there is a question regarding this certificate please contact Edward DiNardo (Email dinardoeusibmcom Phone 916-567-2922)

~ operations incidental to the conduct of insureds business in the United States of America

ACORD 101 (2008101) 2008 ACORD CORPORA nON All rights reserved The ACORD name and logo are registered marks of ACORD

Page 20f2

tC~RiJ CERTIFICATE OF LIABILITY INSURANCE I DlTE 1I1IfDOIYYYY)

21102012

THIS CERnFICATE IS ISSUED AS A MATTER OF INFORMA nON ONLY AND CONFERS NO RIGHTS UPON TIE CERTIFICATE HOLDER THIS CERnFICATE DOES NOT AFFlRMAnvaY OR NEGAnVELY AMEND EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POUCIES BELOW THIS CERnFICATE OF INSURANCE DOES NOT CONSTITUlE A CONTRACT BETWEEN THE ISSUING INSURER(S) AUTHORIZED REPRESENTAnVE OR PRODUCER AND TIE CERTIFICATE HOLDER

IMPORTANT Iftlle certifieate holder is an ADDITIONAL INSURED the policy(ies) must be endorsed If SUBROGAnON IS WAIVED subject to the terms and conditions of the policy certain policies may require an endorsement A statement on this certifICate does not confer rights to the certificate holder in lieu of such endorsement(s)

PRODUCER =~NT Aon Risk Services Northeast Inc 1pound Ir~No)199 Water Street New York NY 10038 Phone 8662667475 Fax 8664677847 INSURER(S) AFFORDING COIlERAGE HAIC

INSURED COMPNff A liberty Insurance Corporal

International Business Madlines CoqJ COMNoIY B liberty MulJaIII1SUrIIIIlt8 CcrIyengtany 1 New Ord1ard Road COMNoIY Co National Union Fino ance Company d 1IIIsbtJrgh PA Amlonk NY 10504 United Stales

COVERAGES CERT1FICATE NUMBER154796 REVISION NUMBER- THIS IS TO CERTIFY THAT THE POlICIES OF INSURANCE LISTED BEleW HAVE BEEN ISSueD TO THE INSUREO NAMED ABOVE FOR THE POlICY PERIOD INDICATED NOTWITHSTANDING ANY REQUIREMENT TERM OR CONDITION OF ANY COOTRACT OR OTHER DOCUMENT 1MTH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN THE INSURANCE AFFORDEO BY THE POLICIES DESCRIBEO HEREIN IS SUBJECT TO ALL THE TERMS EXCLUSIONS AND CONDITIONS OF SUCH POliCIES LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID ClAIMS

11tf TYPE OF INSURANCE IIHSR IWVD POLICY NIMIIER ~1fgtUCYEXP UIlITS

GENERAl UAaUlY I EACH OCCURRENCE

COMMERCIAL GENERAl LiABlLI1Y ~~~e~~nce) CLAIMS-MADE D OCCUR MED EXP (Anyone fgten)

PERSONAl amp AlN INJURY

GENERAl AGGREGATE

ESPER ~CT5 - calpop AGG

nLOC AIlOIIOIlILE UAaUlY COMBINED SINGLE LIMIT - (Ea 8Cdde1t)

ANY AUTO BOOI L Y INJURY (Per fgte11lOt)-shy

ALL OWNED AUTOS BODILY INJURY (Per accident)-

- SCHEDULED AUTOS PROPERTY DAMAGE

HIRED AUTOS (Per accident) -

NON-OWNED AUTOS - ~

UIIBRELlA UAB HOCCUR

EACH OCCURRENCE-EXCESSUAB CLAIMS-MADE AGGREGATE

---- DEDUCTIBLE

A WORKERS COIIPENSAllON WA7-6I)()0415ef4Z AOSPRNYlshy 11112012 1III2OIa X I T~~JWs I IO~A AND EMPLOYERS UAaUlY WA7-62D-laquol41SHi12 IYil 11112012 11112013 A YIM WC1~I-ltIOU5amp-I52 (OR WI) 11112012 11112013 $100000A ANY PROIRIETORIPARTNERlEXECUTIVE ~

MIA ~1_ExaNOHl 11112012 11112013 EL EACH ACCIDENT OFACERIMEI4BER EXClUDEDI (Mandatory In NKI

BH2HIC14158-1M2(V1) 11112012 11112013 EL DISEASE- EA EMPLOYEE $1ooampQQc 83-118922 a-) 11112012 IttrlO13

bull ~~~OPERATIONSIlet_ EL DISEASE POliCY LIMIT $100000

bull

DESCRIPllON OF OPERATIONS I LOCAnONS I VEHICLES (Attech ACORD 101 MdIlloMI Renlarlc8lchedule r mono fMICI Is required)

bullbull Includes EL coverage for monopolistic states NO PR WA WY

Please see page 2 for any additional language

CERT1FICATE HOLDER CANCELLATlON

Alameda County Department of Social Services 2000 San Pablo Ave Oakland CA 94612 United States

SHOULD Atlaquo OF THE ABOVE DESCRI8ED POUCIES BE CANCELLED BEFORE THE EXPIRATION DATE 1lIEREOF NOTICE WILL BE DELIVERED IN ACCORDANCE WrrH THE POLICY PROVISIONS

I

AUTHOIIZED REPRESEHTA1IYE

IIiutJori2od ~ smiddot~ _~4-~(~--w ___ --~~ -~kin Risk SeNices Nor1heast Inc

copy 1881-2009 ACORD CORPORA TlON An nghts reserved ACORD 26 (2009109) The ACORD name and logo are registered marks ofACORD

Page 1 of 2

ADDITIONAL REMARKS SCHEDULE AGENCY

ADo Risk Services Northeast Inc 199 Water Street New York NY 10038 Phone 8662667475 Fax 8664677847

NAIlED INSURED International Business Machines Corp 1 New Onhani Road Armonk NY 10504 United states

EFFECTIVE MTE

ADDmONAL REMARKS

THIS ADDITIONAL REMARKS FORM IS A SCHEDULE TO ACORD FORM

FORM NUMBER 25 FORM 11TLE CERTIFICATE OF LIABILITY INSURANCE

Project IBM Education Pack Services

Ifthere is a question regarding this certificate please contact Edward DiNardo (Email dinardoeusibmcom Phone 916-567-2922)

All operations incidental to the conduct of insureds business in the United States of America

ACORD 101 (2008101) C 2008 ACORD CORPORATION All rights reserved The ACORD name and logo are registered mal1ls of ACORD

Page 20f2

AKl K NAKAO Director

G~-r)ipDecember 5 2011

DEC 08 lOl1 TO Caroline Judy Assistant Direltltor GSA

RECE~vED FROM Tudor S Mosu Procurement Specialist n

SUBJECf Finding ofNon-Competition bull Sote Source 2084 Purchase from International Business Machines Corp Sacramento CA

This is to document my finding that competitive bidding is not possible for the purchase ofall IBM Education Pack in tho amount oUI 4994000 for the Social Services Agency (SSA) Infonnation Systems Department and therefore the Departmental Justification to Request a Waiver ofCounty Competitive Bidding Requirement copy attached is approved

In accordance with the County Administrative Code Section 412010 entitled UPurchases to be by Competitive Quotation all purchases of and contracts for materials supplies services fwnishings equipment livestock and other personal property shall be based wherever possible on competitive quotations

I have reviewed and researched the product and marketplace Based on my research ofthe departmental justifi~tion and internet I have detennined the requested product and supplier cannot be substituted and satisfy the Countys requirements International Business Machines Corp (IBM) is the only vendor capable to provide an online account to be used for IBM private courses at SSA on WM business intelligence data warehouse reporting classes IBM will add the SSA content customized to the training environment using Cognos Framework Manager and will provide a suite oftraining public and private courses technical conferences and selfmiddotpaced virtual classes This sole source request was posted on the County website for ten (10) business days and no other proposal was received Therefore competitive quotations are not possible and the request is recommended for your approval

The Social Services Agency is to obtain Board approval for services that exceed $25000 requesting authorization from the President of the Board to sign the contract or approve the purchase The Auditor-Controller issues Board signed contracts and Board approved purchase orders and purchase order changes withwithout signed contracts

te IIktt II Peill-o ValenciaDeputy Direct6rlDate

GSA Office ofAcquisition Policy

SLEB Compliant ______

Date~~~~_________ Director GSA

Attachment(s)

1401 LAKISIDE DRIVU SUITL 907 OAKLND CALIFORNIA 94612 PHmr 5102989600 [AX 5[02089626 wwwlt5(itnc~ovorg

GSA Sole Source Procurements - Alameda County Page lof2o Ala~~da co~ntys Offl~lal ~ebslte Skip County Banner 0 SHARE rJf l

~ go WoOFg i QUick links Citizens Business Seerch aegov IGO I Government Emergencies

GSA Home

Home

Introduction

AwardedClosed Contracts

Current Contracting Opportunltles

Arch 8 Engineering Construction

Sole Source Procurements

Goods 8 Services The contracts described below have been determined to comply with the County Sole Source Policy in ~flesrlonal Services that only a single source is available andor valid sole source exceptions to the competitive process

I-===----f exisl Upcoming ContractIng Opportunities

Arch amp Englnoaring Construction Goods amp Services ProfessIonal ServlceQ

Sole Source Procurements

Highland Project Contracts

AwardedClosedContracts CUlTent Contracting Opportunltles Upcoml Contracting

Contacts Teams

Vendor Info Vendor Guide Vendor Application (Online) Vendor Application

Public Works (PWA) Contracting Opportunities

CDA Construction Contracting Opportunities

StopWasteOrg

Advance NotIce of SoJe Source purchases are posted on-line for a minimum of five (Ii) business days prior to a contract being awarded For any additlonallnformatlon regarding contracts posted on thIs website please contact the appropriate parson listed below Thank you for your interest

Source Contract DescrIption

f1Ef1l Online Training Courses

f1I3JI Repair and Test fIre fighting ProtectiVe Clothing

Electro Shock Guns Cartridges BaHerlee amp Accessories

Estimate Award Date

120212011

11302011

111172011

Contact Person

Tudor S Mosu (510) 208-9614

Tudor S Mosu (510) 208-9614

Tudor S Mosu (510) 208-9614

mhtmIfilelICUserstmosuAppDataLocalMicrosoftWindowsTemporary Internet FilesContentOutlook1OYF6YPOGSA S 1210612011

Alameda County Auclttor-Controller Agencv Office of Contract Compliance OCC

FEDERAL GRANT FUNDS SMALL LOCAL EMERGING BUSINESS (SUI) WAIVER REQUEST

REQUIREDTOSOUCIT BlOSPROPOSALSAND AWARt)AMENO CONTRACTS THAT INCUJDe FtoERAl GRANT FUNDS THAT fROHI51l GIOORAPHICAl PREFERENCE)

mSfCDOfltcompr middot6 bbw and submit fhts form wlfh supporifng doclfrnentaion pecificolty stoHng that geographle preferences om bonnad fer the requetfed procurement to Tcmtnee TRlong Auditor Controller ace a QC 20111 or vIa email tot1Wlmf1lmn9_~99Uponapprovala fampdeKal Fundt WaNer number wm be I$SitEtd This numbM Is a mandatOf) field rGqooed tQ enter Q Procurement CollirUct In ALCOUMt ace wlJi mft-m upprovaill and denkds to tile Requesfing Depmtmem listed belew It IIIIftoI WQJvCW Is to $Cliett bids resubmlt c IOPY of the originally signed form Q nsed to tIWOrdlarYileM eo~ttI~ rlllquired addltlOlQllnfOOYlofl~l (3JiC bllliowl

1 Requasiing Department Ncme~_~~~9______ _~__________

A Contact First and Lost Nome~a~y Chen ___ _____ QiC 20203 __

8 Email Address~~~aOQCVmiddotorg ___ Phone Number ~~~~~ ____ 2 Procu~ement Oescriptlcm To p~asl an IB~~~tl0f~Jntonlln~ account) th~~lIIJr~~~

_IB~~~~gn~ pub~8 p~ate traini~gtpoundOUrses far saA Siaff _ CFOA No _9_~_5_5e___

3 1~~l9n~ checK aP2rgl~~~QY to fndrcqjg reason forYfaiver re9Y~______---

A 0 SoBd Bids with County Counsel approved modifled SlEB provlslons ___1___L__ ~

Wmvef Requeii ~ I=====================u____ t-__----i _101gt~r---------------- w 4 - bull _ IiT__ __ middot_-------1bull -- bullbull loW

IB II Award Contract wih COllnty COlJnSel OPPlOV(~ modifiampi SlES provIsions J IlL3 I W4livElf hquaat Delfs I

l ControctorNameCitYIM~IaClesett --~------------- iI Total Contract ValtJe $1499~O~ 5 3 fs i

L 3 fpoundlltroct S~ Date ~LJ~)2 U- COltmct End Dote=--zbJ~_IT1- - ~----- --~ -------- C 0 Contract Amendment --1_~J_ Also complete R 11 B2) and B 3) above WaWQr Req~Date

Dnme expiration Dote __~J1_ bull OMoo6Y Increase Amount $___~__~ ----~----~-- shy4 g Check here to in(iicate thai the FedefQ~ regulation Is ofialChed and speciflcally prohibits

geographical preferencs$ rrown he proc)r~met1 described above

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httpsllwwweplsgoveplssearchdo full_name= Intemational+Business+Machines+Corpo 2142012

Contract No _______

COWIty will be WIder no obligation to pay contractor for the percent committed to a SLEB (whether SLEB is a prime or subcontractor) if the work is not performed by the listed small andor emerging local business

For further information regarding the Small Local Emerging Business participation requirements and utilization of the Alameda COWlty Contract Compliance System contact the COWIty Auditor- Controllers Office ofContract Compliance (OCC) located at 1221 Oak St Rm 249 Oakland CA 94612 at Tel (510) 891-5500 Fax (510) 272-6502 or via E-mail at ACSLEBcomplianceacgovorg

c

22 FIRST SOURCE PROGRAM For contracts over $100000 Contractor shall provide COWIty ten (10) working days to refer to Contractor potential candidates to be considered by Contractor to fill any new or vacant positions that are necessary to fulfill their contractual obligations to the COWIty that Contractor has available during the contract term before advertising to the general public

23 CHOICE OF LAW This Agreement shall be governed by the laws of the State of California

24 WAIVER No waiver of a breach failure of any condition or any right or remedy contained in or granted by the provisions of this Agreement shall be effective wuess it is in writing and signed by the party waiving the breach failure right or remedy No waiver of any breach failure right or remedy shall be deemed a waiver of any other breach failure right or remedy whether or not similar nor shall any waiver constitute a continuing waiver unless the writing so specifies

25 ENTIRE AGREEMENT This Agreement including all attachments exhibits and any other documents specifically incorporated into this Agreement shall constitute the entire agreement between COWIty and Contractor relating to the subject matter of this Agreement As used herein Agreement refers to and includes any documents incorporated herein by reference and any exhibits or attachments This Agreement supersedes and merges all previous WIderstandings and all other agreements written or oral between the parties and sets forth the entire WIderstanding of the parties regarding the subject matter thereof The Agreement may not be modified except by a written document signed by both parties

26 HEADINGS herein are for convenience of reference Oluy and shall in no way affect interpretation of the Agreement

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27 ADVERTISING OR PUBLICITY Contractor shall not use the name OfCOWIty its officers directors employees or agents in advertising or publicity releases or otherwise without securing the prior written consent of COWIty in each instance

28 MODIFICATION OF AGREEMENT This Agreement may be supplemented amended or modified only by the mutual agreement of the parties No supplement amendment or modification of this Agreement shall be binding wuess it is in writing and signed by authorized representatives of both parties

29 ASSURANCE OF PERFORMANCE If at any time County believes Contractor may not be adequately performing its obligations under this Agreement or that Contractor may fail to complete the Services as required by this Agreement COWIty may request from Contractor prompt written assurances of performance and a written plan acceptable to County to correct the observed deficiencies in Contractors performance Contractor shall provide such written assurances and written plan within ten (10) calendar days of its receipt of Countys request and shall thereafter diligently commence and fully perform such written plan Contractor acknowledges and agrees that any failure to provide such written assurances and written plan within the required time is a material breach under this Agreement

30 SUBCONTRACTINGASSIGNMENT Contractor shall not subcontract assign or delegate any portion of this Agreement or any duties or obligations hereunder without the Countys prior written approval

a Neither party shall on the basis ofthis Agreement contract on behalf ofor in the name of the other party Any agreement that violates this Section shall confer no rights on any party and shall be null and void

b Contractor shall use the subcontractors identified in Exhibit A and shall not substitute subcontractors without Countys prior written approval

c Contractor shall remain fully responsible for compliance by its subcontractors with all the terms ofthis Agreement regardless of the terms of any agreement between Contractor and its subcontractors

31 SURVIVAL The obligations of this Agreement which by their nature would continue beyond the termination on expiration of the Agreement including without limitation the obligations regarding Indemnification (Paragraph 2) Ownership of Documents (Paragraph 11) and Conflict of Interest (Paragraph 12) shall survive termination or expiration

32 SEVERABILITY If a court of competent jurisdiction holds any provision of this Agreement to be illegal unenforceable or invalid in whole or in part for any

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Contract No _______

reason the validity and enforceability of the remaining provisions or portions of them will not be affecteltL unless an essential purpose ofthis Agreement would be defeated by the loss ofthe illegal mlenforceable or invalid provision

33 PATENT AND COPYRIGHT INDEMNITY Contractor represents that it knows ofno allegations claims or threatened claims that the materials services hardware or software (Contractor Products) provided to ComIty under this Agreement infringe any patent copyright or other proprietary right Contractor shall defenltL indemnify and hold harmless ComIty of from and against all losses claims damages liabilities costs expenses and amounts (collectively Losses) arising out of or in connection with an assertion that any Contractor Products or the use thereof infringe any patent copyright or other proprietary right of any third party ComIty will ( 1) notify Contractor promptly of such claim suit or assertion (2) permit Contractor to defend compromise or settle the claim anltL (3) provide on a reasonable basis information to enable Contractor to do so Contractor shall not agree without Countys prior written consent to any settlement which would require County to pay money or perform some affirmative act in order to continue using the Contractor Products

a If Contractor is obligated to defend County pursuant to this Section 33 and fails to do so after reasonable notice from County County may defend itself andor settle such proceeding and Contractor shall pay to ComIty any and all losses damages and expenses (including attorneys fees and costs) incurred in relationship with ComItys defense andor settlement of such proceeding

b hI the case of any such claim of infringement Contractor shall either at its option (1) procure for ComIty the right to continue using the Contractor Products or (2) replace or modify the Contractor Products so that that they become non-infringing but equivalent in functionality and performance

c Notwithstanding this Section 33 ComIty retains the right and ability to defend itself at its own expense against any claims that Contractor Products infringe any patent copyright or other intellectual property right

34 OTHER AGENCIES Other tax supported agencies within the State of California who have not contracted for their own requirements may desire to participate in this contract The Contractor is requested to service these agencies and will be given the opportunity to accept or reject the additional requirements If the Contractor elects to supply other agencies orders will be placed directly by the agency and payments made directly by the agency

35 EXTENSION This agreement may be extended for two additional one year terms by mutual agreement of the ComIty and the Contractor

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36 SIGNATORY By signing this agreement signatory warrants and represents that heshe executed this Agreement ill hislher authorized capacity and that by hislher signature on this Agreement heshe or the entity upon behalf of which heshe acted executed this Agreement

[END OF GENERAL TERMS AND CONDITIONS]

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ADDITIONAL PROVISIONS

1 Exhibit E COUNTY OF ALAMEDA CONTRACT COMPLIANCE REPORTING REQUIREMENTS - Not applicable Federal Grant Funds SLEB Waiver approved F308A (attached) Waiver of county competitive bidding requirement approved by GSA (Attached copy of the GSA memo dated on 125111)

2 The IBM Education Pack -online account Program is subject to the terms and conditions of the IBM Agreement for Courses and Education Materials which can be found by accessing the IBM Web site via ibmcomltraininglustermshtmL

3 US County Government Alameda County Social Services Agency Only For US County Government Alameda County Social Services Agency ordering from the IBM GSA IT Schedule Contract Number GS-35F-4984H The terms and conditions of the GSA IT Schedule Contract apply and may be viewed at wwwibmcomleasyaccessgsa

For US County Government Alameda County Social Services Agency placing orders other than via the GSA IT Schedule Contract Terms and conditions equivalent to those contained in IBMs current GSA IT Schedule Contract apply Terms of IBMs current GSA IT Schedule Contract prevail in the event of a conflict with the commercial terms

The following General Terms and Agreement shan be modified as follows

4 Section 1 is amended and restated in its entirety as follows

INDEPENDENT CONTRACTOR No relationship of employer and employee is created by this Agreement it being understood and agreed that Contractor is an independent contractor Contractor is not the agent or employee of the County in any capacity whatsoever and County shall not be liable for any acts or omissions by Contractor nor for any obligations or ~iabilities incurred by Contractor

Contractor shall have no claim under this Agreement or otherwise for seniority vacation time vacation pay sick leave personal time off overtime health insurance medical care hospital care retirement benefits social security disability Workers Compensation or unemployment insurance benefits civil service protection or employee benefits of any kind

Contractor shall be solely liable for and obligated to pay directly all applicable payroll taxes (including federal and state income taxes) or contributions for unemployment insurance or old age pensions or annuities which are imposed by any governmental entity in connection with the labor used or which are measured by wages salaries or other remuneration paid to its officers agents or employees

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180f33

--------Contract No

In carrying out the work contemplated herein Contractor shall comply with all applicable federal and state workers compensation and liability laws and regulations with respect to the officers agents andor employees conducting and participating in the work and agrees that such officers agents andor employees will be considered as independent contractors and shall not be treated or considered in any way as officers agents andor employees of County

Contractor does by this Agreement agree to perfonn hislher said work and functions at all times in accordance with currently approved methods and practices in hislher field and that the sole interest of County is to insure that said service shall be perfonned and rendered in accordance with the Agreement

Notwithstanding the foregoing if the County detennines that pursuant to state and federal law Contractor is an employee for purposes of income tax withholding County may upon two weeks notice to Contractor withhold from payments to Contractor hereunder federal and state income taxes and pay said sums to the federal and state governments

5 Section 2 is amended and restated in its entirety as follows

INDEfYINIFICATION Contractor shall hold hannless and indemnifY the County of Alameda by defending the County of Alameda its Board of Supervisors employees and agents from and against any and all third party claims for damages on account of bodily injury (including death) or damage to real property or tangible personal property for which Contractor is legally liable to that third party and pay all costs damages and attorneys fees that a court finally awards or that are included in a settlement approved by Contractor provided that the County shall promptly notifY Contractor in writing of the claim and allow Contractor to control the defense and will cooperate with the Contractor in the defense and any related settlement negotiations The County may participate in the defense of any such claim at its own expense without relieving Contractor of any obligation hereunder

6 Section 6(a) is amended and restated in its entirety as follows

CONFORMITY WITH LAW AND SAFETY

a In perfonning services under this Agreement Contractor shall observe and comply with all laws ordinances codes and regulations of governmental agencies including federal state municipal and local governing bodies applicable to Contractor as a provider of infonnation technology products and services including all applicable provisions of the California Occupational Safety and Health Act

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7 Section 10 is amended and restated in its entirety as follows

TAXES Payment of all applicable federal state and local taxes excluding those based on Contractors net income shall be the sole responsibility of the County unless proper exemption documentation is provided to the Contractor

8 Section 11 is amended and restated in its entirety as follows

OWNERSHIP OF DOCUMENTS Ownership of any Materials provided under this Agreement shall be as provided for in the Additional Provisions

9 Section 12 is amended and restated in its entirety as follows

CONFLICT OF INTEREST CONFIDENTIALITY The Contractor covenants that to the best of its knowledge and belief it presently has no interest and shall not have any interest direct or indirect which would conflict in any manner with the performance of services required under this Agreement Without limitation Contractor represents to and agrees with the County that Contractor has no present and will have no future conflict of interest between providing the County services hereunder and any other person or entity (including but not limited to any federal or state wildlife environmental or regulatory agency) which has any interest adverse or potentially adverse to the County as determined in the reasonable judgment of the Board of Supervisors of the County

10 Section 15( c) is amended and restated in its entirety as follows

c If requested to do so by the County Contractor shall provide the County with access to copies of all of its records pertaining or relating to its employment practices except to the extent such records or portions of such records are confidential or privileged under state or federal law andor in accordance with Contractors policies andor procedures

11 Section 16 is amended and restated in its entirety as follows

DRUG-FREE WORKPLACE Contractor and Contractors employees shall comply with the Countys policy ofmaintaining a drug-free workplace Neither Contractor nor Contractors employees shall unlawfully manufacture distribute dispense possess or use controlled substances as defined in 21 US Code sect 812 including but not limited to marijuana heroin cocaine and amphetamines at any County facility or work site If Contractor or any employee of Contractor is convicted or pleads nolo contendere to a criminal drug statute violation occurring at a County facility or work site the Contractor within five days thereafter shall notify the head of the County departmentagency for which the contract services are performed

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Contract No ________

12 Section 17 is amended and restated in its entirety as follows

AUDITS ACCESS TO RECORDS The Contractor shall make available to the County its authorized agents officers or employees for examination any and all project records evidencing or relating to the expenditures and disbursements charged to the County and shall furnish to the County its authorized agents officers or employees such other evidence or information as the County may require with regard to any such expenditure or disbursement charged by the Contractor

If such project records are not kept and maintained by Contractor within the County of Alameda California Contractor shall upon request of the County makesuch project records available to the County for inspection at a location within County Contractor shall provide such assistance as may be reasonably required in the course of such inspection The County further reserves the right to examine and reexamine said project records during the three (3) year period following termination of this Agreement or completion of all work hereunder and the Contractor shall in no event dispose of destroy alter or mutilate said project records whatsoever for three (3) years after the County makes the final or last payment or within three (3) years after any pending issues between the County and Contractor with respect to this Agreement are closed whichever is later Notwithstanding anything else contained herein as in regards to this project in no event shall Contractor provide any confidential financial information including but not limited to cost or pricing methodologies overheads profit margins internal audit results or employee records

13 Section 18 is deleted in its entirety

14 Section 20 is amended and restated in its entirety as follows

TERMINATION The County has and reserves the right to terminate or abandon the execution of any work by the Contractor without cause at any time upon giving to the Contractor thirty (30) days prior written notice In the event that the County should terminate the Contractors work the Contractor shall be entitled to payment for services provided hereunder prior to the effective date of said termination Said payment shall be computed in accordance with Exhibit B hereto provided that the maximum amount payable to Contractor for its IBM Education Pack Services shall not exceed $14994000 payment for services provided hereunder prior to the effective date of said termination

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--------Contract No

15 Section 22 is deleted in its entirety IBM does not anticipate any hiring with this education effort based upon IBMs global HR policies and procedures

16 Section 30 is amended and restated in its entirety as follows

SUBCONTRACTINGASSIGNMENT Contractor shall not subcontract assign or delegate any portion of this Agreement or any duties or obligations hereunder without providing the County with prior written notification

a Neither party shall on the basis of this Agreement contract on behalf of or in the name of the other party Any agreement that violates this Section shall confer no rights on any party and shall be null and void

b Contractor shall remain fully responsible for compliance by its subcontractors with all the terms of this Agreement in the performance of the services by such subcontractors regardless of the terms of any agreement between Contractor and its subcontractors

17 Section 33 PATENT AND COpy INDEMNITY is deleted in its entirety and will be governed by the terms and conditions as stated in APPENDIX A IBM Education Pack online account

County Counsel Signature ~ b ~)lto

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Contract No ________

EXIDBITA DEFINITION OF SERVICES

Project IBM Education Pack - online account

Service The contractor will set up an IBM Education Pack - online account for Alameda County Social Services Agency A total value offering of $17640000 to be placed immediately in the IBM Education Pack - online account for a price of$14994000

bull Alameda County Social Services Agency will use the IBM Education Pack - online account discounted dollars to purchase IBM Training public and private courses IBM Technical Conferences designated by IBM Training and offered in the United States IBM Training self paced virtual classes at the regular retail price in effect at the time ofeach such purchase The account is available for use to train any employee of the Alameda County Social Services Agency These dollars can not be used in combination with any other discounts promotions or separately negotiated special rates (Refer to Appendix A - IBM Education Pack -online account Terms and Conditions)

bull IBM will invoice Alameda County Social Services Agency upon signing ofthis Agreement Information will be supplied identifying a user id and password for monitoring the online account Invoices are due in accordance with Exhibit B

bull This account is valid for twelve (12) months from the date it is first activated on 31112 The requested start date may be no later than sixty (60) days from the signing ofthis Agreement Any remaining balance at the end oftwelve (12) months will expire and is non-refundable

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Contract No ________

APPENDIX A

IBM Education Pack -online account

Terms and conditions

Alameda County Social Services Agency is entitled to the discounting as described below

IBM Education Pack -online account -general terms and conditions

The ffiM Education Pack -online account is an electronic account you fund with training dollars to be used for ffiM Training offerings The account offers two options for funding which are $100 increments and preset amounts

Precision paymentplan with flexible levels in $JOO increments Value of 5100 increments Your Savings USD 52500 -59900 25-99 0010 USD 510000 -524~00 100 -249 5 USD 525000 -549900 250 -499 10010 USD 550000 -599~00 500 -999 11 USD 5100000 + 1000+ 12

Pre-set amOlmts are available in packages Value Your Price Your Savings USD52500 USD $2500 0010 USD 510000 USD $9500 5 USD525OOO USD22500 10 USDS50000 USD $44500 11 USD 5100000 USD $88000 12

1 The ffiM Education Pack -online account training dollars are valid for 12 months and are nonshyrefundable The ffiM Education Pack -online account can be used by one or more individuals in your organization

2 The ffiM Education Pack online account is valid for 12 months and extensions are prohibited 3 The activation date for the ffiM Education Pack -online account is the date ffiM Training receives the

application and billing information unless an alternate activation date is requested at the time the application is submitted An activation date of up to 60 days from the date of the application may be selected if indicated on the initial order form

4 The ffiM Education Pack -online account can be used for ffiM public courses private on-site courses instructor mentoring and most conferences designated by ffiM Training and offered in the US The ffiM Education Pack -online account may also be used for most ffiM e-Iearning designated by ffiM Training When using the ffiM Education Pack -online account to pay for a private onsite class you may use the training dollar vouchers for the class tuition instructor travel and living equipment and classroom rentals if applicable

5 When using the ffiM Education Pack online account to pay for a conference the funds may be used for conference tuition and some associated education sessions designated by ffiM Training

6 The ffiM Education Pack - online account cannot be used for classes or conferences which occur beyond the expiration date of the account funds The funds must be valid on the first day of the class or

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Contract No _________

conference regardless of the date ofyour enrollment 7 Certain IBM Training courses may be excluded from this program To determine which IBM Training

courses are eligible for the program and which are excluded access our online catalog via the World Wide Web at ibncQmtrainingus to view IBM Training public course descriptions and conference scheduJes or contact 1800-IBM-TEACH (1-800-426-8322)

8 You must enroll in each individual course or conference prior to attending All enrollments in courses or conferences are subject to availability Enrollments and purchases must be guaranteed by an alternate method ofpayment You must check the IBM Education Pack online account box on the enrollment form Ifyou enroll by phone you must indicate you are using IBM Education Pack - online account funds to properly flag your enrollment record

9 To use your IBM Education Pack -online account funds you must debit your account PRIOR to the start ofthe course or conference by creating a voucher and submitting it online Each account voucher must be completed with Alameda County Social Services Agency number Alameda County Social Services Agency name and offering identification You must create a unique voucher for each individual enrollment or offering you purchase

10 The purchase of an IBM Education Pack -online account does not guarantee that a class will be held in a specific location

11 Ifyour enrollment status changes due to any cancellations you must access your IBM Education Pack online account and void applicable vouchers to return unused funds to your account balance The IBM Education Pack online account will not automatically update

12 The IBM Education Pack -online account is password protected IBM Training is not responsible for the misuse ofIBM Education Pack -online accounts

B Once the IBM Education Pack -online account is debited by creating a voucher for the offering your invoice will be credited for the value submitted up to 100010 of the course or conference tuition or other valid offering purchased If the amount of the created voucher from the IBM Education Pack-online account does not cover the entire tuition of the eligible IBM Training offering you will be billed the difference Ifyour IBM Education Pack -online account is not debited a bill for the offering will be sent

14 IBM Education Pack -online account cannot be used to pay for offerings that have already been billed or applied to previously taken courses

15 Once the IBM Education Pack -online account has been debited training dollars cannot be reapplied to the IBM Education Pack -online account

16 IBM Education Pack -online account training dollars cannot be combined with any other discounts offers programs coupons or promotions

17 IBM Education Pack -online account training dollars cannot be used to purchase additional IBM Education Packs -online accounts or other discount offerings

18 The No-Show and Cancellation policies apply and a bill for the full course or conference tuition will be sent if a student fails to attend or to cancel within the required period for a course or conference To use IBM Education Pack -online account training dollars to pay a No-Show or late cancellation bill send an e-mail to edpack(ZVusibmcom for processing instructions

19 IBM Education Pack -online account cannot be used to pay for IBM Training services engagements 20 Prices ofthis program and eligible offerings are subject to change without notice 21 Course and conference schedules are subject to change without notice 22 The IBM Education Pack -online account can only be resold by authorized IBM Business Partners

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Contract No _________

Terms and conditions

IBM agreementor courses and education nuderitds

CUITent as of 01 Jan 2011

The following terms apply to I) enrollment in classes offered by ffiM and 2) orders for ffiMs education materials These tenus along with any applicable license agreement are the complete agreement between us regarding the courses or education materials we provide and replace any prior oral or written communications between us Attendance at a class or your use of any education materials constitutes your agreement to these tenus and conditions Occasionally we have offerings with additional or different terms and conditions If so we will provide those terms and conditions to you For example conference tenus and conditions are outlined in the conference registration section of the conference website or in the conference brochure for the event

Coulses and education mateais

We list our generally available courses and education materials in various IDM Catalogs ofEducation (Catalog) which we publish from time to time We may add or withdraw courses and education materials at any time without notice

Scheduling dasses

We will specify the dates of public classes Private or on-site classes will be scheduled by mutual agreement We may cancel any scheduled class on notice If we cancel a class for which you have prepaid we will refund the price you paid

Accommodations for students with disabilities

IDM locations are accessible for students with disabilities If reasonable accommodations are required for an individual with a disability please advise IDM of the accommodations in advance

Pces and payment

Prices for public classes will be those in effect on the date the class begins Prices include the use of required education materials and machines They do not include taxes or student travel and living expenses IDM reserves the right to increase prices at any time without prior notification Prices for private or on-site classes will be established based on your requirements Additional charges may apply such as instructor travel and living expenses facilities and remote lab support You agree to pay amounts due including applicable taxes and any late payment fees as we specify in the invoice Conference cancellation charges will be specified on the conference website or in the conference brochure for the event

Cancellation charges

Effective January 1 2011

You will be charged the full price of a public class ifyou do not cancel or reschedule your enrollment at least fourteen calendar days prior to the scheduled start date or ifyou do not show up for the class

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Contract No _________

However you may cancel your class enrollment at any time within the three days following your initial or any rescheduled enrollment date without charge

Ifyou cancel a private or on-site class within seven calendar days prior to the scheduled start date you will be billed the full price ofthe class ifyou cancel between eight and fifteen calendar days prior to the scheduled start date you will be billed 25 of the full price and ifyou cancel between sixteen and twentyshyone calendar days prior to the scheduled start date you will be billed lOO of the full price Cancellation of a private or on-site class more than twenty-one calendar days prior to the scheduled start date may be made without charge

Conference cancellation charges will be specified on the conference Web site or in the conference brochure for the event

Self-Paced Virtual Oasses and Web-Based Training Classes

You may not cancel once you submit an order for a Self-Paced Virtual Class or a Web-Based Training Class Once you submit the order you are responsible to pay the entire course price

Online Enrollment Before you submit your order review the machine requirements listed in the course description to ensure that your system meets the minimum requirements for this course After you submit the on-line order form you should receive a confirmation e-mail with communication about your ID and password and additional instructions to start the course You are billed for the course when you submit the order form

Once you receive your ID and Password you will be given a period of time to complete the course Please refer to the course description for specifics regarding your registered course ONCE YOU SUBMIT YOUR ORDER WE WILL NOT BE ABLE TO CANCEL THE ORDER

Patents and copyrights

Ifa third party claims that the education materials we provide to you infringe that partys patent or copyright we will defend you against that claim at our expense and pay all costs damages and attorneys fees that a court finally awards provided that you

1 promptly notify us in writing of the claim and 2 allow us to controL and cooperate with us in the defense and any related settlement negotiations

Ifsuch a claim is made or appears likely to be made you agree to permit us to enable you to continue to use the education materials or to modify or replace them Ifwe determine that none of these alternatives is reasonably available you agree to return the education materials to us on our written request We will then give you an appropriate credit for the returned materials

This is our entire ob1igation to you regarding any claim of infringement

We have no obligation regarding any claim based on your modification of education materials

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Contract No ________

limitation of liability

Circumstances may arise where because of a default on our part or other liability you are entitled to recover damages from us In each such instance except for the payments referred to in our patent and copyright terms described above and damages for bodily injury (including death) and damage to real property and tangible personal property for which mM is legally Hable we are liable only for the charges for the class or education material that is the subject of the claim

This limit also applies to any ofour subcontractors It is the maximum for which we are collectively responsible

Items for which we are not liable Under no circumstances are we or our subcontractors liable for any of the following

] third-party claims against you for losses or damages (except as described above in the section entitled Patents and Copyrights and damages for bodily injury (including death) and damage to real property and tangible personal property for which mM is legally liable)

2 loss of or damage to your records or data or 3 special incidental or indirect damages or for any economic consequential damages (including lost

profits or savings) even ifwe are informed oftheir possibility

license

Any machine readable education materials that we provide to you will be subject to the terms and conditions ofa license agreement We will inform you of the applicable agreement

Warranty

THERE ARE NO EXPRESS WARRANTIES EXCEPT THOSE CONTAINED HEREIN OR IN ANY APPUCABLE UCENSE AGREEMENT THERE ARE NO IMPUED WARRANTIES INCLUDING BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE WE MAKE NO WARRANTY AS TO RESULTS TO BE ATTAINED BY ATTENDING OUR CLASSES OR USING OUR EDUCATION MATERIALS

Changes to this agreement

We may modifY these terms and conditions on written notice The modified terms and conditions will apply to your enrollment or order unless you cancel such enrollment or order prior to the effective date Otherwise for a change to be valid both of us must sign it Additional or different terms and conditions in any order or communication from you are void

General

bull You agree not to copy our copyrighted material without our prior written consent bull You agree not to use recording equipment in our classes without our prior written consent bull You agree not to use our trademarks trade names or other designations in any promotion or publication without our prior written consent bull You agree not to assign or otherwise transfer your rights under this Agreement without our prior

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Contract No ________

written consent Any attempt to do so is void bull Neither of us is responsible for failure to fulfill any obligations due to causes beyond its control bull Neither ofus will bring a legal action (under this Agreement) more than two years after the cause of action arose bull Any terms of this Agreement which by their nature extend beyond its termination remain in effect until fulfilled and apply to respective successors and assignees

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Contract No ________

EXHIBITB PAYMENT TERMS

1 The tenn ofthis Agreement is March 1 2012 through March 31 2013

2 Total payment under the tenns of this Agreement will not exceed the total amount of $14994000 This cost includes all taxes and all other charges

3 Invoices to County are due upon receipt of invoice and payable within thirty (30) days from receipt of invoice

The contractor will set up an mM Education Pack - online account for Alameda County Social Services Agency A total value offering of $1 7640000 to be placed immediately in the mM Education Pack - online account for a price of $14994000

4 Invoices will be approved by the Alameda County Social Services Agency Contract Liaison

5 Contractor shall submit invoice as required to

Alameda county Social Services Agency 2000 San Pablo Ave 4th floor

Oakland CA 94612 Attn Jerome Graham

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C

EXHIBITC COUNTY OF ALAMEDA MINIMUM INSURANCE REQUIREMENTS

Wi1hout limiting MY other obligation or liabilily under this Agreement he Contractor at its sole rost and expense shall secure and keep in force he entire term of he as be he insuranre limits and endorsements

Commercial General Uability Premises Liability Products and Completed Operations Contractual

Personal and liabi B Commercial or Business Automobile Liability

All owned vehicles hired or leased vehicles non-owned borrowed and permissive uses Personal Automobile Liability is acceptable for individual contractors with no related activities Workers Compensation (WC) and Employers Uability (EL)

for all contractors with eml)Jovees

o Endorsements and Conditions

$1000000 per occurrence (CSl) Bodily Injury and Property Damage

$1000000 per occurrence (CSL) My Auto Bodily Injury and Property Damage

or disease

1 ADDmONAL INSURED All insurance required above with the exception of Personal Automobile LiabilityI Workers Compensation and Employers Liability shall be endorsed to name as additional insured County of Alameda its Board of SUpervisors the individual members thereof and all County officers agents employees and representatives

2 DURATION OF COVERAGE All required insurance shall be maintained during the entire term of the Agreement with the following exception Insurance policies and coverage(s) written on aclaims-made basis shall be maintained during the entire term of the Agreement and until 1year following expiration of the Agreemen~ as long as such coverage remains commercially available in the market place

3 REDUCTION OR UMIT OF OBLIGATION The insurance policies provided for in Aand Babove shall be primary and non contributory only with respect to liability arising out of this Agreement Pursuant to the provisions of this Agreement insurance effected or procured by the Contractor shall not reduce or limit Contractors contractual obligation to indemnify and defend the Indemnified Parties

4 INSURER ANANCIAL RAnNG Insurance shall be maintained through an insurer with aAM Best Rating of no less than AshyVlI or equivalen~ and shall be admitted to the State of California unless otherwise waived by Risk Management Acceptance of Contractors insurance by County shall not relieve or decrease the liability of Contractor hereunder My deductible or selfshyinsured retention amount or other similar obligation under the policies shall be the sole responsibility of the Contractor

S SUBCONTRACTORS Contractor shall include all subcontractors as an insured (covered party) under its policies or shall furnish separate certificates and endorsements for each subcontractor All coverages for subcontractors shall be subject to all of the requirements stated herein

6 JOINT VENTURES If Contractor is an association partnership or other joint business venture required insurance shall be provided by anyone of the following methods

- Separate insurance policies issued for each individual entity with each entity included as aNamed Insured (covered party) or at minimum named as an Additional Insured on the others policies Joint insurance program with the association partnership or other joint business venture included as a Named Insured

7 CANCELLATION OF INSURANCE Should any of the above described policies be cancelled before the expiration date thereof notice will be delivered in accordance with the policy provisions

8 CERTIACATE OF INSURANCE Before commencing operations under this Agreemen~ Contractor shall provide Certificate(s) of Insurance and applicable insurance endorsements in form and satisfactory to County evidencing that all required insurance coverage is in effect The County reserves the rights to require the Contractor to provide complete certified copies of all required insurance policies The require certificate(s) and endorsements must be sent to

- DepartmentAgency issuing the contract With acopy to the Contracts Office (2000 San Pablo Ave 4th floor Oakland CA 94612)

Certificate C-1 Form 2001-1

31of33

________________________________ _

Contract No ________

EXHIBITD

COUNTY OF ALAMEDA DEBARMENT AND SUSPENSION CERTIFICATION

(Applicable to all agreements funded in part or whole with federal funds and contracts over $25000)

The contractor under penalty of perjury certifies that except as noted below contractor its principals and any named and unnamed subcontractor

bull Is not currently under suspension debarment voluntary exclusion or

determination of ineligibility by any federal agency

bull Has not been suspended debarred voluntarily excluded or determined

ineligible by any federal agency within the past three years

bull Does not have a proposed debarment pending and

bull Has not been indicted convicted or had a civil judgment rendered against it by

a court of competent jurisdiction in any matter involving fraud or official

misconduct within the past three years

If there are any exceptions to this certification insert the exceptions in the following space

Exceptions will not necessarily result in denial of award but will be considered in determining contractor responsibility For any exception noted above indicate belOw to whom it applies initiating agency and dates of action

Notes Providing false information may result in criminal prosecution or administrative sanctions The above certification is part of the Standard Services Agreement Signing this Standard Services Agreement on the signature portion thereof shall also constitute signature of this Certification

CONTRACTOR __~~__L-

PRINCIPAL~~---ll-I-L-_o_--GlI_V__f___ TITLE~~)(UltJ~ltCJJ St(

SIGNATURE~-+-----=----____ DATEcl ~ (jJ~

32of33

Contract No _______

EXHmITE

COUNTY OF ALAMEDA CONTRACT COMPLIANCE REPORTING REQUIREMENTS

Upon receipt of signed contract documents prime contractor shall immediately enterassign subcontractors in the Syste~ confum payments received from the County within 5 business days in the Syste~ immediately enter payments made to subcontractors and ensure that subcontractors confirm they received payments within 5 business days in the System Subcontractors shall confirm their payments received from the prime contractor within 5 business days in the System

Alameda County Contract Compliance System training and ongoing support are provided at no charge to contractors and participating sub-contractors awarded a contract as a result of this bid process for this project Contractors having contracts with the County should schedule a representative from their officecompany along with each of their subcontractors to attend training The training schedule may be viewed online at httpwwwelationsyscomelatiollsysisupport lhtm or call Elation Systems at (510) 764shy1870 A special access code will be provided to contractors and subcontractors participating in this contract awarded to allow use of the System free of charge

It is the Contractors responsibility to ensure that they and their subcontractors are registered and trained as required to utilize the Alameda County Contract Compliance System Training sessions are approximately one hour and will be held periodically in a number of locations throughout Alameda COWlty

330f33

DATE MDDIYYYYCERTIFICATE OF LIABILITY INSURANCE 211012012

THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMA11ON ONLY AND CONFERS NO RIGHTS UPON TtE CERTFICATE HOLDER THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND EXTEND OR AtTER THE COVERAGE AFFORDED BY THE POUCIES BELOW THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BElWEEN THE ISSUING INSURER(S) AUTHORIZED REPRESENTATIVE OR PRODUCER AND TtE CERTIFICATE HOLDER

IMPORTANT If the certificate holder is an ADDmONAL INSURED the policy(ies) must be endorsed If SUBROGATION IS WAIVED subject to the terms and conditions ofthe policy certain policies may require an endorsement A statement on this certificate does not confer rights to the certificate holder in lieu of such enciorseme s

PROOUCER

Aon Risk Services Northeast Inc 199 Water Street New York NY 10038 Phone 8662667475 Fax 8664677847 AFFORDING COVERAGE HAIC INSURED COMPANY A ACE American Insurance Company

lnIemationaI Business -4achines Corp amp My Other Subsidiary Corp Owned 01 ConIrDlled by the Insured 1 New Orohan Road Armonk NY 10504 United Slates

INSUR

COVERAGES CERllFICATE NUMBER154795 REVISION NUMBER THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED NOTWITHSTANDING ANY REQUIREMENT TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO VllHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS EXCLUSIONS AND CONDITIONS OF SUCH POLICIES LlMrTS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS

INSR (fiUCf EFF POUCfEXPLTR TYPE OF INSURANCE POLICY NUMBER til UMITS

A GENERAL UABIUTY HDOG25529236 5212011 1512112012 EACH OCCURRENCE $1OQMQQ--shy~~ X COMMERCIAl GENERAl LIABILITY PREMISE$Ea ~~ncel 11000 000 = CLAIUS-MAOE [KJ OCCUR UED EXP (Anyone person) S2500000

- I PERSONAl amp ArN INJURY $1000000-

-- ~GENERAL AGGREGotTE $1000000

~L AGGREr9L1MIT ArPER i PROOUCTS-COMP~AGG $1000000

POLICY ~ LOG I i A AUlOIIOBILE UABlUlY ISAH08635948 51212011 51212012 COMBINED SINGLE LIMIT

51000000---shy (Eaarridentll2t ANY AUTO BOOIL Y INJURY (Per personl ALL OWNEO AUTOS f-shy

- ~LY INJURY (Peracddenl) SCHEDULED AUTOS PROPERTY DAMAGE-

- HIREOAUTOS i(Per_) r-middotmiddotmiddotmiddotmiddot

--shy ~AUTOS

I I UlIBRElILA UAB

I

Irl OCCUR i EACH OCCURRENCE

~

EXCESSUAS ~~ CLAIMS-MAOE AGGREGATE

- DEDUCTIBlE

IRETEImON $ WORIltERS COIIPENSA11ON i I~~Ullis I IdegJrANDEMPLOYERSUABUTY YIN shy

ANY PROPRIETORiPARTNERIEXECUTlVE D NIA

I

EL EACH ACCIDENT OFFlCERMEIBIR EXaUOED

I EL DISEASE - EA EMPLOYEE m(MIndaIoIy In NHI

~~~~~TIONSbel i EL OISEASEmiddot POLICY LIMIT

i i I I DESCRIP110N OF OPERATION$ LOCATION$I YEHlCLES Aflach ACORD 101 AcldiUoMlRemrb $chedm is ngtqulroocl)

Please see page 2 for any additional language

CERllFICATE HOLDER CANCELLAllON

Alameda County Department of Social Services 2000 San Pablo Ave Oakland CA 94612 United States

SHOULD ANY OF 1ME ABOVE DESCRIBED POLICIES BE CANCE1lED BEFORE lHE EXPlRA110N DATE lHEREOF NOnce WILL BE DElNERED IN ACCORDANCe WFTH lHE POLICY PROVISIONS

I

AUTHORIZED REPRESENTAlIYE

AuIhcfized ReJgtresenlatve ~_yen~ ~~~~~bullw __ J_ PIaI Risk SenIkes NonheasI Inc

ISgt 1988-2009 ACORD CORPORATION AI righIs reserved

ACORD 25 (2009101 The ACORD name and logo are registered marks ofACORD Page 1 of2

ADDITIONAL REMARKS SCHEDULE AGENCY

Aon Risk Services Northeast Inc 199 Water Street New York NY 10038 Phone 8662667475 Fax 8664677847

NAIlED INSURED IntemaUonal Business Machines CoIp amp Ally Other SubsidiaIy CoIp Owned Of Contro8ed by lIle Insured 1 New Ordlard Road Armonk NY 10504 United Slates

EFFECTIVE DATE

ADDITIONAL REMARKS

THIS ADDITIONAL REMARKS FORM IS A SCHEDULE TO ACORD FORM

FORM NUMBER 25 FORM TITLE CERTIFICATE OF LIABILITY INSURANCE

[Alameda County Department of SOcial Services County of Alameda its Board of SUpervisors the individual members hereof and all County officers agents employees and representatives are hereby named as additional insureds on

General Liability policies but only to the extent that their interest may appear

Additional Language The insurance coverage provided for herein shall be primary and non contributory only wi1h respect to liabHity arising out of this Agreement with respect to liabHity arising out of IBMs negligence and as respects this contract only

Project IBM Education Pack Services

If there is a question regarding this certificate please contact Edward DiNardo (Email dinardoeusibmcom Phone 916-567-2922)

~ operations incidental to the conduct of insureds business in the United States of America

ACORD 101 (2008101) 2008 ACORD CORPORA nON All rights reserved The ACORD name and logo are registered marks of ACORD

Page 20f2

tC~RiJ CERTIFICATE OF LIABILITY INSURANCE I DlTE 1I1IfDOIYYYY)

21102012

THIS CERnFICATE IS ISSUED AS A MATTER OF INFORMA nON ONLY AND CONFERS NO RIGHTS UPON TIE CERTIFICATE HOLDER THIS CERnFICATE DOES NOT AFFlRMAnvaY OR NEGAnVELY AMEND EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POUCIES BELOW THIS CERnFICATE OF INSURANCE DOES NOT CONSTITUlE A CONTRACT BETWEEN THE ISSUING INSURER(S) AUTHORIZED REPRESENTAnVE OR PRODUCER AND TIE CERTIFICATE HOLDER

IMPORTANT Iftlle certifieate holder is an ADDITIONAL INSURED the policy(ies) must be endorsed If SUBROGAnON IS WAIVED subject to the terms and conditions of the policy certain policies may require an endorsement A statement on this certifICate does not confer rights to the certificate holder in lieu of such endorsement(s)

PRODUCER =~NT Aon Risk Services Northeast Inc 1pound Ir~No)199 Water Street New York NY 10038 Phone 8662667475 Fax 8664677847 INSURER(S) AFFORDING COIlERAGE HAIC

INSURED COMPNff A liberty Insurance Corporal

International Business Madlines CoqJ COMNoIY B liberty MulJaIII1SUrIIIIlt8 CcrIyengtany 1 New Ord1ard Road COMNoIY Co National Union Fino ance Company d 1IIIsbtJrgh PA Amlonk NY 10504 United Stales

COVERAGES CERT1FICATE NUMBER154796 REVISION NUMBER- THIS IS TO CERTIFY THAT THE POlICIES OF INSURANCE LISTED BEleW HAVE BEEN ISSueD TO THE INSUREO NAMED ABOVE FOR THE POlICY PERIOD INDICATED NOTWITHSTANDING ANY REQUIREMENT TERM OR CONDITION OF ANY COOTRACT OR OTHER DOCUMENT 1MTH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN THE INSURANCE AFFORDEO BY THE POLICIES DESCRIBEO HEREIN IS SUBJECT TO ALL THE TERMS EXCLUSIONS AND CONDITIONS OF SUCH POliCIES LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID ClAIMS

11tf TYPE OF INSURANCE IIHSR IWVD POLICY NIMIIER ~1fgtUCYEXP UIlITS

GENERAl UAaUlY I EACH OCCURRENCE

COMMERCIAL GENERAl LiABlLI1Y ~~~e~~nce) CLAIMS-MADE D OCCUR MED EXP (Anyone fgten)

PERSONAl amp AlN INJURY

GENERAl AGGREGATE

ESPER ~CT5 - calpop AGG

nLOC AIlOIIOIlILE UAaUlY COMBINED SINGLE LIMIT - (Ea 8Cdde1t)

ANY AUTO BOOI L Y INJURY (Per fgte11lOt)-shy

ALL OWNED AUTOS BODILY INJURY (Per accident)-

- SCHEDULED AUTOS PROPERTY DAMAGE

HIRED AUTOS (Per accident) -

NON-OWNED AUTOS - ~

UIIBRELlA UAB HOCCUR

EACH OCCURRENCE-EXCESSUAB CLAIMS-MADE AGGREGATE

---- DEDUCTIBLE

A WORKERS COIIPENSAllON WA7-6I)()0415ef4Z AOSPRNYlshy 11112012 1III2OIa X I T~~JWs I IO~A AND EMPLOYERS UAaUlY WA7-62D-laquol41SHi12 IYil 11112012 11112013 A YIM WC1~I-ltIOU5amp-I52 (OR WI) 11112012 11112013 $100000A ANY PROIRIETORIPARTNERlEXECUTIVE ~

MIA ~1_ExaNOHl 11112012 11112013 EL EACH ACCIDENT OFACERIMEI4BER EXClUDEDI (Mandatory In NKI

BH2HIC14158-1M2(V1) 11112012 11112013 EL DISEASE- EA EMPLOYEE $1ooampQQc 83-118922 a-) 11112012 IttrlO13

bull ~~~OPERATIONSIlet_ EL DISEASE POliCY LIMIT $100000

bull

DESCRIPllON OF OPERATIONS I LOCAnONS I VEHICLES (Attech ACORD 101 MdIlloMI Renlarlc8lchedule r mono fMICI Is required)

bullbull Includes EL coverage for monopolistic states NO PR WA WY

Please see page 2 for any additional language

CERT1FICATE HOLDER CANCELLATlON

Alameda County Department of Social Services 2000 San Pablo Ave Oakland CA 94612 United States

SHOULD Atlaquo OF THE ABOVE DESCRI8ED POUCIES BE CANCELLED BEFORE THE EXPIRATION DATE 1lIEREOF NOTICE WILL BE DELIVERED IN ACCORDANCE WrrH THE POLICY PROVISIONS

I

AUTHOIIZED REPRESEHTA1IYE

IIiutJori2od ~ smiddot~ _~4-~(~--w ___ --~~ -~kin Risk SeNices Nor1heast Inc

copy 1881-2009 ACORD CORPORA TlON An nghts reserved ACORD 26 (2009109) The ACORD name and logo are registered marks ofACORD

Page 1 of 2

ADDITIONAL REMARKS SCHEDULE AGENCY

ADo Risk Services Northeast Inc 199 Water Street New York NY 10038 Phone 8662667475 Fax 8664677847

NAIlED INSURED International Business Machines Corp 1 New Onhani Road Armonk NY 10504 United states

EFFECTIVE MTE

ADDmONAL REMARKS

THIS ADDITIONAL REMARKS FORM IS A SCHEDULE TO ACORD FORM

FORM NUMBER 25 FORM 11TLE CERTIFICATE OF LIABILITY INSURANCE

Project IBM Education Pack Services

Ifthere is a question regarding this certificate please contact Edward DiNardo (Email dinardoeusibmcom Phone 916-567-2922)

All operations incidental to the conduct of insureds business in the United States of America

ACORD 101 (2008101) C 2008 ACORD CORPORATION All rights reserved The ACORD name and logo are registered mal1ls of ACORD

Page 20f2

AKl K NAKAO Director

G~-r)ipDecember 5 2011

DEC 08 lOl1 TO Caroline Judy Assistant Direltltor GSA

RECE~vED FROM Tudor S Mosu Procurement Specialist n

SUBJECf Finding ofNon-Competition bull Sote Source 2084 Purchase from International Business Machines Corp Sacramento CA

This is to document my finding that competitive bidding is not possible for the purchase ofall IBM Education Pack in tho amount oUI 4994000 for the Social Services Agency (SSA) Infonnation Systems Department and therefore the Departmental Justification to Request a Waiver ofCounty Competitive Bidding Requirement copy attached is approved

In accordance with the County Administrative Code Section 412010 entitled UPurchases to be by Competitive Quotation all purchases of and contracts for materials supplies services fwnishings equipment livestock and other personal property shall be based wherever possible on competitive quotations

I have reviewed and researched the product and marketplace Based on my research ofthe departmental justifi~tion and internet I have detennined the requested product and supplier cannot be substituted and satisfy the Countys requirements International Business Machines Corp (IBM) is the only vendor capable to provide an online account to be used for IBM private courses at SSA on WM business intelligence data warehouse reporting classes IBM will add the SSA content customized to the training environment using Cognos Framework Manager and will provide a suite oftraining public and private courses technical conferences and selfmiddotpaced virtual classes This sole source request was posted on the County website for ten (10) business days and no other proposal was received Therefore competitive quotations are not possible and the request is recommended for your approval

The Social Services Agency is to obtain Board approval for services that exceed $25000 requesting authorization from the President of the Board to sign the contract or approve the purchase The Auditor-Controller issues Board signed contracts and Board approved purchase orders and purchase order changes withwithout signed contracts

te IIktt II Peill-o ValenciaDeputy Direct6rlDate

GSA Office ofAcquisition Policy

SLEB Compliant ______

Date~~~~_________ Director GSA

Attachment(s)

1401 LAKISIDE DRIVU SUITL 907 OAKLND CALIFORNIA 94612 PHmr 5102989600 [AX 5[02089626 wwwlt5(itnc~ovorg

GSA Sole Source Procurements - Alameda County Page lof2o Ala~~da co~ntys Offl~lal ~ebslte Skip County Banner 0 SHARE rJf l

~ go WoOFg i QUick links Citizens Business Seerch aegov IGO I Government Emergencies

GSA Home

Home

Introduction

AwardedClosed Contracts

Current Contracting Opportunltles

Arch 8 Engineering Construction

Sole Source Procurements

Goods 8 Services The contracts described below have been determined to comply with the County Sole Source Policy in ~flesrlonal Services that only a single source is available andor valid sole source exceptions to the competitive process

I-===----f exisl Upcoming ContractIng Opportunities

Arch amp Englnoaring Construction Goods amp Services ProfessIonal ServlceQ

Sole Source Procurements

Highland Project Contracts

AwardedClosedContracts CUlTent Contracting Opportunltles Upcoml Contracting

Contacts Teams

Vendor Info Vendor Guide Vendor Application (Online) Vendor Application

Public Works (PWA) Contracting Opportunities

CDA Construction Contracting Opportunities

StopWasteOrg

Advance NotIce of SoJe Source purchases are posted on-line for a minimum of five (Ii) business days prior to a contract being awarded For any additlonallnformatlon regarding contracts posted on thIs website please contact the appropriate parson listed below Thank you for your interest

Source Contract DescrIption

f1Ef1l Online Training Courses

f1I3JI Repair and Test fIre fighting ProtectiVe Clothing

Electro Shock Guns Cartridges BaHerlee amp Accessories

Estimate Award Date

120212011

11302011

111172011

Contact Person

Tudor S Mosu (510) 208-9614

Tudor S Mosu (510) 208-9614

Tudor S Mosu (510) 208-9614

mhtmIfilelICUserstmosuAppDataLocalMicrosoftWindowsTemporary Internet FilesContentOutlook1OYF6YPOGSA S 1210612011

Alameda County Auclttor-Controller Agencv Office of Contract Compliance OCC

FEDERAL GRANT FUNDS SMALL LOCAL EMERGING BUSINESS (SUI) WAIVER REQUEST

REQUIREDTOSOUCIT BlOSPROPOSALSAND AWARt)AMENO CONTRACTS THAT INCUJDe FtoERAl GRANT FUNDS THAT fROHI51l GIOORAPHICAl PREFERENCE)

mSfCDOfltcompr middot6 bbw and submit fhts form wlfh supporifng doclfrnentaion pecificolty stoHng that geographle preferences om bonnad fer the requetfed procurement to Tcmtnee TRlong Auditor Controller ace a QC 20111 or vIa email tot1Wlmf1lmn9_~99Uponapprovala fampdeKal Fundt WaNer number wm be I$SitEtd This numbM Is a mandatOf) field rGqooed tQ enter Q Procurement CollirUct In ALCOUMt ace wlJi mft-m upprovaill and denkds to tile Requesfing Depmtmem listed belew It IIIIftoI WQJvCW Is to $Cliett bids resubmlt c IOPY of the originally signed form Q nsed to tIWOrdlarYileM eo~ttI~ rlllquired addltlOlQllnfOOYlofl~l (3JiC bllliowl

1 Requasiing Department Ncme~_~~~9______ _~__________

A Contact First and Lost Nome~a~y Chen ___ _____ QiC 20203 __

8 Email Address~~~aOQCVmiddotorg ___ Phone Number ~~~~~ ____ 2 Procu~ement Oescriptlcm To p~asl an IB~~~tl0f~Jntonlln~ account) th~~lIIJr~~~

_IB~~~~gn~ pub~8 p~ate traini~gtpoundOUrses far saA Siaff _ CFOA No _9_~_5_5e___

3 1~~l9n~ checK aP2rgl~~~QY to fndrcqjg reason forYfaiver re9Y~______---

A 0 SoBd Bids with County Counsel approved modifled SlEB provlslons ___1___L__ ~

Wmvef Requeii ~ I=====================u____ t-__----i _101gt~r---------------- w 4 - bull _ IiT__ __ middot_-------1bull -- bullbull loW

IB II Award Contract wih COllnty COlJnSel OPPlOV(~ modifiampi SlES provIsions J IlL3 I W4livElf hquaat Delfs I

l ControctorNameCitYIM~IaClesett --~------------- iI Total Contract ValtJe $1499~O~ 5 3 fs i

L 3 fpoundlltroct S~ Date ~LJ~)2 U- COltmct End Dote=--zbJ~_IT1- - ~----- --~ -------- C 0 Contract Amendment --1_~J_ Also complete R 11 B2) and B 3) above WaWQr Req~Date

Dnme expiration Dote __~J1_ bull OMoo6Y Increase Amount $___~__~ ----~----~-- shy4 g Check here to in(iicate thai the FedefQ~ regulation Is ofialChed and speciflcally prohibits

geographical preferencs$ rrown he proc)r~met1 described above

Federal Re~Jutotlon NameNumber H~ltht~ S~~~L2~45ER~_~__~_

5 pound1 Che~~k here to lndicats that the Fedarar grant fundi are sub granted or PQssed through the State to the Couniy where State laws prohibit geogroph1cai preferences from the proctffemenf described obove and sub granf documerlts are aHached

State Regulation NomeNum r---=__

6 ---~~~~~~~gt-r--4-----n7io-y----shy r OClte

EPLS Search Results Page 1 of 1

Excluded Parties List System EPLS

Search Results Excluded By Firm Entity or Vessel International Business Machines Corporation

as of 14-Feb-2012 229 PM EST

Your search returned no results

httpsllwwweplsgoveplssearchdo full_name= Intemational+Business+Machines+Corpo 2142012

Contract No _______

27 ADVERTISING OR PUBLICITY Contractor shall not use the name OfCOWIty its officers directors employees or agents in advertising or publicity releases or otherwise without securing the prior written consent of COWIty in each instance

28 MODIFICATION OF AGREEMENT This Agreement may be supplemented amended or modified only by the mutual agreement of the parties No supplement amendment or modification of this Agreement shall be binding wuess it is in writing and signed by authorized representatives of both parties

29 ASSURANCE OF PERFORMANCE If at any time County believes Contractor may not be adequately performing its obligations under this Agreement or that Contractor may fail to complete the Services as required by this Agreement COWIty may request from Contractor prompt written assurances of performance and a written plan acceptable to County to correct the observed deficiencies in Contractors performance Contractor shall provide such written assurances and written plan within ten (10) calendar days of its receipt of Countys request and shall thereafter diligently commence and fully perform such written plan Contractor acknowledges and agrees that any failure to provide such written assurances and written plan within the required time is a material breach under this Agreement

30 SUBCONTRACTINGASSIGNMENT Contractor shall not subcontract assign or delegate any portion of this Agreement or any duties or obligations hereunder without the Countys prior written approval

a Neither party shall on the basis ofthis Agreement contract on behalf ofor in the name of the other party Any agreement that violates this Section shall confer no rights on any party and shall be null and void

b Contractor shall use the subcontractors identified in Exhibit A and shall not substitute subcontractors without Countys prior written approval

c Contractor shall remain fully responsible for compliance by its subcontractors with all the terms ofthis Agreement regardless of the terms of any agreement between Contractor and its subcontractors

31 SURVIVAL The obligations of this Agreement which by their nature would continue beyond the termination on expiration of the Agreement including without limitation the obligations regarding Indemnification (Paragraph 2) Ownership of Documents (Paragraph 11) and Conflict of Interest (Paragraph 12) shall survive termination or expiration

32 SEVERABILITY If a court of competent jurisdiction holds any provision of this Agreement to be illegal unenforceable or invalid in whole or in part for any

150f33

Contract No _______

reason the validity and enforceability of the remaining provisions or portions of them will not be affecteltL unless an essential purpose ofthis Agreement would be defeated by the loss ofthe illegal mlenforceable or invalid provision

33 PATENT AND COPYRIGHT INDEMNITY Contractor represents that it knows ofno allegations claims or threatened claims that the materials services hardware or software (Contractor Products) provided to ComIty under this Agreement infringe any patent copyright or other proprietary right Contractor shall defenltL indemnify and hold harmless ComIty of from and against all losses claims damages liabilities costs expenses and amounts (collectively Losses) arising out of or in connection with an assertion that any Contractor Products or the use thereof infringe any patent copyright or other proprietary right of any third party ComIty will ( 1) notify Contractor promptly of such claim suit or assertion (2) permit Contractor to defend compromise or settle the claim anltL (3) provide on a reasonable basis information to enable Contractor to do so Contractor shall not agree without Countys prior written consent to any settlement which would require County to pay money or perform some affirmative act in order to continue using the Contractor Products

a If Contractor is obligated to defend County pursuant to this Section 33 and fails to do so after reasonable notice from County County may defend itself andor settle such proceeding and Contractor shall pay to ComIty any and all losses damages and expenses (including attorneys fees and costs) incurred in relationship with ComItys defense andor settlement of such proceeding

b hI the case of any such claim of infringement Contractor shall either at its option (1) procure for ComIty the right to continue using the Contractor Products or (2) replace or modify the Contractor Products so that that they become non-infringing but equivalent in functionality and performance

c Notwithstanding this Section 33 ComIty retains the right and ability to defend itself at its own expense against any claims that Contractor Products infringe any patent copyright or other intellectual property right

34 OTHER AGENCIES Other tax supported agencies within the State of California who have not contracted for their own requirements may desire to participate in this contract The Contractor is requested to service these agencies and will be given the opportunity to accept or reject the additional requirements If the Contractor elects to supply other agencies orders will be placed directly by the agency and payments made directly by the agency

35 EXTENSION This agreement may be extended for two additional one year terms by mutual agreement of the ComIty and the Contractor

160f33

Contract No _______

36 SIGNATORY By signing this agreement signatory warrants and represents that heshe executed this Agreement ill hislher authorized capacity and that by hislher signature on this Agreement heshe or the entity upon behalf of which heshe acted executed this Agreement

[END OF GENERAL TERMS AND CONDITIONS]

170f33

--------Contract No

ADDITIONAL PROVISIONS

1 Exhibit E COUNTY OF ALAMEDA CONTRACT COMPLIANCE REPORTING REQUIREMENTS - Not applicable Federal Grant Funds SLEB Waiver approved F308A (attached) Waiver of county competitive bidding requirement approved by GSA (Attached copy of the GSA memo dated on 125111)

2 The IBM Education Pack -online account Program is subject to the terms and conditions of the IBM Agreement for Courses and Education Materials which can be found by accessing the IBM Web site via ibmcomltraininglustermshtmL

3 US County Government Alameda County Social Services Agency Only For US County Government Alameda County Social Services Agency ordering from the IBM GSA IT Schedule Contract Number GS-35F-4984H The terms and conditions of the GSA IT Schedule Contract apply and may be viewed at wwwibmcomleasyaccessgsa

For US County Government Alameda County Social Services Agency placing orders other than via the GSA IT Schedule Contract Terms and conditions equivalent to those contained in IBMs current GSA IT Schedule Contract apply Terms of IBMs current GSA IT Schedule Contract prevail in the event of a conflict with the commercial terms

The following General Terms and Agreement shan be modified as follows

4 Section 1 is amended and restated in its entirety as follows

INDEPENDENT CONTRACTOR No relationship of employer and employee is created by this Agreement it being understood and agreed that Contractor is an independent contractor Contractor is not the agent or employee of the County in any capacity whatsoever and County shall not be liable for any acts or omissions by Contractor nor for any obligations or ~iabilities incurred by Contractor

Contractor shall have no claim under this Agreement or otherwise for seniority vacation time vacation pay sick leave personal time off overtime health insurance medical care hospital care retirement benefits social security disability Workers Compensation or unemployment insurance benefits civil service protection or employee benefits of any kind

Contractor shall be solely liable for and obligated to pay directly all applicable payroll taxes (including federal and state income taxes) or contributions for unemployment insurance or old age pensions or annuities which are imposed by any governmental entity in connection with the labor used or which are measured by wages salaries or other remuneration paid to its officers agents or employees

I t

I (

f

I I t

l ~

p ~

180f33

--------Contract No

In carrying out the work contemplated herein Contractor shall comply with all applicable federal and state workers compensation and liability laws and regulations with respect to the officers agents andor employees conducting and participating in the work and agrees that such officers agents andor employees will be considered as independent contractors and shall not be treated or considered in any way as officers agents andor employees of County

Contractor does by this Agreement agree to perfonn hislher said work and functions at all times in accordance with currently approved methods and practices in hislher field and that the sole interest of County is to insure that said service shall be perfonned and rendered in accordance with the Agreement

Notwithstanding the foregoing if the County detennines that pursuant to state and federal law Contractor is an employee for purposes of income tax withholding County may upon two weeks notice to Contractor withhold from payments to Contractor hereunder federal and state income taxes and pay said sums to the federal and state governments

5 Section 2 is amended and restated in its entirety as follows

INDEfYINIFICATION Contractor shall hold hannless and indemnifY the County of Alameda by defending the County of Alameda its Board of Supervisors employees and agents from and against any and all third party claims for damages on account of bodily injury (including death) or damage to real property or tangible personal property for which Contractor is legally liable to that third party and pay all costs damages and attorneys fees that a court finally awards or that are included in a settlement approved by Contractor provided that the County shall promptly notifY Contractor in writing of the claim and allow Contractor to control the defense and will cooperate with the Contractor in the defense and any related settlement negotiations The County may participate in the defense of any such claim at its own expense without relieving Contractor of any obligation hereunder

6 Section 6(a) is amended and restated in its entirety as follows

CONFORMITY WITH LAW AND SAFETY

a In perfonning services under this Agreement Contractor shall observe and comply with all laws ordinances codes and regulations of governmental agencies including federal state municipal and local governing bodies applicable to Contractor as a provider of infonnation technology products and services including all applicable provisions of the California Occupational Safety and Health Act

190f33

--------Contract No

7 Section 10 is amended and restated in its entirety as follows

TAXES Payment of all applicable federal state and local taxes excluding those based on Contractors net income shall be the sole responsibility of the County unless proper exemption documentation is provided to the Contractor

8 Section 11 is amended and restated in its entirety as follows

OWNERSHIP OF DOCUMENTS Ownership of any Materials provided under this Agreement shall be as provided for in the Additional Provisions

9 Section 12 is amended and restated in its entirety as follows

CONFLICT OF INTEREST CONFIDENTIALITY The Contractor covenants that to the best of its knowledge and belief it presently has no interest and shall not have any interest direct or indirect which would conflict in any manner with the performance of services required under this Agreement Without limitation Contractor represents to and agrees with the County that Contractor has no present and will have no future conflict of interest between providing the County services hereunder and any other person or entity (including but not limited to any federal or state wildlife environmental or regulatory agency) which has any interest adverse or potentially adverse to the County as determined in the reasonable judgment of the Board of Supervisors of the County

10 Section 15( c) is amended and restated in its entirety as follows

c If requested to do so by the County Contractor shall provide the County with access to copies of all of its records pertaining or relating to its employment practices except to the extent such records or portions of such records are confidential or privileged under state or federal law andor in accordance with Contractors policies andor procedures

11 Section 16 is amended and restated in its entirety as follows

DRUG-FREE WORKPLACE Contractor and Contractors employees shall comply with the Countys policy ofmaintaining a drug-free workplace Neither Contractor nor Contractors employees shall unlawfully manufacture distribute dispense possess or use controlled substances as defined in 21 US Code sect 812 including but not limited to marijuana heroin cocaine and amphetamines at any County facility or work site If Contractor or any employee of Contractor is convicted or pleads nolo contendere to a criminal drug statute violation occurring at a County facility or work site the Contractor within five days thereafter shall notify the head of the County departmentagency for which the contract services are performed

200f33

Contract No ________

12 Section 17 is amended and restated in its entirety as follows

AUDITS ACCESS TO RECORDS The Contractor shall make available to the County its authorized agents officers or employees for examination any and all project records evidencing or relating to the expenditures and disbursements charged to the County and shall furnish to the County its authorized agents officers or employees such other evidence or information as the County may require with regard to any such expenditure or disbursement charged by the Contractor

If such project records are not kept and maintained by Contractor within the County of Alameda California Contractor shall upon request of the County makesuch project records available to the County for inspection at a location within County Contractor shall provide such assistance as may be reasonably required in the course of such inspection The County further reserves the right to examine and reexamine said project records during the three (3) year period following termination of this Agreement or completion of all work hereunder and the Contractor shall in no event dispose of destroy alter or mutilate said project records whatsoever for three (3) years after the County makes the final or last payment or within three (3) years after any pending issues between the County and Contractor with respect to this Agreement are closed whichever is later Notwithstanding anything else contained herein as in regards to this project in no event shall Contractor provide any confidential financial information including but not limited to cost or pricing methodologies overheads profit margins internal audit results or employee records

13 Section 18 is deleted in its entirety

14 Section 20 is amended and restated in its entirety as follows

TERMINATION The County has and reserves the right to terminate or abandon the execution of any work by the Contractor without cause at any time upon giving to the Contractor thirty (30) days prior written notice In the event that the County should terminate the Contractors work the Contractor shall be entitled to payment for services provided hereunder prior to the effective date of said termination Said payment shall be computed in accordance with Exhibit B hereto provided that the maximum amount payable to Contractor for its IBM Education Pack Services shall not exceed $14994000 payment for services provided hereunder prior to the effective date of said termination

210f33

--------Contract No

15 Section 22 is deleted in its entirety IBM does not anticipate any hiring with this education effort based upon IBMs global HR policies and procedures

16 Section 30 is amended and restated in its entirety as follows

SUBCONTRACTINGASSIGNMENT Contractor shall not subcontract assign or delegate any portion of this Agreement or any duties or obligations hereunder without providing the County with prior written notification

a Neither party shall on the basis of this Agreement contract on behalf of or in the name of the other party Any agreement that violates this Section shall confer no rights on any party and shall be null and void

b Contractor shall remain fully responsible for compliance by its subcontractors with all the terms of this Agreement in the performance of the services by such subcontractors regardless of the terms of any agreement between Contractor and its subcontractors

17 Section 33 PATENT AND COpy INDEMNITY is deleted in its entirety and will be governed by the terms and conditions as stated in APPENDIX A IBM Education Pack online account

County Counsel Signature ~ b ~)lto

220f33

Contract No ________

EXIDBITA DEFINITION OF SERVICES

Project IBM Education Pack - online account

Service The contractor will set up an IBM Education Pack - online account for Alameda County Social Services Agency A total value offering of $17640000 to be placed immediately in the IBM Education Pack - online account for a price of$14994000

bull Alameda County Social Services Agency will use the IBM Education Pack - online account discounted dollars to purchase IBM Training public and private courses IBM Technical Conferences designated by IBM Training and offered in the United States IBM Training self paced virtual classes at the regular retail price in effect at the time ofeach such purchase The account is available for use to train any employee of the Alameda County Social Services Agency These dollars can not be used in combination with any other discounts promotions or separately negotiated special rates (Refer to Appendix A - IBM Education Pack -online account Terms and Conditions)

bull IBM will invoice Alameda County Social Services Agency upon signing ofthis Agreement Information will be supplied identifying a user id and password for monitoring the online account Invoices are due in accordance with Exhibit B

bull This account is valid for twelve (12) months from the date it is first activated on 31112 The requested start date may be no later than sixty (60) days from the signing ofthis Agreement Any remaining balance at the end oftwelve (12) months will expire and is non-refundable

230f33

Contract No ________

APPENDIX A

IBM Education Pack -online account

Terms and conditions

Alameda County Social Services Agency is entitled to the discounting as described below

IBM Education Pack -online account -general terms and conditions

The ffiM Education Pack -online account is an electronic account you fund with training dollars to be used for ffiM Training offerings The account offers two options for funding which are $100 increments and preset amounts

Precision paymentplan with flexible levels in $JOO increments Value of 5100 increments Your Savings USD 52500 -59900 25-99 0010 USD 510000 -524~00 100 -249 5 USD 525000 -549900 250 -499 10010 USD 550000 -599~00 500 -999 11 USD 5100000 + 1000+ 12

Pre-set amOlmts are available in packages Value Your Price Your Savings USD52500 USD $2500 0010 USD 510000 USD $9500 5 USD525OOO USD22500 10 USDS50000 USD $44500 11 USD 5100000 USD $88000 12

1 The ffiM Education Pack -online account training dollars are valid for 12 months and are nonshyrefundable The ffiM Education Pack -online account can be used by one or more individuals in your organization

2 The ffiM Education Pack online account is valid for 12 months and extensions are prohibited 3 The activation date for the ffiM Education Pack -online account is the date ffiM Training receives the

application and billing information unless an alternate activation date is requested at the time the application is submitted An activation date of up to 60 days from the date of the application may be selected if indicated on the initial order form

4 The ffiM Education Pack -online account can be used for ffiM public courses private on-site courses instructor mentoring and most conferences designated by ffiM Training and offered in the US The ffiM Education Pack -online account may also be used for most ffiM e-Iearning designated by ffiM Training When using the ffiM Education Pack -online account to pay for a private onsite class you may use the training dollar vouchers for the class tuition instructor travel and living equipment and classroom rentals if applicable

5 When using the ffiM Education Pack online account to pay for a conference the funds may be used for conference tuition and some associated education sessions designated by ffiM Training

6 The ffiM Education Pack - online account cannot be used for classes or conferences which occur beyond the expiration date of the account funds The funds must be valid on the first day of the class or

240f33

Contract No _________

conference regardless of the date ofyour enrollment 7 Certain IBM Training courses may be excluded from this program To determine which IBM Training

courses are eligible for the program and which are excluded access our online catalog via the World Wide Web at ibncQmtrainingus to view IBM Training public course descriptions and conference scheduJes or contact 1800-IBM-TEACH (1-800-426-8322)

8 You must enroll in each individual course or conference prior to attending All enrollments in courses or conferences are subject to availability Enrollments and purchases must be guaranteed by an alternate method ofpayment You must check the IBM Education Pack online account box on the enrollment form Ifyou enroll by phone you must indicate you are using IBM Education Pack - online account funds to properly flag your enrollment record

9 To use your IBM Education Pack -online account funds you must debit your account PRIOR to the start ofthe course or conference by creating a voucher and submitting it online Each account voucher must be completed with Alameda County Social Services Agency number Alameda County Social Services Agency name and offering identification You must create a unique voucher for each individual enrollment or offering you purchase

10 The purchase of an IBM Education Pack -online account does not guarantee that a class will be held in a specific location

11 Ifyour enrollment status changes due to any cancellations you must access your IBM Education Pack online account and void applicable vouchers to return unused funds to your account balance The IBM Education Pack online account will not automatically update

12 The IBM Education Pack -online account is password protected IBM Training is not responsible for the misuse ofIBM Education Pack -online accounts

B Once the IBM Education Pack -online account is debited by creating a voucher for the offering your invoice will be credited for the value submitted up to 100010 of the course or conference tuition or other valid offering purchased If the amount of the created voucher from the IBM Education Pack-online account does not cover the entire tuition of the eligible IBM Training offering you will be billed the difference Ifyour IBM Education Pack -online account is not debited a bill for the offering will be sent

14 IBM Education Pack -online account cannot be used to pay for offerings that have already been billed or applied to previously taken courses

15 Once the IBM Education Pack -online account has been debited training dollars cannot be reapplied to the IBM Education Pack -online account

16 IBM Education Pack -online account training dollars cannot be combined with any other discounts offers programs coupons or promotions

17 IBM Education Pack -online account training dollars cannot be used to purchase additional IBM Education Packs -online accounts or other discount offerings

18 The No-Show and Cancellation policies apply and a bill for the full course or conference tuition will be sent if a student fails to attend or to cancel within the required period for a course or conference To use IBM Education Pack -online account training dollars to pay a No-Show or late cancellation bill send an e-mail to edpack(ZVusibmcom for processing instructions

19 IBM Education Pack -online account cannot be used to pay for IBM Training services engagements 20 Prices ofthis program and eligible offerings are subject to change without notice 21 Course and conference schedules are subject to change without notice 22 The IBM Education Pack -online account can only be resold by authorized IBM Business Partners

250f33

Contract No _________

Terms and conditions

IBM agreementor courses and education nuderitds

CUITent as of 01 Jan 2011

The following terms apply to I) enrollment in classes offered by ffiM and 2) orders for ffiMs education materials These tenus along with any applicable license agreement are the complete agreement between us regarding the courses or education materials we provide and replace any prior oral or written communications between us Attendance at a class or your use of any education materials constitutes your agreement to these tenus and conditions Occasionally we have offerings with additional or different terms and conditions If so we will provide those terms and conditions to you For example conference tenus and conditions are outlined in the conference registration section of the conference website or in the conference brochure for the event

Coulses and education mateais

We list our generally available courses and education materials in various IDM Catalogs ofEducation (Catalog) which we publish from time to time We may add or withdraw courses and education materials at any time without notice

Scheduling dasses

We will specify the dates of public classes Private or on-site classes will be scheduled by mutual agreement We may cancel any scheduled class on notice If we cancel a class for which you have prepaid we will refund the price you paid

Accommodations for students with disabilities

IDM locations are accessible for students with disabilities If reasonable accommodations are required for an individual with a disability please advise IDM of the accommodations in advance

Pces and payment

Prices for public classes will be those in effect on the date the class begins Prices include the use of required education materials and machines They do not include taxes or student travel and living expenses IDM reserves the right to increase prices at any time without prior notification Prices for private or on-site classes will be established based on your requirements Additional charges may apply such as instructor travel and living expenses facilities and remote lab support You agree to pay amounts due including applicable taxes and any late payment fees as we specify in the invoice Conference cancellation charges will be specified on the conference website or in the conference brochure for the event

Cancellation charges

Effective January 1 2011

You will be charged the full price of a public class ifyou do not cancel or reschedule your enrollment at least fourteen calendar days prior to the scheduled start date or ifyou do not show up for the class

260f33

Contract No _________

However you may cancel your class enrollment at any time within the three days following your initial or any rescheduled enrollment date without charge

Ifyou cancel a private or on-site class within seven calendar days prior to the scheduled start date you will be billed the full price ofthe class ifyou cancel between eight and fifteen calendar days prior to the scheduled start date you will be billed 25 of the full price and ifyou cancel between sixteen and twentyshyone calendar days prior to the scheduled start date you will be billed lOO of the full price Cancellation of a private or on-site class more than twenty-one calendar days prior to the scheduled start date may be made without charge

Conference cancellation charges will be specified on the conference Web site or in the conference brochure for the event

Self-Paced Virtual Oasses and Web-Based Training Classes

You may not cancel once you submit an order for a Self-Paced Virtual Class or a Web-Based Training Class Once you submit the order you are responsible to pay the entire course price

Online Enrollment Before you submit your order review the machine requirements listed in the course description to ensure that your system meets the minimum requirements for this course After you submit the on-line order form you should receive a confirmation e-mail with communication about your ID and password and additional instructions to start the course You are billed for the course when you submit the order form

Once you receive your ID and Password you will be given a period of time to complete the course Please refer to the course description for specifics regarding your registered course ONCE YOU SUBMIT YOUR ORDER WE WILL NOT BE ABLE TO CANCEL THE ORDER

Patents and copyrights

Ifa third party claims that the education materials we provide to you infringe that partys patent or copyright we will defend you against that claim at our expense and pay all costs damages and attorneys fees that a court finally awards provided that you

1 promptly notify us in writing of the claim and 2 allow us to controL and cooperate with us in the defense and any related settlement negotiations

Ifsuch a claim is made or appears likely to be made you agree to permit us to enable you to continue to use the education materials or to modify or replace them Ifwe determine that none of these alternatives is reasonably available you agree to return the education materials to us on our written request We will then give you an appropriate credit for the returned materials

This is our entire ob1igation to you regarding any claim of infringement

We have no obligation regarding any claim based on your modification of education materials

27of33

Contract No ________

limitation of liability

Circumstances may arise where because of a default on our part or other liability you are entitled to recover damages from us In each such instance except for the payments referred to in our patent and copyright terms described above and damages for bodily injury (including death) and damage to real property and tangible personal property for which mM is legally Hable we are liable only for the charges for the class or education material that is the subject of the claim

This limit also applies to any ofour subcontractors It is the maximum for which we are collectively responsible

Items for which we are not liable Under no circumstances are we or our subcontractors liable for any of the following

] third-party claims against you for losses or damages (except as described above in the section entitled Patents and Copyrights and damages for bodily injury (including death) and damage to real property and tangible personal property for which mM is legally liable)

2 loss of or damage to your records or data or 3 special incidental or indirect damages or for any economic consequential damages (including lost

profits or savings) even ifwe are informed oftheir possibility

license

Any machine readable education materials that we provide to you will be subject to the terms and conditions ofa license agreement We will inform you of the applicable agreement

Warranty

THERE ARE NO EXPRESS WARRANTIES EXCEPT THOSE CONTAINED HEREIN OR IN ANY APPUCABLE UCENSE AGREEMENT THERE ARE NO IMPUED WARRANTIES INCLUDING BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE WE MAKE NO WARRANTY AS TO RESULTS TO BE ATTAINED BY ATTENDING OUR CLASSES OR USING OUR EDUCATION MATERIALS

Changes to this agreement

We may modifY these terms and conditions on written notice The modified terms and conditions will apply to your enrollment or order unless you cancel such enrollment or order prior to the effective date Otherwise for a change to be valid both of us must sign it Additional or different terms and conditions in any order or communication from you are void

General

bull You agree not to copy our copyrighted material without our prior written consent bull You agree not to use recording equipment in our classes without our prior written consent bull You agree not to use our trademarks trade names or other designations in any promotion or publication without our prior written consent bull You agree not to assign or otherwise transfer your rights under this Agreement without our prior

28of33

Contract No ________

written consent Any attempt to do so is void bull Neither of us is responsible for failure to fulfill any obligations due to causes beyond its control bull Neither ofus will bring a legal action (under this Agreement) more than two years after the cause of action arose bull Any terms of this Agreement which by their nature extend beyond its termination remain in effect until fulfilled and apply to respective successors and assignees

290f33

Contract No ________

EXHIBITB PAYMENT TERMS

1 The tenn ofthis Agreement is March 1 2012 through March 31 2013

2 Total payment under the tenns of this Agreement will not exceed the total amount of $14994000 This cost includes all taxes and all other charges

3 Invoices to County are due upon receipt of invoice and payable within thirty (30) days from receipt of invoice

The contractor will set up an mM Education Pack - online account for Alameda County Social Services Agency A total value offering of $1 7640000 to be placed immediately in the mM Education Pack - online account for a price of $14994000

4 Invoices will be approved by the Alameda County Social Services Agency Contract Liaison

5 Contractor shall submit invoice as required to

Alameda county Social Services Agency 2000 San Pablo Ave 4th floor

Oakland CA 94612 Attn Jerome Graham

300f33

C

EXHIBITC COUNTY OF ALAMEDA MINIMUM INSURANCE REQUIREMENTS

Wi1hout limiting MY other obligation or liabilily under this Agreement he Contractor at its sole rost and expense shall secure and keep in force he entire term of he as be he insuranre limits and endorsements

Commercial General Uability Premises Liability Products and Completed Operations Contractual

Personal and liabi B Commercial or Business Automobile Liability

All owned vehicles hired or leased vehicles non-owned borrowed and permissive uses Personal Automobile Liability is acceptable for individual contractors with no related activities Workers Compensation (WC) and Employers Uability (EL)

for all contractors with eml)Jovees

o Endorsements and Conditions

$1000000 per occurrence (CSl) Bodily Injury and Property Damage

$1000000 per occurrence (CSL) My Auto Bodily Injury and Property Damage

or disease

1 ADDmONAL INSURED All insurance required above with the exception of Personal Automobile LiabilityI Workers Compensation and Employers Liability shall be endorsed to name as additional insured County of Alameda its Board of SUpervisors the individual members thereof and all County officers agents employees and representatives

2 DURATION OF COVERAGE All required insurance shall be maintained during the entire term of the Agreement with the following exception Insurance policies and coverage(s) written on aclaims-made basis shall be maintained during the entire term of the Agreement and until 1year following expiration of the Agreemen~ as long as such coverage remains commercially available in the market place

3 REDUCTION OR UMIT OF OBLIGATION The insurance policies provided for in Aand Babove shall be primary and non contributory only with respect to liability arising out of this Agreement Pursuant to the provisions of this Agreement insurance effected or procured by the Contractor shall not reduce or limit Contractors contractual obligation to indemnify and defend the Indemnified Parties

4 INSURER ANANCIAL RAnNG Insurance shall be maintained through an insurer with aAM Best Rating of no less than AshyVlI or equivalen~ and shall be admitted to the State of California unless otherwise waived by Risk Management Acceptance of Contractors insurance by County shall not relieve or decrease the liability of Contractor hereunder My deductible or selfshyinsured retention amount or other similar obligation under the policies shall be the sole responsibility of the Contractor

S SUBCONTRACTORS Contractor shall include all subcontractors as an insured (covered party) under its policies or shall furnish separate certificates and endorsements for each subcontractor All coverages for subcontractors shall be subject to all of the requirements stated herein

6 JOINT VENTURES If Contractor is an association partnership or other joint business venture required insurance shall be provided by anyone of the following methods

- Separate insurance policies issued for each individual entity with each entity included as aNamed Insured (covered party) or at minimum named as an Additional Insured on the others policies Joint insurance program with the association partnership or other joint business venture included as a Named Insured

7 CANCELLATION OF INSURANCE Should any of the above described policies be cancelled before the expiration date thereof notice will be delivered in accordance with the policy provisions

8 CERTIACATE OF INSURANCE Before commencing operations under this Agreemen~ Contractor shall provide Certificate(s) of Insurance and applicable insurance endorsements in form and satisfactory to County evidencing that all required insurance coverage is in effect The County reserves the rights to require the Contractor to provide complete certified copies of all required insurance policies The require certificate(s) and endorsements must be sent to

- DepartmentAgency issuing the contract With acopy to the Contracts Office (2000 San Pablo Ave 4th floor Oakland CA 94612)

Certificate C-1 Form 2001-1

31of33

________________________________ _

Contract No ________

EXHIBITD

COUNTY OF ALAMEDA DEBARMENT AND SUSPENSION CERTIFICATION

(Applicable to all agreements funded in part or whole with federal funds and contracts over $25000)

The contractor under penalty of perjury certifies that except as noted below contractor its principals and any named and unnamed subcontractor

bull Is not currently under suspension debarment voluntary exclusion or

determination of ineligibility by any federal agency

bull Has not been suspended debarred voluntarily excluded or determined

ineligible by any federal agency within the past three years

bull Does not have a proposed debarment pending and

bull Has not been indicted convicted or had a civil judgment rendered against it by

a court of competent jurisdiction in any matter involving fraud or official

misconduct within the past three years

If there are any exceptions to this certification insert the exceptions in the following space

Exceptions will not necessarily result in denial of award but will be considered in determining contractor responsibility For any exception noted above indicate belOw to whom it applies initiating agency and dates of action

Notes Providing false information may result in criminal prosecution or administrative sanctions The above certification is part of the Standard Services Agreement Signing this Standard Services Agreement on the signature portion thereof shall also constitute signature of this Certification

CONTRACTOR __~~__L-

PRINCIPAL~~---ll-I-L-_o_--GlI_V__f___ TITLE~~)(UltJ~ltCJJ St(

SIGNATURE~-+-----=----____ DATEcl ~ (jJ~

32of33

Contract No _______

EXHmITE

COUNTY OF ALAMEDA CONTRACT COMPLIANCE REPORTING REQUIREMENTS

Upon receipt of signed contract documents prime contractor shall immediately enterassign subcontractors in the Syste~ confum payments received from the County within 5 business days in the Syste~ immediately enter payments made to subcontractors and ensure that subcontractors confirm they received payments within 5 business days in the System Subcontractors shall confirm their payments received from the prime contractor within 5 business days in the System

Alameda County Contract Compliance System training and ongoing support are provided at no charge to contractors and participating sub-contractors awarded a contract as a result of this bid process for this project Contractors having contracts with the County should schedule a representative from their officecompany along with each of their subcontractors to attend training The training schedule may be viewed online at httpwwwelationsyscomelatiollsysisupport lhtm or call Elation Systems at (510) 764shy1870 A special access code will be provided to contractors and subcontractors participating in this contract awarded to allow use of the System free of charge

It is the Contractors responsibility to ensure that they and their subcontractors are registered and trained as required to utilize the Alameda County Contract Compliance System Training sessions are approximately one hour and will be held periodically in a number of locations throughout Alameda COWlty

330f33

DATE MDDIYYYYCERTIFICATE OF LIABILITY INSURANCE 211012012

THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMA11ON ONLY AND CONFERS NO RIGHTS UPON TtE CERTFICATE HOLDER THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND EXTEND OR AtTER THE COVERAGE AFFORDED BY THE POUCIES BELOW THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BElWEEN THE ISSUING INSURER(S) AUTHORIZED REPRESENTATIVE OR PRODUCER AND TtE CERTIFICATE HOLDER

IMPORTANT If the certificate holder is an ADDmONAL INSURED the policy(ies) must be endorsed If SUBROGATION IS WAIVED subject to the terms and conditions ofthe policy certain policies may require an endorsement A statement on this certificate does not confer rights to the certificate holder in lieu of such enciorseme s

PROOUCER

Aon Risk Services Northeast Inc 199 Water Street New York NY 10038 Phone 8662667475 Fax 8664677847 AFFORDING COVERAGE HAIC INSURED COMPANY A ACE American Insurance Company

lnIemationaI Business -4achines Corp amp My Other Subsidiary Corp Owned 01 ConIrDlled by the Insured 1 New Orohan Road Armonk NY 10504 United Slates

INSUR

COVERAGES CERllFICATE NUMBER154795 REVISION NUMBER THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED NOTWITHSTANDING ANY REQUIREMENT TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO VllHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS EXCLUSIONS AND CONDITIONS OF SUCH POLICIES LlMrTS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS

INSR (fiUCf EFF POUCfEXPLTR TYPE OF INSURANCE POLICY NUMBER til UMITS

A GENERAL UABIUTY HDOG25529236 5212011 1512112012 EACH OCCURRENCE $1OQMQQ--shy~~ X COMMERCIAl GENERAl LIABILITY PREMISE$Ea ~~ncel 11000 000 = CLAIUS-MAOE [KJ OCCUR UED EXP (Anyone person) S2500000

- I PERSONAl amp ArN INJURY $1000000-

-- ~GENERAL AGGREGotTE $1000000

~L AGGREr9L1MIT ArPER i PROOUCTS-COMP~AGG $1000000

POLICY ~ LOG I i A AUlOIIOBILE UABlUlY ISAH08635948 51212011 51212012 COMBINED SINGLE LIMIT

51000000---shy (Eaarridentll2t ANY AUTO BOOIL Y INJURY (Per personl ALL OWNEO AUTOS f-shy

- ~LY INJURY (Peracddenl) SCHEDULED AUTOS PROPERTY DAMAGE-

- HIREOAUTOS i(Per_) r-middotmiddotmiddotmiddotmiddot

--shy ~AUTOS

I I UlIBRElILA UAB

I

Irl OCCUR i EACH OCCURRENCE

~

EXCESSUAS ~~ CLAIMS-MAOE AGGREGATE

- DEDUCTIBlE

IRETEImON $ WORIltERS COIIPENSA11ON i I~~Ullis I IdegJrANDEMPLOYERSUABUTY YIN shy

ANY PROPRIETORiPARTNERIEXECUTlVE D NIA

I

EL EACH ACCIDENT OFFlCERMEIBIR EXaUOED

I EL DISEASE - EA EMPLOYEE m(MIndaIoIy In NHI

~~~~~TIONSbel i EL OISEASEmiddot POLICY LIMIT

i i I I DESCRIP110N OF OPERATION$ LOCATION$I YEHlCLES Aflach ACORD 101 AcldiUoMlRemrb $chedm is ngtqulroocl)

Please see page 2 for any additional language

CERllFICATE HOLDER CANCELLAllON

Alameda County Department of Social Services 2000 San Pablo Ave Oakland CA 94612 United States

SHOULD ANY OF 1ME ABOVE DESCRIBED POLICIES BE CANCE1lED BEFORE lHE EXPlRA110N DATE lHEREOF NOnce WILL BE DElNERED IN ACCORDANCe WFTH lHE POLICY PROVISIONS

I

AUTHORIZED REPRESENTAlIYE

AuIhcfized ReJgtresenlatve ~_yen~ ~~~~~bullw __ J_ PIaI Risk SenIkes NonheasI Inc

ISgt 1988-2009 ACORD CORPORATION AI righIs reserved

ACORD 25 (2009101 The ACORD name and logo are registered marks ofACORD Page 1 of2

ADDITIONAL REMARKS SCHEDULE AGENCY

Aon Risk Services Northeast Inc 199 Water Street New York NY 10038 Phone 8662667475 Fax 8664677847

NAIlED INSURED IntemaUonal Business Machines CoIp amp Ally Other SubsidiaIy CoIp Owned Of Contro8ed by lIle Insured 1 New Ordlard Road Armonk NY 10504 United Slates

EFFECTIVE DATE

ADDITIONAL REMARKS

THIS ADDITIONAL REMARKS FORM IS A SCHEDULE TO ACORD FORM

FORM NUMBER 25 FORM TITLE CERTIFICATE OF LIABILITY INSURANCE

[Alameda County Department of SOcial Services County of Alameda its Board of SUpervisors the individual members hereof and all County officers agents employees and representatives are hereby named as additional insureds on

General Liability policies but only to the extent that their interest may appear

Additional Language The insurance coverage provided for herein shall be primary and non contributory only wi1h respect to liabHity arising out of this Agreement with respect to liabHity arising out of IBMs negligence and as respects this contract only

Project IBM Education Pack Services

If there is a question regarding this certificate please contact Edward DiNardo (Email dinardoeusibmcom Phone 916-567-2922)

~ operations incidental to the conduct of insureds business in the United States of America

ACORD 101 (2008101) 2008 ACORD CORPORA nON All rights reserved The ACORD name and logo are registered marks of ACORD

Page 20f2

tC~RiJ CERTIFICATE OF LIABILITY INSURANCE I DlTE 1I1IfDOIYYYY)

21102012

THIS CERnFICATE IS ISSUED AS A MATTER OF INFORMA nON ONLY AND CONFERS NO RIGHTS UPON TIE CERTIFICATE HOLDER THIS CERnFICATE DOES NOT AFFlRMAnvaY OR NEGAnVELY AMEND EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POUCIES BELOW THIS CERnFICATE OF INSURANCE DOES NOT CONSTITUlE A CONTRACT BETWEEN THE ISSUING INSURER(S) AUTHORIZED REPRESENTAnVE OR PRODUCER AND TIE CERTIFICATE HOLDER

IMPORTANT Iftlle certifieate holder is an ADDITIONAL INSURED the policy(ies) must be endorsed If SUBROGAnON IS WAIVED subject to the terms and conditions of the policy certain policies may require an endorsement A statement on this certifICate does not confer rights to the certificate holder in lieu of such endorsement(s)

PRODUCER =~NT Aon Risk Services Northeast Inc 1pound Ir~No)199 Water Street New York NY 10038 Phone 8662667475 Fax 8664677847 INSURER(S) AFFORDING COIlERAGE HAIC

INSURED COMPNff A liberty Insurance Corporal

International Business Madlines CoqJ COMNoIY B liberty MulJaIII1SUrIIIIlt8 CcrIyengtany 1 New Ord1ard Road COMNoIY Co National Union Fino ance Company d 1IIIsbtJrgh PA Amlonk NY 10504 United Stales

COVERAGES CERT1FICATE NUMBER154796 REVISION NUMBER- THIS IS TO CERTIFY THAT THE POlICIES OF INSURANCE LISTED BEleW HAVE BEEN ISSueD TO THE INSUREO NAMED ABOVE FOR THE POlICY PERIOD INDICATED NOTWITHSTANDING ANY REQUIREMENT TERM OR CONDITION OF ANY COOTRACT OR OTHER DOCUMENT 1MTH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN THE INSURANCE AFFORDEO BY THE POLICIES DESCRIBEO HEREIN IS SUBJECT TO ALL THE TERMS EXCLUSIONS AND CONDITIONS OF SUCH POliCIES LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID ClAIMS

11tf TYPE OF INSURANCE IIHSR IWVD POLICY NIMIIER ~1fgtUCYEXP UIlITS

GENERAl UAaUlY I EACH OCCURRENCE

COMMERCIAL GENERAl LiABlLI1Y ~~~e~~nce) CLAIMS-MADE D OCCUR MED EXP (Anyone fgten)

PERSONAl amp AlN INJURY

GENERAl AGGREGATE

ESPER ~CT5 - calpop AGG

nLOC AIlOIIOIlILE UAaUlY COMBINED SINGLE LIMIT - (Ea 8Cdde1t)

ANY AUTO BOOI L Y INJURY (Per fgte11lOt)-shy

ALL OWNED AUTOS BODILY INJURY (Per accident)-

- SCHEDULED AUTOS PROPERTY DAMAGE

HIRED AUTOS (Per accident) -

NON-OWNED AUTOS - ~

UIIBRELlA UAB HOCCUR

EACH OCCURRENCE-EXCESSUAB CLAIMS-MADE AGGREGATE

---- DEDUCTIBLE

A WORKERS COIIPENSAllON WA7-6I)()0415ef4Z AOSPRNYlshy 11112012 1III2OIa X I T~~JWs I IO~A AND EMPLOYERS UAaUlY WA7-62D-laquol41SHi12 IYil 11112012 11112013 A YIM WC1~I-ltIOU5amp-I52 (OR WI) 11112012 11112013 $100000A ANY PROIRIETORIPARTNERlEXECUTIVE ~

MIA ~1_ExaNOHl 11112012 11112013 EL EACH ACCIDENT OFACERIMEI4BER EXClUDEDI (Mandatory In NKI

BH2HIC14158-1M2(V1) 11112012 11112013 EL DISEASE- EA EMPLOYEE $1ooampQQc 83-118922 a-) 11112012 IttrlO13

bull ~~~OPERATIONSIlet_ EL DISEASE POliCY LIMIT $100000

bull

DESCRIPllON OF OPERATIONS I LOCAnONS I VEHICLES (Attech ACORD 101 MdIlloMI Renlarlc8lchedule r mono fMICI Is required)

bullbull Includes EL coverage for monopolistic states NO PR WA WY

Please see page 2 for any additional language

CERT1FICATE HOLDER CANCELLATlON

Alameda County Department of Social Services 2000 San Pablo Ave Oakland CA 94612 United States

SHOULD Atlaquo OF THE ABOVE DESCRI8ED POUCIES BE CANCELLED BEFORE THE EXPIRATION DATE 1lIEREOF NOTICE WILL BE DELIVERED IN ACCORDANCE WrrH THE POLICY PROVISIONS

I

AUTHOIIZED REPRESEHTA1IYE

IIiutJori2od ~ smiddot~ _~4-~(~--w ___ --~~ -~kin Risk SeNices Nor1heast Inc

copy 1881-2009 ACORD CORPORA TlON An nghts reserved ACORD 26 (2009109) The ACORD name and logo are registered marks ofACORD

Page 1 of 2

ADDITIONAL REMARKS SCHEDULE AGENCY

ADo Risk Services Northeast Inc 199 Water Street New York NY 10038 Phone 8662667475 Fax 8664677847

NAIlED INSURED International Business Machines Corp 1 New Onhani Road Armonk NY 10504 United states

EFFECTIVE MTE

ADDmONAL REMARKS

THIS ADDITIONAL REMARKS FORM IS A SCHEDULE TO ACORD FORM

FORM NUMBER 25 FORM 11TLE CERTIFICATE OF LIABILITY INSURANCE

Project IBM Education Pack Services

Ifthere is a question regarding this certificate please contact Edward DiNardo (Email dinardoeusibmcom Phone 916-567-2922)

All operations incidental to the conduct of insureds business in the United States of America

ACORD 101 (2008101) C 2008 ACORD CORPORATION All rights reserved The ACORD name and logo are registered mal1ls of ACORD

Page 20f2

AKl K NAKAO Director

G~-r)ipDecember 5 2011

DEC 08 lOl1 TO Caroline Judy Assistant Direltltor GSA

RECE~vED FROM Tudor S Mosu Procurement Specialist n

SUBJECf Finding ofNon-Competition bull Sote Source 2084 Purchase from International Business Machines Corp Sacramento CA

This is to document my finding that competitive bidding is not possible for the purchase ofall IBM Education Pack in tho amount oUI 4994000 for the Social Services Agency (SSA) Infonnation Systems Department and therefore the Departmental Justification to Request a Waiver ofCounty Competitive Bidding Requirement copy attached is approved

In accordance with the County Administrative Code Section 412010 entitled UPurchases to be by Competitive Quotation all purchases of and contracts for materials supplies services fwnishings equipment livestock and other personal property shall be based wherever possible on competitive quotations

I have reviewed and researched the product and marketplace Based on my research ofthe departmental justifi~tion and internet I have detennined the requested product and supplier cannot be substituted and satisfy the Countys requirements International Business Machines Corp (IBM) is the only vendor capable to provide an online account to be used for IBM private courses at SSA on WM business intelligence data warehouse reporting classes IBM will add the SSA content customized to the training environment using Cognos Framework Manager and will provide a suite oftraining public and private courses technical conferences and selfmiddotpaced virtual classes This sole source request was posted on the County website for ten (10) business days and no other proposal was received Therefore competitive quotations are not possible and the request is recommended for your approval

The Social Services Agency is to obtain Board approval for services that exceed $25000 requesting authorization from the President of the Board to sign the contract or approve the purchase The Auditor-Controller issues Board signed contracts and Board approved purchase orders and purchase order changes withwithout signed contracts

te IIktt II Peill-o ValenciaDeputy Direct6rlDate

GSA Office ofAcquisition Policy

SLEB Compliant ______

Date~~~~_________ Director GSA

Attachment(s)

1401 LAKISIDE DRIVU SUITL 907 OAKLND CALIFORNIA 94612 PHmr 5102989600 [AX 5[02089626 wwwlt5(itnc~ovorg

GSA Sole Source Procurements - Alameda County Page lof2o Ala~~da co~ntys Offl~lal ~ebslte Skip County Banner 0 SHARE rJf l

~ go WoOFg i QUick links Citizens Business Seerch aegov IGO I Government Emergencies

GSA Home

Home

Introduction

AwardedClosed Contracts

Current Contracting Opportunltles

Arch 8 Engineering Construction

Sole Source Procurements

Goods 8 Services The contracts described below have been determined to comply with the County Sole Source Policy in ~flesrlonal Services that only a single source is available andor valid sole source exceptions to the competitive process

I-===----f exisl Upcoming ContractIng Opportunities

Arch amp Englnoaring Construction Goods amp Services ProfessIonal ServlceQ

Sole Source Procurements

Highland Project Contracts

AwardedClosedContracts CUlTent Contracting Opportunltles Upcoml Contracting

Contacts Teams

Vendor Info Vendor Guide Vendor Application (Online) Vendor Application

Public Works (PWA) Contracting Opportunities

CDA Construction Contracting Opportunities

StopWasteOrg

Advance NotIce of SoJe Source purchases are posted on-line for a minimum of five (Ii) business days prior to a contract being awarded For any additlonallnformatlon regarding contracts posted on thIs website please contact the appropriate parson listed below Thank you for your interest

Source Contract DescrIption

f1Ef1l Online Training Courses

f1I3JI Repair and Test fIre fighting ProtectiVe Clothing

Electro Shock Guns Cartridges BaHerlee amp Accessories

Estimate Award Date

120212011

11302011

111172011

Contact Person

Tudor S Mosu (510) 208-9614

Tudor S Mosu (510) 208-9614

Tudor S Mosu (510) 208-9614

mhtmIfilelICUserstmosuAppDataLocalMicrosoftWindowsTemporary Internet FilesContentOutlook1OYF6YPOGSA S 1210612011

Alameda County Auclttor-Controller Agencv Office of Contract Compliance OCC

FEDERAL GRANT FUNDS SMALL LOCAL EMERGING BUSINESS (SUI) WAIVER REQUEST

REQUIREDTOSOUCIT BlOSPROPOSALSAND AWARt)AMENO CONTRACTS THAT INCUJDe FtoERAl GRANT FUNDS THAT fROHI51l GIOORAPHICAl PREFERENCE)

mSfCDOfltcompr middot6 bbw and submit fhts form wlfh supporifng doclfrnentaion pecificolty stoHng that geographle preferences om bonnad fer the requetfed procurement to Tcmtnee TRlong Auditor Controller ace a QC 20111 or vIa email tot1Wlmf1lmn9_~99Uponapprovala fampdeKal Fundt WaNer number wm be I$SitEtd This numbM Is a mandatOf) field rGqooed tQ enter Q Procurement CollirUct In ALCOUMt ace wlJi mft-m upprovaill and denkds to tile Requesfing Depmtmem listed belew It IIIIftoI WQJvCW Is to $Cliett bids resubmlt c IOPY of the originally signed form Q nsed to tIWOrdlarYileM eo~ttI~ rlllquired addltlOlQllnfOOYlofl~l (3JiC bllliowl

1 Requasiing Department Ncme~_~~~9______ _~__________

A Contact First and Lost Nome~a~y Chen ___ _____ QiC 20203 __

8 Email Address~~~aOQCVmiddotorg ___ Phone Number ~~~~~ ____ 2 Procu~ement Oescriptlcm To p~asl an IB~~~tl0f~Jntonlln~ account) th~~lIIJr~~~

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3 1~~l9n~ checK aP2rgl~~~QY to fndrcqjg reason forYfaiver re9Y~______---

A 0 SoBd Bids with County Counsel approved modifled SlEB provlslons ___1___L__ ~

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IB II Award Contract wih COllnty COlJnSel OPPlOV(~ modifiampi SlES provIsions J IlL3 I W4livElf hquaat Delfs I

l ControctorNameCitYIM~IaClesett --~------------- iI Total Contract ValtJe $1499~O~ 5 3 fs i

L 3 fpoundlltroct S~ Date ~LJ~)2 U- COltmct End Dote=--zbJ~_IT1- - ~----- --~ -------- C 0 Contract Amendment --1_~J_ Also complete R 11 B2) and B 3) above WaWQr Req~Date

Dnme expiration Dote __~J1_ bull OMoo6Y Increase Amount $___~__~ ----~----~-- shy4 g Check here to in(iicate thai the FedefQ~ regulation Is ofialChed and speciflcally prohibits

geographical preferencs$ rrown he proc)r~met1 described above

Federal Re~Jutotlon NameNumber H~ltht~ S~~~L2~45ER~_~__~_

5 pound1 Che~~k here to lndicats that the Fedarar grant fundi are sub granted or PQssed through the State to the Couniy where State laws prohibit geogroph1cai preferences from the proctffemenf described obove and sub granf documerlts are aHached

State Regulation NomeNum r---=__

6 ---~~~~~~~gt-r--4-----n7io-y----shy r OClte

EPLS Search Results Page 1 of 1

Excluded Parties List System EPLS

Search Results Excluded By Firm Entity or Vessel International Business Machines Corporation

as of 14-Feb-2012 229 PM EST

Your search returned no results

httpsllwwweplsgoveplssearchdo full_name= Intemational+Business+Machines+Corpo 2142012

Contract No _______

reason the validity and enforceability of the remaining provisions or portions of them will not be affecteltL unless an essential purpose ofthis Agreement would be defeated by the loss ofthe illegal mlenforceable or invalid provision

33 PATENT AND COPYRIGHT INDEMNITY Contractor represents that it knows ofno allegations claims or threatened claims that the materials services hardware or software (Contractor Products) provided to ComIty under this Agreement infringe any patent copyright or other proprietary right Contractor shall defenltL indemnify and hold harmless ComIty of from and against all losses claims damages liabilities costs expenses and amounts (collectively Losses) arising out of or in connection with an assertion that any Contractor Products or the use thereof infringe any patent copyright or other proprietary right of any third party ComIty will ( 1) notify Contractor promptly of such claim suit or assertion (2) permit Contractor to defend compromise or settle the claim anltL (3) provide on a reasonable basis information to enable Contractor to do so Contractor shall not agree without Countys prior written consent to any settlement which would require County to pay money or perform some affirmative act in order to continue using the Contractor Products

a If Contractor is obligated to defend County pursuant to this Section 33 and fails to do so after reasonable notice from County County may defend itself andor settle such proceeding and Contractor shall pay to ComIty any and all losses damages and expenses (including attorneys fees and costs) incurred in relationship with ComItys defense andor settlement of such proceeding

b hI the case of any such claim of infringement Contractor shall either at its option (1) procure for ComIty the right to continue using the Contractor Products or (2) replace or modify the Contractor Products so that that they become non-infringing but equivalent in functionality and performance

c Notwithstanding this Section 33 ComIty retains the right and ability to defend itself at its own expense against any claims that Contractor Products infringe any patent copyright or other intellectual property right

34 OTHER AGENCIES Other tax supported agencies within the State of California who have not contracted for their own requirements may desire to participate in this contract The Contractor is requested to service these agencies and will be given the opportunity to accept or reject the additional requirements If the Contractor elects to supply other agencies orders will be placed directly by the agency and payments made directly by the agency

35 EXTENSION This agreement may be extended for two additional one year terms by mutual agreement of the ComIty and the Contractor

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Contract No _______

36 SIGNATORY By signing this agreement signatory warrants and represents that heshe executed this Agreement ill hislher authorized capacity and that by hislher signature on this Agreement heshe or the entity upon behalf of which heshe acted executed this Agreement

[END OF GENERAL TERMS AND CONDITIONS]

170f33

--------Contract No

ADDITIONAL PROVISIONS

1 Exhibit E COUNTY OF ALAMEDA CONTRACT COMPLIANCE REPORTING REQUIREMENTS - Not applicable Federal Grant Funds SLEB Waiver approved F308A (attached) Waiver of county competitive bidding requirement approved by GSA (Attached copy of the GSA memo dated on 125111)

2 The IBM Education Pack -online account Program is subject to the terms and conditions of the IBM Agreement for Courses and Education Materials which can be found by accessing the IBM Web site via ibmcomltraininglustermshtmL

3 US County Government Alameda County Social Services Agency Only For US County Government Alameda County Social Services Agency ordering from the IBM GSA IT Schedule Contract Number GS-35F-4984H The terms and conditions of the GSA IT Schedule Contract apply and may be viewed at wwwibmcomleasyaccessgsa

For US County Government Alameda County Social Services Agency placing orders other than via the GSA IT Schedule Contract Terms and conditions equivalent to those contained in IBMs current GSA IT Schedule Contract apply Terms of IBMs current GSA IT Schedule Contract prevail in the event of a conflict with the commercial terms

The following General Terms and Agreement shan be modified as follows

4 Section 1 is amended and restated in its entirety as follows

INDEPENDENT CONTRACTOR No relationship of employer and employee is created by this Agreement it being understood and agreed that Contractor is an independent contractor Contractor is not the agent or employee of the County in any capacity whatsoever and County shall not be liable for any acts or omissions by Contractor nor for any obligations or ~iabilities incurred by Contractor

Contractor shall have no claim under this Agreement or otherwise for seniority vacation time vacation pay sick leave personal time off overtime health insurance medical care hospital care retirement benefits social security disability Workers Compensation or unemployment insurance benefits civil service protection or employee benefits of any kind

Contractor shall be solely liable for and obligated to pay directly all applicable payroll taxes (including federal and state income taxes) or contributions for unemployment insurance or old age pensions or annuities which are imposed by any governmental entity in connection with the labor used or which are measured by wages salaries or other remuneration paid to its officers agents or employees

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180f33

--------Contract No

In carrying out the work contemplated herein Contractor shall comply with all applicable federal and state workers compensation and liability laws and regulations with respect to the officers agents andor employees conducting and participating in the work and agrees that such officers agents andor employees will be considered as independent contractors and shall not be treated or considered in any way as officers agents andor employees of County

Contractor does by this Agreement agree to perfonn hislher said work and functions at all times in accordance with currently approved methods and practices in hislher field and that the sole interest of County is to insure that said service shall be perfonned and rendered in accordance with the Agreement

Notwithstanding the foregoing if the County detennines that pursuant to state and federal law Contractor is an employee for purposes of income tax withholding County may upon two weeks notice to Contractor withhold from payments to Contractor hereunder federal and state income taxes and pay said sums to the federal and state governments

5 Section 2 is amended and restated in its entirety as follows

INDEfYINIFICATION Contractor shall hold hannless and indemnifY the County of Alameda by defending the County of Alameda its Board of Supervisors employees and agents from and against any and all third party claims for damages on account of bodily injury (including death) or damage to real property or tangible personal property for which Contractor is legally liable to that third party and pay all costs damages and attorneys fees that a court finally awards or that are included in a settlement approved by Contractor provided that the County shall promptly notifY Contractor in writing of the claim and allow Contractor to control the defense and will cooperate with the Contractor in the defense and any related settlement negotiations The County may participate in the defense of any such claim at its own expense without relieving Contractor of any obligation hereunder

6 Section 6(a) is amended and restated in its entirety as follows

CONFORMITY WITH LAW AND SAFETY

a In perfonning services under this Agreement Contractor shall observe and comply with all laws ordinances codes and regulations of governmental agencies including federal state municipal and local governing bodies applicable to Contractor as a provider of infonnation technology products and services including all applicable provisions of the California Occupational Safety and Health Act

190f33

--------Contract No

7 Section 10 is amended and restated in its entirety as follows

TAXES Payment of all applicable federal state and local taxes excluding those based on Contractors net income shall be the sole responsibility of the County unless proper exemption documentation is provided to the Contractor

8 Section 11 is amended and restated in its entirety as follows

OWNERSHIP OF DOCUMENTS Ownership of any Materials provided under this Agreement shall be as provided for in the Additional Provisions

9 Section 12 is amended and restated in its entirety as follows

CONFLICT OF INTEREST CONFIDENTIALITY The Contractor covenants that to the best of its knowledge and belief it presently has no interest and shall not have any interest direct or indirect which would conflict in any manner with the performance of services required under this Agreement Without limitation Contractor represents to and agrees with the County that Contractor has no present and will have no future conflict of interest between providing the County services hereunder and any other person or entity (including but not limited to any federal or state wildlife environmental or regulatory agency) which has any interest adverse or potentially adverse to the County as determined in the reasonable judgment of the Board of Supervisors of the County

10 Section 15( c) is amended and restated in its entirety as follows

c If requested to do so by the County Contractor shall provide the County with access to copies of all of its records pertaining or relating to its employment practices except to the extent such records or portions of such records are confidential or privileged under state or federal law andor in accordance with Contractors policies andor procedures

11 Section 16 is amended and restated in its entirety as follows

DRUG-FREE WORKPLACE Contractor and Contractors employees shall comply with the Countys policy ofmaintaining a drug-free workplace Neither Contractor nor Contractors employees shall unlawfully manufacture distribute dispense possess or use controlled substances as defined in 21 US Code sect 812 including but not limited to marijuana heroin cocaine and amphetamines at any County facility or work site If Contractor or any employee of Contractor is convicted or pleads nolo contendere to a criminal drug statute violation occurring at a County facility or work site the Contractor within five days thereafter shall notify the head of the County departmentagency for which the contract services are performed

200f33

Contract No ________

12 Section 17 is amended and restated in its entirety as follows

AUDITS ACCESS TO RECORDS The Contractor shall make available to the County its authorized agents officers or employees for examination any and all project records evidencing or relating to the expenditures and disbursements charged to the County and shall furnish to the County its authorized agents officers or employees such other evidence or information as the County may require with regard to any such expenditure or disbursement charged by the Contractor

If such project records are not kept and maintained by Contractor within the County of Alameda California Contractor shall upon request of the County makesuch project records available to the County for inspection at a location within County Contractor shall provide such assistance as may be reasonably required in the course of such inspection The County further reserves the right to examine and reexamine said project records during the three (3) year period following termination of this Agreement or completion of all work hereunder and the Contractor shall in no event dispose of destroy alter or mutilate said project records whatsoever for three (3) years after the County makes the final or last payment or within three (3) years after any pending issues between the County and Contractor with respect to this Agreement are closed whichever is later Notwithstanding anything else contained herein as in regards to this project in no event shall Contractor provide any confidential financial information including but not limited to cost or pricing methodologies overheads profit margins internal audit results or employee records

13 Section 18 is deleted in its entirety

14 Section 20 is amended and restated in its entirety as follows

TERMINATION The County has and reserves the right to terminate or abandon the execution of any work by the Contractor without cause at any time upon giving to the Contractor thirty (30) days prior written notice In the event that the County should terminate the Contractors work the Contractor shall be entitled to payment for services provided hereunder prior to the effective date of said termination Said payment shall be computed in accordance with Exhibit B hereto provided that the maximum amount payable to Contractor for its IBM Education Pack Services shall not exceed $14994000 payment for services provided hereunder prior to the effective date of said termination

210f33

--------Contract No

15 Section 22 is deleted in its entirety IBM does not anticipate any hiring with this education effort based upon IBMs global HR policies and procedures

16 Section 30 is amended and restated in its entirety as follows

SUBCONTRACTINGASSIGNMENT Contractor shall not subcontract assign or delegate any portion of this Agreement or any duties or obligations hereunder without providing the County with prior written notification

a Neither party shall on the basis of this Agreement contract on behalf of or in the name of the other party Any agreement that violates this Section shall confer no rights on any party and shall be null and void

b Contractor shall remain fully responsible for compliance by its subcontractors with all the terms of this Agreement in the performance of the services by such subcontractors regardless of the terms of any agreement between Contractor and its subcontractors

17 Section 33 PATENT AND COpy INDEMNITY is deleted in its entirety and will be governed by the terms and conditions as stated in APPENDIX A IBM Education Pack online account

County Counsel Signature ~ b ~)lto

220f33

Contract No ________

EXIDBITA DEFINITION OF SERVICES

Project IBM Education Pack - online account

Service The contractor will set up an IBM Education Pack - online account for Alameda County Social Services Agency A total value offering of $17640000 to be placed immediately in the IBM Education Pack - online account for a price of$14994000

bull Alameda County Social Services Agency will use the IBM Education Pack - online account discounted dollars to purchase IBM Training public and private courses IBM Technical Conferences designated by IBM Training and offered in the United States IBM Training self paced virtual classes at the regular retail price in effect at the time ofeach such purchase The account is available for use to train any employee of the Alameda County Social Services Agency These dollars can not be used in combination with any other discounts promotions or separately negotiated special rates (Refer to Appendix A - IBM Education Pack -online account Terms and Conditions)

bull IBM will invoice Alameda County Social Services Agency upon signing ofthis Agreement Information will be supplied identifying a user id and password for monitoring the online account Invoices are due in accordance with Exhibit B

bull This account is valid for twelve (12) months from the date it is first activated on 31112 The requested start date may be no later than sixty (60) days from the signing ofthis Agreement Any remaining balance at the end oftwelve (12) months will expire and is non-refundable

230f33

Contract No ________

APPENDIX A

IBM Education Pack -online account

Terms and conditions

Alameda County Social Services Agency is entitled to the discounting as described below

IBM Education Pack -online account -general terms and conditions

The ffiM Education Pack -online account is an electronic account you fund with training dollars to be used for ffiM Training offerings The account offers two options for funding which are $100 increments and preset amounts

Precision paymentplan with flexible levels in $JOO increments Value of 5100 increments Your Savings USD 52500 -59900 25-99 0010 USD 510000 -524~00 100 -249 5 USD 525000 -549900 250 -499 10010 USD 550000 -599~00 500 -999 11 USD 5100000 + 1000+ 12

Pre-set amOlmts are available in packages Value Your Price Your Savings USD52500 USD $2500 0010 USD 510000 USD $9500 5 USD525OOO USD22500 10 USDS50000 USD $44500 11 USD 5100000 USD $88000 12

1 The ffiM Education Pack -online account training dollars are valid for 12 months and are nonshyrefundable The ffiM Education Pack -online account can be used by one or more individuals in your organization

2 The ffiM Education Pack online account is valid for 12 months and extensions are prohibited 3 The activation date for the ffiM Education Pack -online account is the date ffiM Training receives the

application and billing information unless an alternate activation date is requested at the time the application is submitted An activation date of up to 60 days from the date of the application may be selected if indicated on the initial order form

4 The ffiM Education Pack -online account can be used for ffiM public courses private on-site courses instructor mentoring and most conferences designated by ffiM Training and offered in the US The ffiM Education Pack -online account may also be used for most ffiM e-Iearning designated by ffiM Training When using the ffiM Education Pack -online account to pay for a private onsite class you may use the training dollar vouchers for the class tuition instructor travel and living equipment and classroom rentals if applicable

5 When using the ffiM Education Pack online account to pay for a conference the funds may be used for conference tuition and some associated education sessions designated by ffiM Training

6 The ffiM Education Pack - online account cannot be used for classes or conferences which occur beyond the expiration date of the account funds The funds must be valid on the first day of the class or

240f33

Contract No _________

conference regardless of the date ofyour enrollment 7 Certain IBM Training courses may be excluded from this program To determine which IBM Training

courses are eligible for the program and which are excluded access our online catalog via the World Wide Web at ibncQmtrainingus to view IBM Training public course descriptions and conference scheduJes or contact 1800-IBM-TEACH (1-800-426-8322)

8 You must enroll in each individual course or conference prior to attending All enrollments in courses or conferences are subject to availability Enrollments and purchases must be guaranteed by an alternate method ofpayment You must check the IBM Education Pack online account box on the enrollment form Ifyou enroll by phone you must indicate you are using IBM Education Pack - online account funds to properly flag your enrollment record

9 To use your IBM Education Pack -online account funds you must debit your account PRIOR to the start ofthe course or conference by creating a voucher and submitting it online Each account voucher must be completed with Alameda County Social Services Agency number Alameda County Social Services Agency name and offering identification You must create a unique voucher for each individual enrollment or offering you purchase

10 The purchase of an IBM Education Pack -online account does not guarantee that a class will be held in a specific location

11 Ifyour enrollment status changes due to any cancellations you must access your IBM Education Pack online account and void applicable vouchers to return unused funds to your account balance The IBM Education Pack online account will not automatically update

12 The IBM Education Pack -online account is password protected IBM Training is not responsible for the misuse ofIBM Education Pack -online accounts

B Once the IBM Education Pack -online account is debited by creating a voucher for the offering your invoice will be credited for the value submitted up to 100010 of the course or conference tuition or other valid offering purchased If the amount of the created voucher from the IBM Education Pack-online account does not cover the entire tuition of the eligible IBM Training offering you will be billed the difference Ifyour IBM Education Pack -online account is not debited a bill for the offering will be sent

14 IBM Education Pack -online account cannot be used to pay for offerings that have already been billed or applied to previously taken courses

15 Once the IBM Education Pack -online account has been debited training dollars cannot be reapplied to the IBM Education Pack -online account

16 IBM Education Pack -online account training dollars cannot be combined with any other discounts offers programs coupons or promotions

17 IBM Education Pack -online account training dollars cannot be used to purchase additional IBM Education Packs -online accounts or other discount offerings

18 The No-Show and Cancellation policies apply and a bill for the full course or conference tuition will be sent if a student fails to attend or to cancel within the required period for a course or conference To use IBM Education Pack -online account training dollars to pay a No-Show or late cancellation bill send an e-mail to edpack(ZVusibmcom for processing instructions

19 IBM Education Pack -online account cannot be used to pay for IBM Training services engagements 20 Prices ofthis program and eligible offerings are subject to change without notice 21 Course and conference schedules are subject to change without notice 22 The IBM Education Pack -online account can only be resold by authorized IBM Business Partners

250f33

Contract No _________

Terms and conditions

IBM agreementor courses and education nuderitds

CUITent as of 01 Jan 2011

The following terms apply to I) enrollment in classes offered by ffiM and 2) orders for ffiMs education materials These tenus along with any applicable license agreement are the complete agreement between us regarding the courses or education materials we provide and replace any prior oral or written communications between us Attendance at a class or your use of any education materials constitutes your agreement to these tenus and conditions Occasionally we have offerings with additional or different terms and conditions If so we will provide those terms and conditions to you For example conference tenus and conditions are outlined in the conference registration section of the conference website or in the conference brochure for the event

Coulses and education mateais

We list our generally available courses and education materials in various IDM Catalogs ofEducation (Catalog) which we publish from time to time We may add or withdraw courses and education materials at any time without notice

Scheduling dasses

We will specify the dates of public classes Private or on-site classes will be scheduled by mutual agreement We may cancel any scheduled class on notice If we cancel a class for which you have prepaid we will refund the price you paid

Accommodations for students with disabilities

IDM locations are accessible for students with disabilities If reasonable accommodations are required for an individual with a disability please advise IDM of the accommodations in advance

Pces and payment

Prices for public classes will be those in effect on the date the class begins Prices include the use of required education materials and machines They do not include taxes or student travel and living expenses IDM reserves the right to increase prices at any time without prior notification Prices for private or on-site classes will be established based on your requirements Additional charges may apply such as instructor travel and living expenses facilities and remote lab support You agree to pay amounts due including applicable taxes and any late payment fees as we specify in the invoice Conference cancellation charges will be specified on the conference website or in the conference brochure for the event

Cancellation charges

Effective January 1 2011

You will be charged the full price of a public class ifyou do not cancel or reschedule your enrollment at least fourteen calendar days prior to the scheduled start date or ifyou do not show up for the class

260f33

Contract No _________

However you may cancel your class enrollment at any time within the three days following your initial or any rescheduled enrollment date without charge

Ifyou cancel a private or on-site class within seven calendar days prior to the scheduled start date you will be billed the full price ofthe class ifyou cancel between eight and fifteen calendar days prior to the scheduled start date you will be billed 25 of the full price and ifyou cancel between sixteen and twentyshyone calendar days prior to the scheduled start date you will be billed lOO of the full price Cancellation of a private or on-site class more than twenty-one calendar days prior to the scheduled start date may be made without charge

Conference cancellation charges will be specified on the conference Web site or in the conference brochure for the event

Self-Paced Virtual Oasses and Web-Based Training Classes

You may not cancel once you submit an order for a Self-Paced Virtual Class or a Web-Based Training Class Once you submit the order you are responsible to pay the entire course price

Online Enrollment Before you submit your order review the machine requirements listed in the course description to ensure that your system meets the minimum requirements for this course After you submit the on-line order form you should receive a confirmation e-mail with communication about your ID and password and additional instructions to start the course You are billed for the course when you submit the order form

Once you receive your ID and Password you will be given a period of time to complete the course Please refer to the course description for specifics regarding your registered course ONCE YOU SUBMIT YOUR ORDER WE WILL NOT BE ABLE TO CANCEL THE ORDER

Patents and copyrights

Ifa third party claims that the education materials we provide to you infringe that partys patent or copyright we will defend you against that claim at our expense and pay all costs damages and attorneys fees that a court finally awards provided that you

1 promptly notify us in writing of the claim and 2 allow us to controL and cooperate with us in the defense and any related settlement negotiations

Ifsuch a claim is made or appears likely to be made you agree to permit us to enable you to continue to use the education materials or to modify or replace them Ifwe determine that none of these alternatives is reasonably available you agree to return the education materials to us on our written request We will then give you an appropriate credit for the returned materials

This is our entire ob1igation to you regarding any claim of infringement

We have no obligation regarding any claim based on your modification of education materials

27of33

Contract No ________

limitation of liability

Circumstances may arise where because of a default on our part or other liability you are entitled to recover damages from us In each such instance except for the payments referred to in our patent and copyright terms described above and damages for bodily injury (including death) and damage to real property and tangible personal property for which mM is legally Hable we are liable only for the charges for the class or education material that is the subject of the claim

This limit also applies to any ofour subcontractors It is the maximum for which we are collectively responsible

Items for which we are not liable Under no circumstances are we or our subcontractors liable for any of the following

] third-party claims against you for losses or damages (except as described above in the section entitled Patents and Copyrights and damages for bodily injury (including death) and damage to real property and tangible personal property for which mM is legally liable)

2 loss of or damage to your records or data or 3 special incidental or indirect damages or for any economic consequential damages (including lost

profits or savings) even ifwe are informed oftheir possibility

license

Any machine readable education materials that we provide to you will be subject to the terms and conditions ofa license agreement We will inform you of the applicable agreement

Warranty

THERE ARE NO EXPRESS WARRANTIES EXCEPT THOSE CONTAINED HEREIN OR IN ANY APPUCABLE UCENSE AGREEMENT THERE ARE NO IMPUED WARRANTIES INCLUDING BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE WE MAKE NO WARRANTY AS TO RESULTS TO BE ATTAINED BY ATTENDING OUR CLASSES OR USING OUR EDUCATION MATERIALS

Changes to this agreement

We may modifY these terms and conditions on written notice The modified terms and conditions will apply to your enrollment or order unless you cancel such enrollment or order prior to the effective date Otherwise for a change to be valid both of us must sign it Additional or different terms and conditions in any order or communication from you are void

General

bull You agree not to copy our copyrighted material without our prior written consent bull You agree not to use recording equipment in our classes without our prior written consent bull You agree not to use our trademarks trade names or other designations in any promotion or publication without our prior written consent bull You agree not to assign or otherwise transfer your rights under this Agreement without our prior

28of33

Contract No ________

written consent Any attempt to do so is void bull Neither of us is responsible for failure to fulfill any obligations due to causes beyond its control bull Neither ofus will bring a legal action (under this Agreement) more than two years after the cause of action arose bull Any terms of this Agreement which by their nature extend beyond its termination remain in effect until fulfilled and apply to respective successors and assignees

290f33

Contract No ________

EXHIBITB PAYMENT TERMS

1 The tenn ofthis Agreement is March 1 2012 through March 31 2013

2 Total payment under the tenns of this Agreement will not exceed the total amount of $14994000 This cost includes all taxes and all other charges

3 Invoices to County are due upon receipt of invoice and payable within thirty (30) days from receipt of invoice

The contractor will set up an mM Education Pack - online account for Alameda County Social Services Agency A total value offering of $1 7640000 to be placed immediately in the mM Education Pack - online account for a price of $14994000

4 Invoices will be approved by the Alameda County Social Services Agency Contract Liaison

5 Contractor shall submit invoice as required to

Alameda county Social Services Agency 2000 San Pablo Ave 4th floor

Oakland CA 94612 Attn Jerome Graham

300f33

C

EXHIBITC COUNTY OF ALAMEDA MINIMUM INSURANCE REQUIREMENTS

Wi1hout limiting MY other obligation or liabilily under this Agreement he Contractor at its sole rost and expense shall secure and keep in force he entire term of he as be he insuranre limits and endorsements

Commercial General Uability Premises Liability Products and Completed Operations Contractual

Personal and liabi B Commercial or Business Automobile Liability

All owned vehicles hired or leased vehicles non-owned borrowed and permissive uses Personal Automobile Liability is acceptable for individual contractors with no related activities Workers Compensation (WC) and Employers Uability (EL)

for all contractors with eml)Jovees

o Endorsements and Conditions

$1000000 per occurrence (CSl) Bodily Injury and Property Damage

$1000000 per occurrence (CSL) My Auto Bodily Injury and Property Damage

or disease

1 ADDmONAL INSURED All insurance required above with the exception of Personal Automobile LiabilityI Workers Compensation and Employers Liability shall be endorsed to name as additional insured County of Alameda its Board of SUpervisors the individual members thereof and all County officers agents employees and representatives

2 DURATION OF COVERAGE All required insurance shall be maintained during the entire term of the Agreement with the following exception Insurance policies and coverage(s) written on aclaims-made basis shall be maintained during the entire term of the Agreement and until 1year following expiration of the Agreemen~ as long as such coverage remains commercially available in the market place

3 REDUCTION OR UMIT OF OBLIGATION The insurance policies provided for in Aand Babove shall be primary and non contributory only with respect to liability arising out of this Agreement Pursuant to the provisions of this Agreement insurance effected or procured by the Contractor shall not reduce or limit Contractors contractual obligation to indemnify and defend the Indemnified Parties

4 INSURER ANANCIAL RAnNG Insurance shall be maintained through an insurer with aAM Best Rating of no less than AshyVlI or equivalen~ and shall be admitted to the State of California unless otherwise waived by Risk Management Acceptance of Contractors insurance by County shall not relieve or decrease the liability of Contractor hereunder My deductible or selfshyinsured retention amount or other similar obligation under the policies shall be the sole responsibility of the Contractor

S SUBCONTRACTORS Contractor shall include all subcontractors as an insured (covered party) under its policies or shall furnish separate certificates and endorsements for each subcontractor All coverages for subcontractors shall be subject to all of the requirements stated herein

6 JOINT VENTURES If Contractor is an association partnership or other joint business venture required insurance shall be provided by anyone of the following methods

- Separate insurance policies issued for each individual entity with each entity included as aNamed Insured (covered party) or at minimum named as an Additional Insured on the others policies Joint insurance program with the association partnership or other joint business venture included as a Named Insured

7 CANCELLATION OF INSURANCE Should any of the above described policies be cancelled before the expiration date thereof notice will be delivered in accordance with the policy provisions

8 CERTIACATE OF INSURANCE Before commencing operations under this Agreemen~ Contractor shall provide Certificate(s) of Insurance and applicable insurance endorsements in form and satisfactory to County evidencing that all required insurance coverage is in effect The County reserves the rights to require the Contractor to provide complete certified copies of all required insurance policies The require certificate(s) and endorsements must be sent to

- DepartmentAgency issuing the contract With acopy to the Contracts Office (2000 San Pablo Ave 4th floor Oakland CA 94612)

Certificate C-1 Form 2001-1

31of33

________________________________ _

Contract No ________

EXHIBITD

COUNTY OF ALAMEDA DEBARMENT AND SUSPENSION CERTIFICATION

(Applicable to all agreements funded in part or whole with federal funds and contracts over $25000)

The contractor under penalty of perjury certifies that except as noted below contractor its principals and any named and unnamed subcontractor

bull Is not currently under suspension debarment voluntary exclusion or

determination of ineligibility by any federal agency

bull Has not been suspended debarred voluntarily excluded or determined

ineligible by any federal agency within the past three years

bull Does not have a proposed debarment pending and

bull Has not been indicted convicted or had a civil judgment rendered against it by

a court of competent jurisdiction in any matter involving fraud or official

misconduct within the past three years

If there are any exceptions to this certification insert the exceptions in the following space

Exceptions will not necessarily result in denial of award but will be considered in determining contractor responsibility For any exception noted above indicate belOw to whom it applies initiating agency and dates of action

Notes Providing false information may result in criminal prosecution or administrative sanctions The above certification is part of the Standard Services Agreement Signing this Standard Services Agreement on the signature portion thereof shall also constitute signature of this Certification

CONTRACTOR __~~__L-

PRINCIPAL~~---ll-I-L-_o_--GlI_V__f___ TITLE~~)(UltJ~ltCJJ St(

SIGNATURE~-+-----=----____ DATEcl ~ (jJ~

32of33

Contract No _______

EXHmITE

COUNTY OF ALAMEDA CONTRACT COMPLIANCE REPORTING REQUIREMENTS

Upon receipt of signed contract documents prime contractor shall immediately enterassign subcontractors in the Syste~ confum payments received from the County within 5 business days in the Syste~ immediately enter payments made to subcontractors and ensure that subcontractors confirm they received payments within 5 business days in the System Subcontractors shall confirm their payments received from the prime contractor within 5 business days in the System

Alameda County Contract Compliance System training and ongoing support are provided at no charge to contractors and participating sub-contractors awarded a contract as a result of this bid process for this project Contractors having contracts with the County should schedule a representative from their officecompany along with each of their subcontractors to attend training The training schedule may be viewed online at httpwwwelationsyscomelatiollsysisupport lhtm or call Elation Systems at (510) 764shy1870 A special access code will be provided to contractors and subcontractors participating in this contract awarded to allow use of the System free of charge

It is the Contractors responsibility to ensure that they and their subcontractors are registered and trained as required to utilize the Alameda County Contract Compliance System Training sessions are approximately one hour and will be held periodically in a number of locations throughout Alameda COWlty

330f33

DATE MDDIYYYYCERTIFICATE OF LIABILITY INSURANCE 211012012

THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMA11ON ONLY AND CONFERS NO RIGHTS UPON TtE CERTFICATE HOLDER THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND EXTEND OR AtTER THE COVERAGE AFFORDED BY THE POUCIES BELOW THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BElWEEN THE ISSUING INSURER(S) AUTHORIZED REPRESENTATIVE OR PRODUCER AND TtE CERTIFICATE HOLDER

IMPORTANT If the certificate holder is an ADDmONAL INSURED the policy(ies) must be endorsed If SUBROGATION IS WAIVED subject to the terms and conditions ofthe policy certain policies may require an endorsement A statement on this certificate does not confer rights to the certificate holder in lieu of such enciorseme s

PROOUCER

Aon Risk Services Northeast Inc 199 Water Street New York NY 10038 Phone 8662667475 Fax 8664677847 AFFORDING COVERAGE HAIC INSURED COMPANY A ACE American Insurance Company

lnIemationaI Business -4achines Corp amp My Other Subsidiary Corp Owned 01 ConIrDlled by the Insured 1 New Orohan Road Armonk NY 10504 United Slates

INSUR

COVERAGES CERllFICATE NUMBER154795 REVISION NUMBER THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED NOTWITHSTANDING ANY REQUIREMENT TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO VllHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS EXCLUSIONS AND CONDITIONS OF SUCH POLICIES LlMrTS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS

INSR (fiUCf EFF POUCfEXPLTR TYPE OF INSURANCE POLICY NUMBER til UMITS

A GENERAL UABIUTY HDOG25529236 5212011 1512112012 EACH OCCURRENCE $1OQMQQ--shy~~ X COMMERCIAl GENERAl LIABILITY PREMISE$Ea ~~ncel 11000 000 = CLAIUS-MAOE [KJ OCCUR UED EXP (Anyone person) S2500000

- I PERSONAl amp ArN INJURY $1000000-

-- ~GENERAL AGGREGotTE $1000000

~L AGGREr9L1MIT ArPER i PROOUCTS-COMP~AGG $1000000

POLICY ~ LOG I i A AUlOIIOBILE UABlUlY ISAH08635948 51212011 51212012 COMBINED SINGLE LIMIT

51000000---shy (Eaarridentll2t ANY AUTO BOOIL Y INJURY (Per personl ALL OWNEO AUTOS f-shy

- ~LY INJURY (Peracddenl) SCHEDULED AUTOS PROPERTY DAMAGE-

- HIREOAUTOS i(Per_) r-middotmiddotmiddotmiddotmiddot

--shy ~AUTOS

I I UlIBRElILA UAB

I

Irl OCCUR i EACH OCCURRENCE

~

EXCESSUAS ~~ CLAIMS-MAOE AGGREGATE

- DEDUCTIBlE

IRETEImON $ WORIltERS COIIPENSA11ON i I~~Ullis I IdegJrANDEMPLOYERSUABUTY YIN shy

ANY PROPRIETORiPARTNERIEXECUTlVE D NIA

I

EL EACH ACCIDENT OFFlCERMEIBIR EXaUOED

I EL DISEASE - EA EMPLOYEE m(MIndaIoIy In NHI

~~~~~TIONSbel i EL OISEASEmiddot POLICY LIMIT

i i I I DESCRIP110N OF OPERATION$ LOCATION$I YEHlCLES Aflach ACORD 101 AcldiUoMlRemrb $chedm is ngtqulroocl)

Please see page 2 for any additional language

CERllFICATE HOLDER CANCELLAllON

Alameda County Department of Social Services 2000 San Pablo Ave Oakland CA 94612 United States

SHOULD ANY OF 1ME ABOVE DESCRIBED POLICIES BE CANCE1lED BEFORE lHE EXPlRA110N DATE lHEREOF NOnce WILL BE DElNERED IN ACCORDANCe WFTH lHE POLICY PROVISIONS

I

AUTHORIZED REPRESENTAlIYE

AuIhcfized ReJgtresenlatve ~_yen~ ~~~~~bullw __ J_ PIaI Risk SenIkes NonheasI Inc

ISgt 1988-2009 ACORD CORPORATION AI righIs reserved

ACORD 25 (2009101 The ACORD name and logo are registered marks ofACORD Page 1 of2

ADDITIONAL REMARKS SCHEDULE AGENCY

Aon Risk Services Northeast Inc 199 Water Street New York NY 10038 Phone 8662667475 Fax 8664677847

NAIlED INSURED IntemaUonal Business Machines CoIp amp Ally Other SubsidiaIy CoIp Owned Of Contro8ed by lIle Insured 1 New Ordlard Road Armonk NY 10504 United Slates

EFFECTIVE DATE

ADDITIONAL REMARKS

THIS ADDITIONAL REMARKS FORM IS A SCHEDULE TO ACORD FORM

FORM NUMBER 25 FORM TITLE CERTIFICATE OF LIABILITY INSURANCE

[Alameda County Department of SOcial Services County of Alameda its Board of SUpervisors the individual members hereof and all County officers agents employees and representatives are hereby named as additional insureds on

General Liability policies but only to the extent that their interest may appear

Additional Language The insurance coverage provided for herein shall be primary and non contributory only wi1h respect to liabHity arising out of this Agreement with respect to liabHity arising out of IBMs negligence and as respects this contract only

Project IBM Education Pack Services

If there is a question regarding this certificate please contact Edward DiNardo (Email dinardoeusibmcom Phone 916-567-2922)

~ operations incidental to the conduct of insureds business in the United States of America

ACORD 101 (2008101) 2008 ACORD CORPORA nON All rights reserved The ACORD name and logo are registered marks of ACORD

Page 20f2

tC~RiJ CERTIFICATE OF LIABILITY INSURANCE I DlTE 1I1IfDOIYYYY)

21102012

THIS CERnFICATE IS ISSUED AS A MATTER OF INFORMA nON ONLY AND CONFERS NO RIGHTS UPON TIE CERTIFICATE HOLDER THIS CERnFICATE DOES NOT AFFlRMAnvaY OR NEGAnVELY AMEND EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POUCIES BELOW THIS CERnFICATE OF INSURANCE DOES NOT CONSTITUlE A CONTRACT BETWEEN THE ISSUING INSURER(S) AUTHORIZED REPRESENTAnVE OR PRODUCER AND TIE CERTIFICATE HOLDER

IMPORTANT Iftlle certifieate holder is an ADDITIONAL INSURED the policy(ies) must be endorsed If SUBROGAnON IS WAIVED subject to the terms and conditions of the policy certain policies may require an endorsement A statement on this certifICate does not confer rights to the certificate holder in lieu of such endorsement(s)

PRODUCER =~NT Aon Risk Services Northeast Inc 1pound Ir~No)199 Water Street New York NY 10038 Phone 8662667475 Fax 8664677847 INSURER(S) AFFORDING COIlERAGE HAIC

INSURED COMPNff A liberty Insurance Corporal

International Business Madlines CoqJ COMNoIY B liberty MulJaIII1SUrIIIIlt8 CcrIyengtany 1 New Ord1ard Road COMNoIY Co National Union Fino ance Company d 1IIIsbtJrgh PA Amlonk NY 10504 United Stales

COVERAGES CERT1FICATE NUMBER154796 REVISION NUMBER- THIS IS TO CERTIFY THAT THE POlICIES OF INSURANCE LISTED BEleW HAVE BEEN ISSueD TO THE INSUREO NAMED ABOVE FOR THE POlICY PERIOD INDICATED NOTWITHSTANDING ANY REQUIREMENT TERM OR CONDITION OF ANY COOTRACT OR OTHER DOCUMENT 1MTH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN THE INSURANCE AFFORDEO BY THE POLICIES DESCRIBEO HEREIN IS SUBJECT TO ALL THE TERMS EXCLUSIONS AND CONDITIONS OF SUCH POliCIES LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID ClAIMS

11tf TYPE OF INSURANCE IIHSR IWVD POLICY NIMIIER ~1fgtUCYEXP UIlITS

GENERAl UAaUlY I EACH OCCURRENCE

COMMERCIAL GENERAl LiABlLI1Y ~~~e~~nce) CLAIMS-MADE D OCCUR MED EXP (Anyone fgten)

PERSONAl amp AlN INJURY

GENERAl AGGREGATE

ESPER ~CT5 - calpop AGG

nLOC AIlOIIOIlILE UAaUlY COMBINED SINGLE LIMIT - (Ea 8Cdde1t)

ANY AUTO BOOI L Y INJURY (Per fgte11lOt)-shy

ALL OWNED AUTOS BODILY INJURY (Per accident)-

- SCHEDULED AUTOS PROPERTY DAMAGE

HIRED AUTOS (Per accident) -

NON-OWNED AUTOS - ~

UIIBRELlA UAB HOCCUR

EACH OCCURRENCE-EXCESSUAB CLAIMS-MADE AGGREGATE

---- DEDUCTIBLE

A WORKERS COIIPENSAllON WA7-6I)()0415ef4Z AOSPRNYlshy 11112012 1III2OIa X I T~~JWs I IO~A AND EMPLOYERS UAaUlY WA7-62D-laquol41SHi12 IYil 11112012 11112013 A YIM WC1~I-ltIOU5amp-I52 (OR WI) 11112012 11112013 $100000A ANY PROIRIETORIPARTNERlEXECUTIVE ~

MIA ~1_ExaNOHl 11112012 11112013 EL EACH ACCIDENT OFACERIMEI4BER EXClUDEDI (Mandatory In NKI

BH2HIC14158-1M2(V1) 11112012 11112013 EL DISEASE- EA EMPLOYEE $1ooampQQc 83-118922 a-) 11112012 IttrlO13

bull ~~~OPERATIONSIlet_ EL DISEASE POliCY LIMIT $100000

bull

DESCRIPllON OF OPERATIONS I LOCAnONS I VEHICLES (Attech ACORD 101 MdIlloMI Renlarlc8lchedule r mono fMICI Is required)

bullbull Includes EL coverage for monopolistic states NO PR WA WY

Please see page 2 for any additional language

CERT1FICATE HOLDER CANCELLATlON

Alameda County Department of Social Services 2000 San Pablo Ave Oakland CA 94612 United States

SHOULD Atlaquo OF THE ABOVE DESCRI8ED POUCIES BE CANCELLED BEFORE THE EXPIRATION DATE 1lIEREOF NOTICE WILL BE DELIVERED IN ACCORDANCE WrrH THE POLICY PROVISIONS

I

AUTHOIIZED REPRESEHTA1IYE

IIiutJori2od ~ smiddot~ _~4-~(~--w ___ --~~ -~kin Risk SeNices Nor1heast Inc

copy 1881-2009 ACORD CORPORA TlON An nghts reserved ACORD 26 (2009109) The ACORD name and logo are registered marks ofACORD

Page 1 of 2

ADDITIONAL REMARKS SCHEDULE AGENCY

ADo Risk Services Northeast Inc 199 Water Street New York NY 10038 Phone 8662667475 Fax 8664677847

NAIlED INSURED International Business Machines Corp 1 New Onhani Road Armonk NY 10504 United states

EFFECTIVE MTE

ADDmONAL REMARKS

THIS ADDITIONAL REMARKS FORM IS A SCHEDULE TO ACORD FORM

FORM NUMBER 25 FORM 11TLE CERTIFICATE OF LIABILITY INSURANCE

Project IBM Education Pack Services

Ifthere is a question regarding this certificate please contact Edward DiNardo (Email dinardoeusibmcom Phone 916-567-2922)

All operations incidental to the conduct of insureds business in the United States of America

ACORD 101 (2008101) C 2008 ACORD CORPORATION All rights reserved The ACORD name and logo are registered mal1ls of ACORD

Page 20f2

AKl K NAKAO Director

G~-r)ipDecember 5 2011

DEC 08 lOl1 TO Caroline Judy Assistant Direltltor GSA

RECE~vED FROM Tudor S Mosu Procurement Specialist n

SUBJECf Finding ofNon-Competition bull Sote Source 2084 Purchase from International Business Machines Corp Sacramento CA

This is to document my finding that competitive bidding is not possible for the purchase ofall IBM Education Pack in tho amount oUI 4994000 for the Social Services Agency (SSA) Infonnation Systems Department and therefore the Departmental Justification to Request a Waiver ofCounty Competitive Bidding Requirement copy attached is approved

In accordance with the County Administrative Code Section 412010 entitled UPurchases to be by Competitive Quotation all purchases of and contracts for materials supplies services fwnishings equipment livestock and other personal property shall be based wherever possible on competitive quotations

I have reviewed and researched the product and marketplace Based on my research ofthe departmental justifi~tion and internet I have detennined the requested product and supplier cannot be substituted and satisfy the Countys requirements International Business Machines Corp (IBM) is the only vendor capable to provide an online account to be used for IBM private courses at SSA on WM business intelligence data warehouse reporting classes IBM will add the SSA content customized to the training environment using Cognos Framework Manager and will provide a suite oftraining public and private courses technical conferences and selfmiddotpaced virtual classes This sole source request was posted on the County website for ten (10) business days and no other proposal was received Therefore competitive quotations are not possible and the request is recommended for your approval

The Social Services Agency is to obtain Board approval for services that exceed $25000 requesting authorization from the President of the Board to sign the contract or approve the purchase The Auditor-Controller issues Board signed contracts and Board approved purchase orders and purchase order changes withwithout signed contracts

te IIktt II Peill-o ValenciaDeputy Direct6rlDate

GSA Office ofAcquisition Policy

SLEB Compliant ______

Date~~~~_________ Director GSA

Attachment(s)

1401 LAKISIDE DRIVU SUITL 907 OAKLND CALIFORNIA 94612 PHmr 5102989600 [AX 5[02089626 wwwlt5(itnc~ovorg

GSA Sole Source Procurements - Alameda County Page lof2o Ala~~da co~ntys Offl~lal ~ebslte Skip County Banner 0 SHARE rJf l

~ go WoOFg i QUick links Citizens Business Seerch aegov IGO I Government Emergencies

GSA Home

Home

Introduction

AwardedClosed Contracts

Current Contracting Opportunltles

Arch 8 Engineering Construction

Sole Source Procurements

Goods 8 Services The contracts described below have been determined to comply with the County Sole Source Policy in ~flesrlonal Services that only a single source is available andor valid sole source exceptions to the competitive process

I-===----f exisl Upcoming ContractIng Opportunities

Arch amp Englnoaring Construction Goods amp Services ProfessIonal ServlceQ

Sole Source Procurements

Highland Project Contracts

AwardedClosedContracts CUlTent Contracting Opportunltles Upcoml Contracting

Contacts Teams

Vendor Info Vendor Guide Vendor Application (Online) Vendor Application

Public Works (PWA) Contracting Opportunities

CDA Construction Contracting Opportunities

StopWasteOrg

Advance NotIce of SoJe Source purchases are posted on-line for a minimum of five (Ii) business days prior to a contract being awarded For any additlonallnformatlon regarding contracts posted on thIs website please contact the appropriate parson listed below Thank you for your interest

Source Contract DescrIption

f1Ef1l Online Training Courses

f1I3JI Repair and Test fIre fighting ProtectiVe Clothing

Electro Shock Guns Cartridges BaHerlee amp Accessories

Estimate Award Date

120212011

11302011

111172011

Contact Person

Tudor S Mosu (510) 208-9614

Tudor S Mosu (510) 208-9614

Tudor S Mosu (510) 208-9614

mhtmIfilelICUserstmosuAppDataLocalMicrosoftWindowsTemporary Internet FilesContentOutlook1OYF6YPOGSA S 1210612011

Alameda County Auclttor-Controller Agencv Office of Contract Compliance OCC

FEDERAL GRANT FUNDS SMALL LOCAL EMERGING BUSINESS (SUI) WAIVER REQUEST

REQUIREDTOSOUCIT BlOSPROPOSALSAND AWARt)AMENO CONTRACTS THAT INCUJDe FtoERAl GRANT FUNDS THAT fROHI51l GIOORAPHICAl PREFERENCE)

mSfCDOfltcompr middot6 bbw and submit fhts form wlfh supporifng doclfrnentaion pecificolty stoHng that geographle preferences om bonnad fer the requetfed procurement to Tcmtnee TRlong Auditor Controller ace a QC 20111 or vIa email tot1Wlmf1lmn9_~99Uponapprovala fampdeKal Fundt WaNer number wm be I$SitEtd This numbM Is a mandatOf) field rGqooed tQ enter Q Procurement CollirUct In ALCOUMt ace wlJi mft-m upprovaill and denkds to tile Requesfing Depmtmem listed belew It IIIIftoI WQJvCW Is to $Cliett bids resubmlt c IOPY of the originally signed form Q nsed to tIWOrdlarYileM eo~ttI~ rlllquired addltlOlQllnfOOYlofl~l (3JiC bllliowl

1 Requasiing Department Ncme~_~~~9______ _~__________

A Contact First and Lost Nome~a~y Chen ___ _____ QiC 20203 __

8 Email Address~~~aOQCVmiddotorg ___ Phone Number ~~~~~ ____ 2 Procu~ement Oescriptlcm To p~asl an IB~~~tl0f~Jntonlln~ account) th~~lIIJr~~~

_IB~~~~gn~ pub~8 p~ate traini~gtpoundOUrses far saA Siaff _ CFOA No _9_~_5_5e___

3 1~~l9n~ checK aP2rgl~~~QY to fndrcqjg reason forYfaiver re9Y~______---

A 0 SoBd Bids with County Counsel approved modifled SlEB provlslons ___1___L__ ~

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Contract No _______

36 SIGNATORY By signing this agreement signatory warrants and represents that heshe executed this Agreement ill hislher authorized capacity and that by hislher signature on this Agreement heshe or the entity upon behalf of which heshe acted executed this Agreement

[END OF GENERAL TERMS AND CONDITIONS]

170f33

--------Contract No

ADDITIONAL PROVISIONS

1 Exhibit E COUNTY OF ALAMEDA CONTRACT COMPLIANCE REPORTING REQUIREMENTS - Not applicable Federal Grant Funds SLEB Waiver approved F308A (attached) Waiver of county competitive bidding requirement approved by GSA (Attached copy of the GSA memo dated on 125111)

2 The IBM Education Pack -online account Program is subject to the terms and conditions of the IBM Agreement for Courses and Education Materials which can be found by accessing the IBM Web site via ibmcomltraininglustermshtmL

3 US County Government Alameda County Social Services Agency Only For US County Government Alameda County Social Services Agency ordering from the IBM GSA IT Schedule Contract Number GS-35F-4984H The terms and conditions of the GSA IT Schedule Contract apply and may be viewed at wwwibmcomleasyaccessgsa

For US County Government Alameda County Social Services Agency placing orders other than via the GSA IT Schedule Contract Terms and conditions equivalent to those contained in IBMs current GSA IT Schedule Contract apply Terms of IBMs current GSA IT Schedule Contract prevail in the event of a conflict with the commercial terms

The following General Terms and Agreement shan be modified as follows

4 Section 1 is amended and restated in its entirety as follows

INDEPENDENT CONTRACTOR No relationship of employer and employee is created by this Agreement it being understood and agreed that Contractor is an independent contractor Contractor is not the agent or employee of the County in any capacity whatsoever and County shall not be liable for any acts or omissions by Contractor nor for any obligations or ~iabilities incurred by Contractor

Contractor shall have no claim under this Agreement or otherwise for seniority vacation time vacation pay sick leave personal time off overtime health insurance medical care hospital care retirement benefits social security disability Workers Compensation or unemployment insurance benefits civil service protection or employee benefits of any kind

Contractor shall be solely liable for and obligated to pay directly all applicable payroll taxes (including federal and state income taxes) or contributions for unemployment insurance or old age pensions or annuities which are imposed by any governmental entity in connection with the labor used or which are measured by wages salaries or other remuneration paid to its officers agents or employees

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180f33

--------Contract No

In carrying out the work contemplated herein Contractor shall comply with all applicable federal and state workers compensation and liability laws and regulations with respect to the officers agents andor employees conducting and participating in the work and agrees that such officers agents andor employees will be considered as independent contractors and shall not be treated or considered in any way as officers agents andor employees of County

Contractor does by this Agreement agree to perfonn hislher said work and functions at all times in accordance with currently approved methods and practices in hislher field and that the sole interest of County is to insure that said service shall be perfonned and rendered in accordance with the Agreement

Notwithstanding the foregoing if the County detennines that pursuant to state and federal law Contractor is an employee for purposes of income tax withholding County may upon two weeks notice to Contractor withhold from payments to Contractor hereunder federal and state income taxes and pay said sums to the federal and state governments

5 Section 2 is amended and restated in its entirety as follows

INDEfYINIFICATION Contractor shall hold hannless and indemnifY the County of Alameda by defending the County of Alameda its Board of Supervisors employees and agents from and against any and all third party claims for damages on account of bodily injury (including death) or damage to real property or tangible personal property for which Contractor is legally liable to that third party and pay all costs damages and attorneys fees that a court finally awards or that are included in a settlement approved by Contractor provided that the County shall promptly notifY Contractor in writing of the claim and allow Contractor to control the defense and will cooperate with the Contractor in the defense and any related settlement negotiations The County may participate in the defense of any such claim at its own expense without relieving Contractor of any obligation hereunder

6 Section 6(a) is amended and restated in its entirety as follows

CONFORMITY WITH LAW AND SAFETY

a In perfonning services under this Agreement Contractor shall observe and comply with all laws ordinances codes and regulations of governmental agencies including federal state municipal and local governing bodies applicable to Contractor as a provider of infonnation technology products and services including all applicable provisions of the California Occupational Safety and Health Act

190f33

--------Contract No

7 Section 10 is amended and restated in its entirety as follows

TAXES Payment of all applicable federal state and local taxes excluding those based on Contractors net income shall be the sole responsibility of the County unless proper exemption documentation is provided to the Contractor

8 Section 11 is amended and restated in its entirety as follows

OWNERSHIP OF DOCUMENTS Ownership of any Materials provided under this Agreement shall be as provided for in the Additional Provisions

9 Section 12 is amended and restated in its entirety as follows

CONFLICT OF INTEREST CONFIDENTIALITY The Contractor covenants that to the best of its knowledge and belief it presently has no interest and shall not have any interest direct or indirect which would conflict in any manner with the performance of services required under this Agreement Without limitation Contractor represents to and agrees with the County that Contractor has no present and will have no future conflict of interest between providing the County services hereunder and any other person or entity (including but not limited to any federal or state wildlife environmental or regulatory agency) which has any interest adverse or potentially adverse to the County as determined in the reasonable judgment of the Board of Supervisors of the County

10 Section 15( c) is amended and restated in its entirety as follows

c If requested to do so by the County Contractor shall provide the County with access to copies of all of its records pertaining or relating to its employment practices except to the extent such records or portions of such records are confidential or privileged under state or federal law andor in accordance with Contractors policies andor procedures

11 Section 16 is amended and restated in its entirety as follows

DRUG-FREE WORKPLACE Contractor and Contractors employees shall comply with the Countys policy ofmaintaining a drug-free workplace Neither Contractor nor Contractors employees shall unlawfully manufacture distribute dispense possess or use controlled substances as defined in 21 US Code sect 812 including but not limited to marijuana heroin cocaine and amphetamines at any County facility or work site If Contractor or any employee of Contractor is convicted or pleads nolo contendere to a criminal drug statute violation occurring at a County facility or work site the Contractor within five days thereafter shall notify the head of the County departmentagency for which the contract services are performed

200f33

Contract No ________

12 Section 17 is amended and restated in its entirety as follows

AUDITS ACCESS TO RECORDS The Contractor shall make available to the County its authorized agents officers or employees for examination any and all project records evidencing or relating to the expenditures and disbursements charged to the County and shall furnish to the County its authorized agents officers or employees such other evidence or information as the County may require with regard to any such expenditure or disbursement charged by the Contractor

If such project records are not kept and maintained by Contractor within the County of Alameda California Contractor shall upon request of the County makesuch project records available to the County for inspection at a location within County Contractor shall provide such assistance as may be reasonably required in the course of such inspection The County further reserves the right to examine and reexamine said project records during the three (3) year period following termination of this Agreement or completion of all work hereunder and the Contractor shall in no event dispose of destroy alter or mutilate said project records whatsoever for three (3) years after the County makes the final or last payment or within three (3) years after any pending issues between the County and Contractor with respect to this Agreement are closed whichever is later Notwithstanding anything else contained herein as in regards to this project in no event shall Contractor provide any confidential financial information including but not limited to cost or pricing methodologies overheads profit margins internal audit results or employee records

13 Section 18 is deleted in its entirety

14 Section 20 is amended and restated in its entirety as follows

TERMINATION The County has and reserves the right to terminate or abandon the execution of any work by the Contractor without cause at any time upon giving to the Contractor thirty (30) days prior written notice In the event that the County should terminate the Contractors work the Contractor shall be entitled to payment for services provided hereunder prior to the effective date of said termination Said payment shall be computed in accordance with Exhibit B hereto provided that the maximum amount payable to Contractor for its IBM Education Pack Services shall not exceed $14994000 payment for services provided hereunder prior to the effective date of said termination

210f33

--------Contract No

15 Section 22 is deleted in its entirety IBM does not anticipate any hiring with this education effort based upon IBMs global HR policies and procedures

16 Section 30 is amended and restated in its entirety as follows

SUBCONTRACTINGASSIGNMENT Contractor shall not subcontract assign or delegate any portion of this Agreement or any duties or obligations hereunder without providing the County with prior written notification

a Neither party shall on the basis of this Agreement contract on behalf of or in the name of the other party Any agreement that violates this Section shall confer no rights on any party and shall be null and void

b Contractor shall remain fully responsible for compliance by its subcontractors with all the terms of this Agreement in the performance of the services by such subcontractors regardless of the terms of any agreement between Contractor and its subcontractors

17 Section 33 PATENT AND COpy INDEMNITY is deleted in its entirety and will be governed by the terms and conditions as stated in APPENDIX A IBM Education Pack online account

County Counsel Signature ~ b ~)lto

220f33

Contract No ________

EXIDBITA DEFINITION OF SERVICES

Project IBM Education Pack - online account

Service The contractor will set up an IBM Education Pack - online account for Alameda County Social Services Agency A total value offering of $17640000 to be placed immediately in the IBM Education Pack - online account for a price of$14994000

bull Alameda County Social Services Agency will use the IBM Education Pack - online account discounted dollars to purchase IBM Training public and private courses IBM Technical Conferences designated by IBM Training and offered in the United States IBM Training self paced virtual classes at the regular retail price in effect at the time ofeach such purchase The account is available for use to train any employee of the Alameda County Social Services Agency These dollars can not be used in combination with any other discounts promotions or separately negotiated special rates (Refer to Appendix A - IBM Education Pack -online account Terms and Conditions)

bull IBM will invoice Alameda County Social Services Agency upon signing ofthis Agreement Information will be supplied identifying a user id and password for monitoring the online account Invoices are due in accordance with Exhibit B

bull This account is valid for twelve (12) months from the date it is first activated on 31112 The requested start date may be no later than sixty (60) days from the signing ofthis Agreement Any remaining balance at the end oftwelve (12) months will expire and is non-refundable

230f33

Contract No ________

APPENDIX A

IBM Education Pack -online account

Terms and conditions

Alameda County Social Services Agency is entitled to the discounting as described below

IBM Education Pack -online account -general terms and conditions

The ffiM Education Pack -online account is an electronic account you fund with training dollars to be used for ffiM Training offerings The account offers two options for funding which are $100 increments and preset amounts

Precision paymentplan with flexible levels in $JOO increments Value of 5100 increments Your Savings USD 52500 -59900 25-99 0010 USD 510000 -524~00 100 -249 5 USD 525000 -549900 250 -499 10010 USD 550000 -599~00 500 -999 11 USD 5100000 + 1000+ 12

Pre-set amOlmts are available in packages Value Your Price Your Savings USD52500 USD $2500 0010 USD 510000 USD $9500 5 USD525OOO USD22500 10 USDS50000 USD $44500 11 USD 5100000 USD $88000 12

1 The ffiM Education Pack -online account training dollars are valid for 12 months and are nonshyrefundable The ffiM Education Pack -online account can be used by one or more individuals in your organization

2 The ffiM Education Pack online account is valid for 12 months and extensions are prohibited 3 The activation date for the ffiM Education Pack -online account is the date ffiM Training receives the

application and billing information unless an alternate activation date is requested at the time the application is submitted An activation date of up to 60 days from the date of the application may be selected if indicated on the initial order form

4 The ffiM Education Pack -online account can be used for ffiM public courses private on-site courses instructor mentoring and most conferences designated by ffiM Training and offered in the US The ffiM Education Pack -online account may also be used for most ffiM e-Iearning designated by ffiM Training When using the ffiM Education Pack -online account to pay for a private onsite class you may use the training dollar vouchers for the class tuition instructor travel and living equipment and classroom rentals if applicable

5 When using the ffiM Education Pack online account to pay for a conference the funds may be used for conference tuition and some associated education sessions designated by ffiM Training

6 The ffiM Education Pack - online account cannot be used for classes or conferences which occur beyond the expiration date of the account funds The funds must be valid on the first day of the class or

240f33

Contract No _________

conference regardless of the date ofyour enrollment 7 Certain IBM Training courses may be excluded from this program To determine which IBM Training

courses are eligible for the program and which are excluded access our online catalog via the World Wide Web at ibncQmtrainingus to view IBM Training public course descriptions and conference scheduJes or contact 1800-IBM-TEACH (1-800-426-8322)

8 You must enroll in each individual course or conference prior to attending All enrollments in courses or conferences are subject to availability Enrollments and purchases must be guaranteed by an alternate method ofpayment You must check the IBM Education Pack online account box on the enrollment form Ifyou enroll by phone you must indicate you are using IBM Education Pack - online account funds to properly flag your enrollment record

9 To use your IBM Education Pack -online account funds you must debit your account PRIOR to the start ofthe course or conference by creating a voucher and submitting it online Each account voucher must be completed with Alameda County Social Services Agency number Alameda County Social Services Agency name and offering identification You must create a unique voucher for each individual enrollment or offering you purchase

10 The purchase of an IBM Education Pack -online account does not guarantee that a class will be held in a specific location

11 Ifyour enrollment status changes due to any cancellations you must access your IBM Education Pack online account and void applicable vouchers to return unused funds to your account balance The IBM Education Pack online account will not automatically update

12 The IBM Education Pack -online account is password protected IBM Training is not responsible for the misuse ofIBM Education Pack -online accounts

B Once the IBM Education Pack -online account is debited by creating a voucher for the offering your invoice will be credited for the value submitted up to 100010 of the course or conference tuition or other valid offering purchased If the amount of the created voucher from the IBM Education Pack-online account does not cover the entire tuition of the eligible IBM Training offering you will be billed the difference Ifyour IBM Education Pack -online account is not debited a bill for the offering will be sent

14 IBM Education Pack -online account cannot be used to pay for offerings that have already been billed or applied to previously taken courses

15 Once the IBM Education Pack -online account has been debited training dollars cannot be reapplied to the IBM Education Pack -online account

16 IBM Education Pack -online account training dollars cannot be combined with any other discounts offers programs coupons or promotions

17 IBM Education Pack -online account training dollars cannot be used to purchase additional IBM Education Packs -online accounts or other discount offerings

18 The No-Show and Cancellation policies apply and a bill for the full course or conference tuition will be sent if a student fails to attend or to cancel within the required period for a course or conference To use IBM Education Pack -online account training dollars to pay a No-Show or late cancellation bill send an e-mail to edpack(ZVusibmcom for processing instructions

19 IBM Education Pack -online account cannot be used to pay for IBM Training services engagements 20 Prices ofthis program and eligible offerings are subject to change without notice 21 Course and conference schedules are subject to change without notice 22 The IBM Education Pack -online account can only be resold by authorized IBM Business Partners

250f33

Contract No _________

Terms and conditions

IBM agreementor courses and education nuderitds

CUITent as of 01 Jan 2011

The following terms apply to I) enrollment in classes offered by ffiM and 2) orders for ffiMs education materials These tenus along with any applicable license agreement are the complete agreement between us regarding the courses or education materials we provide and replace any prior oral or written communications between us Attendance at a class or your use of any education materials constitutes your agreement to these tenus and conditions Occasionally we have offerings with additional or different terms and conditions If so we will provide those terms and conditions to you For example conference tenus and conditions are outlined in the conference registration section of the conference website or in the conference brochure for the event

Coulses and education mateais

We list our generally available courses and education materials in various IDM Catalogs ofEducation (Catalog) which we publish from time to time We may add or withdraw courses and education materials at any time without notice

Scheduling dasses

We will specify the dates of public classes Private or on-site classes will be scheduled by mutual agreement We may cancel any scheduled class on notice If we cancel a class for which you have prepaid we will refund the price you paid

Accommodations for students with disabilities

IDM locations are accessible for students with disabilities If reasonable accommodations are required for an individual with a disability please advise IDM of the accommodations in advance

Pces and payment

Prices for public classes will be those in effect on the date the class begins Prices include the use of required education materials and machines They do not include taxes or student travel and living expenses IDM reserves the right to increase prices at any time without prior notification Prices for private or on-site classes will be established based on your requirements Additional charges may apply such as instructor travel and living expenses facilities and remote lab support You agree to pay amounts due including applicable taxes and any late payment fees as we specify in the invoice Conference cancellation charges will be specified on the conference website or in the conference brochure for the event

Cancellation charges

Effective January 1 2011

You will be charged the full price of a public class ifyou do not cancel or reschedule your enrollment at least fourteen calendar days prior to the scheduled start date or ifyou do not show up for the class

260f33

Contract No _________

However you may cancel your class enrollment at any time within the three days following your initial or any rescheduled enrollment date without charge

Ifyou cancel a private or on-site class within seven calendar days prior to the scheduled start date you will be billed the full price ofthe class ifyou cancel between eight and fifteen calendar days prior to the scheduled start date you will be billed 25 of the full price and ifyou cancel between sixteen and twentyshyone calendar days prior to the scheduled start date you will be billed lOO of the full price Cancellation of a private or on-site class more than twenty-one calendar days prior to the scheduled start date may be made without charge

Conference cancellation charges will be specified on the conference Web site or in the conference brochure for the event

Self-Paced Virtual Oasses and Web-Based Training Classes

You may not cancel once you submit an order for a Self-Paced Virtual Class or a Web-Based Training Class Once you submit the order you are responsible to pay the entire course price

Online Enrollment Before you submit your order review the machine requirements listed in the course description to ensure that your system meets the minimum requirements for this course After you submit the on-line order form you should receive a confirmation e-mail with communication about your ID and password and additional instructions to start the course You are billed for the course when you submit the order form

Once you receive your ID and Password you will be given a period of time to complete the course Please refer to the course description for specifics regarding your registered course ONCE YOU SUBMIT YOUR ORDER WE WILL NOT BE ABLE TO CANCEL THE ORDER

Patents and copyrights

Ifa third party claims that the education materials we provide to you infringe that partys patent or copyright we will defend you against that claim at our expense and pay all costs damages and attorneys fees that a court finally awards provided that you

1 promptly notify us in writing of the claim and 2 allow us to controL and cooperate with us in the defense and any related settlement negotiations

Ifsuch a claim is made or appears likely to be made you agree to permit us to enable you to continue to use the education materials or to modify or replace them Ifwe determine that none of these alternatives is reasonably available you agree to return the education materials to us on our written request We will then give you an appropriate credit for the returned materials

This is our entire ob1igation to you regarding any claim of infringement

We have no obligation regarding any claim based on your modification of education materials

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Contract No ________

limitation of liability

Circumstances may arise where because of a default on our part or other liability you are entitled to recover damages from us In each such instance except for the payments referred to in our patent and copyright terms described above and damages for bodily injury (including death) and damage to real property and tangible personal property for which mM is legally Hable we are liable only for the charges for the class or education material that is the subject of the claim

This limit also applies to any ofour subcontractors It is the maximum for which we are collectively responsible

Items for which we are not liable Under no circumstances are we or our subcontractors liable for any of the following

] third-party claims against you for losses or damages (except as described above in the section entitled Patents and Copyrights and damages for bodily injury (including death) and damage to real property and tangible personal property for which mM is legally liable)

2 loss of or damage to your records or data or 3 special incidental or indirect damages or for any economic consequential damages (including lost

profits or savings) even ifwe are informed oftheir possibility

license

Any machine readable education materials that we provide to you will be subject to the terms and conditions ofa license agreement We will inform you of the applicable agreement

Warranty

THERE ARE NO EXPRESS WARRANTIES EXCEPT THOSE CONTAINED HEREIN OR IN ANY APPUCABLE UCENSE AGREEMENT THERE ARE NO IMPUED WARRANTIES INCLUDING BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE WE MAKE NO WARRANTY AS TO RESULTS TO BE ATTAINED BY ATTENDING OUR CLASSES OR USING OUR EDUCATION MATERIALS

Changes to this agreement

We may modifY these terms and conditions on written notice The modified terms and conditions will apply to your enrollment or order unless you cancel such enrollment or order prior to the effective date Otherwise for a change to be valid both of us must sign it Additional or different terms and conditions in any order or communication from you are void

General

bull You agree not to copy our copyrighted material without our prior written consent bull You agree not to use recording equipment in our classes without our prior written consent bull You agree not to use our trademarks trade names or other designations in any promotion or publication without our prior written consent bull You agree not to assign or otherwise transfer your rights under this Agreement without our prior

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Contract No ________

written consent Any attempt to do so is void bull Neither of us is responsible for failure to fulfill any obligations due to causes beyond its control bull Neither ofus will bring a legal action (under this Agreement) more than two years after the cause of action arose bull Any terms of this Agreement which by their nature extend beyond its termination remain in effect until fulfilled and apply to respective successors and assignees

290f33

Contract No ________

EXHIBITB PAYMENT TERMS

1 The tenn ofthis Agreement is March 1 2012 through March 31 2013

2 Total payment under the tenns of this Agreement will not exceed the total amount of $14994000 This cost includes all taxes and all other charges

3 Invoices to County are due upon receipt of invoice and payable within thirty (30) days from receipt of invoice

The contractor will set up an mM Education Pack - online account for Alameda County Social Services Agency A total value offering of $1 7640000 to be placed immediately in the mM Education Pack - online account for a price of $14994000

4 Invoices will be approved by the Alameda County Social Services Agency Contract Liaison

5 Contractor shall submit invoice as required to

Alameda county Social Services Agency 2000 San Pablo Ave 4th floor

Oakland CA 94612 Attn Jerome Graham

300f33

C

EXHIBITC COUNTY OF ALAMEDA MINIMUM INSURANCE REQUIREMENTS

Wi1hout limiting MY other obligation or liabilily under this Agreement he Contractor at its sole rost and expense shall secure and keep in force he entire term of he as be he insuranre limits and endorsements

Commercial General Uability Premises Liability Products and Completed Operations Contractual

Personal and liabi B Commercial or Business Automobile Liability

All owned vehicles hired or leased vehicles non-owned borrowed and permissive uses Personal Automobile Liability is acceptable for individual contractors with no related activities Workers Compensation (WC) and Employers Uability (EL)

for all contractors with eml)Jovees

o Endorsements and Conditions

$1000000 per occurrence (CSl) Bodily Injury and Property Damage

$1000000 per occurrence (CSL) My Auto Bodily Injury and Property Damage

or disease

1 ADDmONAL INSURED All insurance required above with the exception of Personal Automobile LiabilityI Workers Compensation and Employers Liability shall be endorsed to name as additional insured County of Alameda its Board of SUpervisors the individual members thereof and all County officers agents employees and representatives

2 DURATION OF COVERAGE All required insurance shall be maintained during the entire term of the Agreement with the following exception Insurance policies and coverage(s) written on aclaims-made basis shall be maintained during the entire term of the Agreement and until 1year following expiration of the Agreemen~ as long as such coverage remains commercially available in the market place

3 REDUCTION OR UMIT OF OBLIGATION The insurance policies provided for in Aand Babove shall be primary and non contributory only with respect to liability arising out of this Agreement Pursuant to the provisions of this Agreement insurance effected or procured by the Contractor shall not reduce or limit Contractors contractual obligation to indemnify and defend the Indemnified Parties

4 INSURER ANANCIAL RAnNG Insurance shall be maintained through an insurer with aAM Best Rating of no less than AshyVlI or equivalen~ and shall be admitted to the State of California unless otherwise waived by Risk Management Acceptance of Contractors insurance by County shall not relieve or decrease the liability of Contractor hereunder My deductible or selfshyinsured retention amount or other similar obligation under the policies shall be the sole responsibility of the Contractor

S SUBCONTRACTORS Contractor shall include all subcontractors as an insured (covered party) under its policies or shall furnish separate certificates and endorsements for each subcontractor All coverages for subcontractors shall be subject to all of the requirements stated herein

6 JOINT VENTURES If Contractor is an association partnership or other joint business venture required insurance shall be provided by anyone of the following methods

- Separate insurance policies issued for each individual entity with each entity included as aNamed Insured (covered party) or at minimum named as an Additional Insured on the others policies Joint insurance program with the association partnership or other joint business venture included as a Named Insured

7 CANCELLATION OF INSURANCE Should any of the above described policies be cancelled before the expiration date thereof notice will be delivered in accordance with the policy provisions

8 CERTIACATE OF INSURANCE Before commencing operations under this Agreemen~ Contractor shall provide Certificate(s) of Insurance and applicable insurance endorsements in form and satisfactory to County evidencing that all required insurance coverage is in effect The County reserves the rights to require the Contractor to provide complete certified copies of all required insurance policies The require certificate(s) and endorsements must be sent to

- DepartmentAgency issuing the contract With acopy to the Contracts Office (2000 San Pablo Ave 4th floor Oakland CA 94612)

Certificate C-1 Form 2001-1

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________________________________ _

Contract No ________

EXHIBITD

COUNTY OF ALAMEDA DEBARMENT AND SUSPENSION CERTIFICATION

(Applicable to all agreements funded in part or whole with federal funds and contracts over $25000)

The contractor under penalty of perjury certifies that except as noted below contractor its principals and any named and unnamed subcontractor

bull Is not currently under suspension debarment voluntary exclusion or

determination of ineligibility by any federal agency

bull Has not been suspended debarred voluntarily excluded or determined

ineligible by any federal agency within the past three years

bull Does not have a proposed debarment pending and

bull Has not been indicted convicted or had a civil judgment rendered against it by

a court of competent jurisdiction in any matter involving fraud or official

misconduct within the past three years

If there are any exceptions to this certification insert the exceptions in the following space

Exceptions will not necessarily result in denial of award but will be considered in determining contractor responsibility For any exception noted above indicate belOw to whom it applies initiating agency and dates of action

Notes Providing false information may result in criminal prosecution or administrative sanctions The above certification is part of the Standard Services Agreement Signing this Standard Services Agreement on the signature portion thereof shall also constitute signature of this Certification

CONTRACTOR __~~__L-

PRINCIPAL~~---ll-I-L-_o_--GlI_V__f___ TITLE~~)(UltJ~ltCJJ St(

SIGNATURE~-+-----=----____ DATEcl ~ (jJ~

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Contract No _______

EXHmITE

COUNTY OF ALAMEDA CONTRACT COMPLIANCE REPORTING REQUIREMENTS

Upon receipt of signed contract documents prime contractor shall immediately enterassign subcontractors in the Syste~ confum payments received from the County within 5 business days in the Syste~ immediately enter payments made to subcontractors and ensure that subcontractors confirm they received payments within 5 business days in the System Subcontractors shall confirm their payments received from the prime contractor within 5 business days in the System

Alameda County Contract Compliance System training and ongoing support are provided at no charge to contractors and participating sub-contractors awarded a contract as a result of this bid process for this project Contractors having contracts with the County should schedule a representative from their officecompany along with each of their subcontractors to attend training The training schedule may be viewed online at httpwwwelationsyscomelatiollsysisupport lhtm or call Elation Systems at (510) 764shy1870 A special access code will be provided to contractors and subcontractors participating in this contract awarded to allow use of the System free of charge

It is the Contractors responsibility to ensure that they and their subcontractors are registered and trained as required to utilize the Alameda County Contract Compliance System Training sessions are approximately one hour and will be held periodically in a number of locations throughout Alameda COWlty

330f33

DATE MDDIYYYYCERTIFICATE OF LIABILITY INSURANCE 211012012

THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMA11ON ONLY AND CONFERS NO RIGHTS UPON TtE CERTFICATE HOLDER THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND EXTEND OR AtTER THE COVERAGE AFFORDED BY THE POUCIES BELOW THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BElWEEN THE ISSUING INSURER(S) AUTHORIZED REPRESENTATIVE OR PRODUCER AND TtE CERTIFICATE HOLDER

IMPORTANT If the certificate holder is an ADDmONAL INSURED the policy(ies) must be endorsed If SUBROGATION IS WAIVED subject to the terms and conditions ofthe policy certain policies may require an endorsement A statement on this certificate does not confer rights to the certificate holder in lieu of such enciorseme s

PROOUCER

Aon Risk Services Northeast Inc 199 Water Street New York NY 10038 Phone 8662667475 Fax 8664677847 AFFORDING COVERAGE HAIC INSURED COMPANY A ACE American Insurance Company

lnIemationaI Business -4achines Corp amp My Other Subsidiary Corp Owned 01 ConIrDlled by the Insured 1 New Orohan Road Armonk NY 10504 United Slates

INSUR

COVERAGES CERllFICATE NUMBER154795 REVISION NUMBER THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED NOTWITHSTANDING ANY REQUIREMENT TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO VllHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS EXCLUSIONS AND CONDITIONS OF SUCH POLICIES LlMrTS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS

INSR (fiUCf EFF POUCfEXPLTR TYPE OF INSURANCE POLICY NUMBER til UMITS

A GENERAL UABIUTY HDOG25529236 5212011 1512112012 EACH OCCURRENCE $1OQMQQ--shy~~ X COMMERCIAl GENERAl LIABILITY PREMISE$Ea ~~ncel 11000 000 = CLAIUS-MAOE [KJ OCCUR UED EXP (Anyone person) S2500000

- I PERSONAl amp ArN INJURY $1000000-

-- ~GENERAL AGGREGotTE $1000000

~L AGGREr9L1MIT ArPER i PROOUCTS-COMP~AGG $1000000

POLICY ~ LOG I i A AUlOIIOBILE UABlUlY ISAH08635948 51212011 51212012 COMBINED SINGLE LIMIT

51000000---shy (Eaarridentll2t ANY AUTO BOOIL Y INJURY (Per personl ALL OWNEO AUTOS f-shy

- ~LY INJURY (Peracddenl) SCHEDULED AUTOS PROPERTY DAMAGE-

- HIREOAUTOS i(Per_) r-middotmiddotmiddotmiddotmiddot

--shy ~AUTOS

I I UlIBRElILA UAB

I

Irl OCCUR i EACH OCCURRENCE

~

EXCESSUAS ~~ CLAIMS-MAOE AGGREGATE

- DEDUCTIBlE

IRETEImON $ WORIltERS COIIPENSA11ON i I~~Ullis I IdegJrANDEMPLOYERSUABUTY YIN shy

ANY PROPRIETORiPARTNERIEXECUTlVE D NIA

I

EL EACH ACCIDENT OFFlCERMEIBIR EXaUOED

I EL DISEASE - EA EMPLOYEE m(MIndaIoIy In NHI

~~~~~TIONSbel i EL OISEASEmiddot POLICY LIMIT

i i I I DESCRIP110N OF OPERATION$ LOCATION$I YEHlCLES Aflach ACORD 101 AcldiUoMlRemrb $chedm is ngtqulroocl)

Please see page 2 for any additional language

CERllFICATE HOLDER CANCELLAllON

Alameda County Department of Social Services 2000 San Pablo Ave Oakland CA 94612 United States

SHOULD ANY OF 1ME ABOVE DESCRIBED POLICIES BE CANCE1lED BEFORE lHE EXPlRA110N DATE lHEREOF NOnce WILL BE DElNERED IN ACCORDANCe WFTH lHE POLICY PROVISIONS

I

AUTHORIZED REPRESENTAlIYE

AuIhcfized ReJgtresenlatve ~_yen~ ~~~~~bullw __ J_ PIaI Risk SenIkes NonheasI Inc

ISgt 1988-2009 ACORD CORPORATION AI righIs reserved

ACORD 25 (2009101 The ACORD name and logo are registered marks ofACORD Page 1 of2

ADDITIONAL REMARKS SCHEDULE AGENCY

Aon Risk Services Northeast Inc 199 Water Street New York NY 10038 Phone 8662667475 Fax 8664677847

NAIlED INSURED IntemaUonal Business Machines CoIp amp Ally Other SubsidiaIy CoIp Owned Of Contro8ed by lIle Insured 1 New Ordlard Road Armonk NY 10504 United Slates

EFFECTIVE DATE

ADDITIONAL REMARKS

THIS ADDITIONAL REMARKS FORM IS A SCHEDULE TO ACORD FORM

FORM NUMBER 25 FORM TITLE CERTIFICATE OF LIABILITY INSURANCE

[Alameda County Department of SOcial Services County of Alameda its Board of SUpervisors the individual members hereof and all County officers agents employees and representatives are hereby named as additional insureds on

General Liability policies but only to the extent that their interest may appear

Additional Language The insurance coverage provided for herein shall be primary and non contributory only wi1h respect to liabHity arising out of this Agreement with respect to liabHity arising out of IBMs negligence and as respects this contract only

Project IBM Education Pack Services

If there is a question regarding this certificate please contact Edward DiNardo (Email dinardoeusibmcom Phone 916-567-2922)

~ operations incidental to the conduct of insureds business in the United States of America

ACORD 101 (2008101) 2008 ACORD CORPORA nON All rights reserved The ACORD name and logo are registered marks of ACORD

Page 20f2

tC~RiJ CERTIFICATE OF LIABILITY INSURANCE I DlTE 1I1IfDOIYYYY)

21102012

THIS CERnFICATE IS ISSUED AS A MATTER OF INFORMA nON ONLY AND CONFERS NO RIGHTS UPON TIE CERTIFICATE HOLDER THIS CERnFICATE DOES NOT AFFlRMAnvaY OR NEGAnVELY AMEND EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POUCIES BELOW THIS CERnFICATE OF INSURANCE DOES NOT CONSTITUlE A CONTRACT BETWEEN THE ISSUING INSURER(S) AUTHORIZED REPRESENTAnVE OR PRODUCER AND TIE CERTIFICATE HOLDER

IMPORTANT Iftlle certifieate holder is an ADDITIONAL INSURED the policy(ies) must be endorsed If SUBROGAnON IS WAIVED subject to the terms and conditions of the policy certain policies may require an endorsement A statement on this certifICate does not confer rights to the certificate holder in lieu of such endorsement(s)

PRODUCER =~NT Aon Risk Services Northeast Inc 1pound Ir~No)199 Water Street New York NY 10038 Phone 8662667475 Fax 8664677847 INSURER(S) AFFORDING COIlERAGE HAIC

INSURED COMPNff A liberty Insurance Corporal

International Business Madlines CoqJ COMNoIY B liberty MulJaIII1SUrIIIIlt8 CcrIyengtany 1 New Ord1ard Road COMNoIY Co National Union Fino ance Company d 1IIIsbtJrgh PA Amlonk NY 10504 United Stales

COVERAGES CERT1FICATE NUMBER154796 REVISION NUMBER- THIS IS TO CERTIFY THAT THE POlICIES OF INSURANCE LISTED BEleW HAVE BEEN ISSueD TO THE INSUREO NAMED ABOVE FOR THE POlICY PERIOD INDICATED NOTWITHSTANDING ANY REQUIREMENT TERM OR CONDITION OF ANY COOTRACT OR OTHER DOCUMENT 1MTH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN THE INSURANCE AFFORDEO BY THE POLICIES DESCRIBEO HEREIN IS SUBJECT TO ALL THE TERMS EXCLUSIONS AND CONDITIONS OF SUCH POliCIES LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID ClAIMS

11tf TYPE OF INSURANCE IIHSR IWVD POLICY NIMIIER ~1fgtUCYEXP UIlITS

GENERAl UAaUlY I EACH OCCURRENCE

COMMERCIAL GENERAl LiABlLI1Y ~~~e~~nce) CLAIMS-MADE D OCCUR MED EXP (Anyone fgten)

PERSONAl amp AlN INJURY

GENERAl AGGREGATE

ESPER ~CT5 - calpop AGG

nLOC AIlOIIOIlILE UAaUlY COMBINED SINGLE LIMIT - (Ea 8Cdde1t)

ANY AUTO BOOI L Y INJURY (Per fgte11lOt)-shy

ALL OWNED AUTOS BODILY INJURY (Per accident)-

- SCHEDULED AUTOS PROPERTY DAMAGE

HIRED AUTOS (Per accident) -

NON-OWNED AUTOS - ~

UIIBRELlA UAB HOCCUR

EACH OCCURRENCE-EXCESSUAB CLAIMS-MADE AGGREGATE

---- DEDUCTIBLE

A WORKERS COIIPENSAllON WA7-6I)()0415ef4Z AOSPRNYlshy 11112012 1III2OIa X I T~~JWs I IO~A AND EMPLOYERS UAaUlY WA7-62D-laquol41SHi12 IYil 11112012 11112013 A YIM WC1~I-ltIOU5amp-I52 (OR WI) 11112012 11112013 $100000A ANY PROIRIETORIPARTNERlEXECUTIVE ~

MIA ~1_ExaNOHl 11112012 11112013 EL EACH ACCIDENT OFACERIMEI4BER EXClUDEDI (Mandatory In NKI

BH2HIC14158-1M2(V1) 11112012 11112013 EL DISEASE- EA EMPLOYEE $1ooampQQc 83-118922 a-) 11112012 IttrlO13

bull ~~~OPERATIONSIlet_ EL DISEASE POliCY LIMIT $100000

bull

DESCRIPllON OF OPERATIONS I LOCAnONS I VEHICLES (Attech ACORD 101 MdIlloMI Renlarlc8lchedule r mono fMICI Is required)

bullbull Includes EL coverage for monopolistic states NO PR WA WY

Please see page 2 for any additional language

CERT1FICATE HOLDER CANCELLATlON

Alameda County Department of Social Services 2000 San Pablo Ave Oakland CA 94612 United States

SHOULD Atlaquo OF THE ABOVE DESCRI8ED POUCIES BE CANCELLED BEFORE THE EXPIRATION DATE 1lIEREOF NOTICE WILL BE DELIVERED IN ACCORDANCE WrrH THE POLICY PROVISIONS

I

AUTHOIIZED REPRESEHTA1IYE

IIiutJori2od ~ smiddot~ _~4-~(~--w ___ --~~ -~kin Risk SeNices Nor1heast Inc

copy 1881-2009 ACORD CORPORA TlON An nghts reserved ACORD 26 (2009109) The ACORD name and logo are registered marks ofACORD

Page 1 of 2

ADDITIONAL REMARKS SCHEDULE AGENCY

ADo Risk Services Northeast Inc 199 Water Street New York NY 10038 Phone 8662667475 Fax 8664677847

NAIlED INSURED International Business Machines Corp 1 New Onhani Road Armonk NY 10504 United states

EFFECTIVE MTE

ADDmONAL REMARKS

THIS ADDITIONAL REMARKS FORM IS A SCHEDULE TO ACORD FORM

FORM NUMBER 25 FORM 11TLE CERTIFICATE OF LIABILITY INSURANCE

Project IBM Education Pack Services

Ifthere is a question regarding this certificate please contact Edward DiNardo (Email dinardoeusibmcom Phone 916-567-2922)

All operations incidental to the conduct of insureds business in the United States of America

ACORD 101 (2008101) C 2008 ACORD CORPORATION All rights reserved The ACORD name and logo are registered mal1ls of ACORD

Page 20f2

AKl K NAKAO Director

G~-r)ipDecember 5 2011

DEC 08 lOl1 TO Caroline Judy Assistant Direltltor GSA

RECE~vED FROM Tudor S Mosu Procurement Specialist n

SUBJECf Finding ofNon-Competition bull Sote Source 2084 Purchase from International Business Machines Corp Sacramento CA

This is to document my finding that competitive bidding is not possible for the purchase ofall IBM Education Pack in tho amount oUI 4994000 for the Social Services Agency (SSA) Infonnation Systems Department and therefore the Departmental Justification to Request a Waiver ofCounty Competitive Bidding Requirement copy attached is approved

In accordance with the County Administrative Code Section 412010 entitled UPurchases to be by Competitive Quotation all purchases of and contracts for materials supplies services fwnishings equipment livestock and other personal property shall be based wherever possible on competitive quotations

I have reviewed and researched the product and marketplace Based on my research ofthe departmental justifi~tion and internet I have detennined the requested product and supplier cannot be substituted and satisfy the Countys requirements International Business Machines Corp (IBM) is the only vendor capable to provide an online account to be used for IBM private courses at SSA on WM business intelligence data warehouse reporting classes IBM will add the SSA content customized to the training environment using Cognos Framework Manager and will provide a suite oftraining public and private courses technical conferences and selfmiddotpaced virtual classes This sole source request was posted on the County website for ten (10) business days and no other proposal was received Therefore competitive quotations are not possible and the request is recommended for your approval

The Social Services Agency is to obtain Board approval for services that exceed $25000 requesting authorization from the President of the Board to sign the contract or approve the purchase The Auditor-Controller issues Board signed contracts and Board approved purchase orders and purchase order changes withwithout signed contracts

te IIktt II Peill-o ValenciaDeputy Direct6rlDate

GSA Office ofAcquisition Policy

SLEB Compliant ______

Date~~~~_________ Director GSA

Attachment(s)

1401 LAKISIDE DRIVU SUITL 907 OAKLND CALIFORNIA 94612 PHmr 5102989600 [AX 5[02089626 wwwlt5(itnc~ovorg

GSA Sole Source Procurements - Alameda County Page lof2o Ala~~da co~ntys Offl~lal ~ebslte Skip County Banner 0 SHARE rJf l

~ go WoOFg i QUick links Citizens Business Seerch aegov IGO I Government Emergencies

GSA Home

Home

Introduction

AwardedClosed Contracts

Current Contracting Opportunltles

Arch 8 Engineering Construction

Sole Source Procurements

Goods 8 Services The contracts described below have been determined to comply with the County Sole Source Policy in ~flesrlonal Services that only a single source is available andor valid sole source exceptions to the competitive process

I-===----f exisl Upcoming ContractIng Opportunities

Arch amp Englnoaring Construction Goods amp Services ProfessIonal ServlceQ

Sole Source Procurements

Highland Project Contracts

AwardedClosedContracts CUlTent Contracting Opportunltles Upcoml Contracting

Contacts Teams

Vendor Info Vendor Guide Vendor Application (Online) Vendor Application

Public Works (PWA) Contracting Opportunities

CDA Construction Contracting Opportunities

StopWasteOrg

Advance NotIce of SoJe Source purchases are posted on-line for a minimum of five (Ii) business days prior to a contract being awarded For any additlonallnformatlon regarding contracts posted on thIs website please contact the appropriate parson listed below Thank you for your interest

Source Contract DescrIption

f1Ef1l Online Training Courses

f1I3JI Repair and Test fIre fighting ProtectiVe Clothing

Electro Shock Guns Cartridges BaHerlee amp Accessories

Estimate Award Date

120212011

11302011

111172011

Contact Person

Tudor S Mosu (510) 208-9614

Tudor S Mosu (510) 208-9614

Tudor S Mosu (510) 208-9614

mhtmIfilelICUserstmosuAppDataLocalMicrosoftWindowsTemporary Internet FilesContentOutlook1OYF6YPOGSA S 1210612011

Alameda County Auclttor-Controller Agencv Office of Contract Compliance OCC

FEDERAL GRANT FUNDS SMALL LOCAL EMERGING BUSINESS (SUI) WAIVER REQUEST

REQUIREDTOSOUCIT BlOSPROPOSALSAND AWARt)AMENO CONTRACTS THAT INCUJDe FtoERAl GRANT FUNDS THAT fROHI51l GIOORAPHICAl PREFERENCE)

mSfCDOfltcompr middot6 bbw and submit fhts form wlfh supporifng doclfrnentaion pecificolty stoHng that geographle preferences om bonnad fer the requetfed procurement to Tcmtnee TRlong Auditor Controller ace a QC 20111 or vIa email tot1Wlmf1lmn9_~99Uponapprovala fampdeKal Fundt WaNer number wm be I$SitEtd This numbM Is a mandatOf) field rGqooed tQ enter Q Procurement CollirUct In ALCOUMt ace wlJi mft-m upprovaill and denkds to tile Requesfing Depmtmem listed belew It IIIIftoI WQJvCW Is to $Cliett bids resubmlt c IOPY of the originally signed form Q nsed to tIWOrdlarYileM eo~ttI~ rlllquired addltlOlQllnfOOYlofl~l (3JiC bllliowl

1 Requasiing Department Ncme~_~~~9______ _~__________

A Contact First and Lost Nome~a~y Chen ___ _____ QiC 20203 __

8 Email Address~~~aOQCVmiddotorg ___ Phone Number ~~~~~ ____ 2 Procu~ement Oescriptlcm To p~asl an IB~~~tl0f~Jntonlln~ account) th~~lIIJr~~~

_IB~~~~gn~ pub~8 p~ate traini~gtpoundOUrses far saA Siaff _ CFOA No _9_~_5_5e___

3 1~~l9n~ checK aP2rgl~~~QY to fndrcqjg reason forYfaiver re9Y~______---

A 0 SoBd Bids with County Counsel approved modifled SlEB provlslons ___1___L__ ~

Wmvef Requeii ~ I=====================u____ t-__----i _101gt~r---------------- w 4 - bull _ IiT__ __ middot_-------1bull -- bullbull loW

IB II Award Contract wih COllnty COlJnSel OPPlOV(~ modifiampi SlES provIsions J IlL3 I W4livElf hquaat Delfs I

l ControctorNameCitYIM~IaClesett --~------------- iI Total Contract ValtJe $1499~O~ 5 3 fs i

L 3 fpoundlltroct S~ Date ~LJ~)2 U- COltmct End Dote=--zbJ~_IT1- - ~----- --~ -------- C 0 Contract Amendment --1_~J_ Also complete R 11 B2) and B 3) above WaWQr Req~Date

Dnme expiration Dote __~J1_ bull OMoo6Y Increase Amount $___~__~ ----~----~-- shy4 g Check here to in(iicate thai the FedefQ~ regulation Is ofialChed and speciflcally prohibits

geographical preferencs$ rrown he proc)r~met1 described above

Federal Re~Jutotlon NameNumber H~ltht~ S~~~L2~45ER~_~__~_

5 pound1 Che~~k here to lndicats that the Fedarar grant fundi are sub granted or PQssed through the State to the Couniy where State laws prohibit geogroph1cai preferences from the proctffemenf described obove and sub granf documerlts are aHached

State Regulation NomeNum r---=__

6 ---~~~~~~~gt-r--4-----n7io-y----shy r OClte

EPLS Search Results Page 1 of 1

Excluded Parties List System EPLS

Search Results Excluded By Firm Entity or Vessel International Business Machines Corporation

as of 14-Feb-2012 229 PM EST

Your search returned no results

httpsllwwweplsgoveplssearchdo full_name= Intemational+Business+Machines+Corpo 2142012

--------Contract No

ADDITIONAL PROVISIONS

1 Exhibit E COUNTY OF ALAMEDA CONTRACT COMPLIANCE REPORTING REQUIREMENTS - Not applicable Federal Grant Funds SLEB Waiver approved F308A (attached) Waiver of county competitive bidding requirement approved by GSA (Attached copy of the GSA memo dated on 125111)

2 The IBM Education Pack -online account Program is subject to the terms and conditions of the IBM Agreement for Courses and Education Materials which can be found by accessing the IBM Web site via ibmcomltraininglustermshtmL

3 US County Government Alameda County Social Services Agency Only For US County Government Alameda County Social Services Agency ordering from the IBM GSA IT Schedule Contract Number GS-35F-4984H The terms and conditions of the GSA IT Schedule Contract apply and may be viewed at wwwibmcomleasyaccessgsa

For US County Government Alameda County Social Services Agency placing orders other than via the GSA IT Schedule Contract Terms and conditions equivalent to those contained in IBMs current GSA IT Schedule Contract apply Terms of IBMs current GSA IT Schedule Contract prevail in the event of a conflict with the commercial terms

The following General Terms and Agreement shan be modified as follows

4 Section 1 is amended and restated in its entirety as follows

INDEPENDENT CONTRACTOR No relationship of employer and employee is created by this Agreement it being understood and agreed that Contractor is an independent contractor Contractor is not the agent or employee of the County in any capacity whatsoever and County shall not be liable for any acts or omissions by Contractor nor for any obligations or ~iabilities incurred by Contractor

Contractor shall have no claim under this Agreement or otherwise for seniority vacation time vacation pay sick leave personal time off overtime health insurance medical care hospital care retirement benefits social security disability Workers Compensation or unemployment insurance benefits civil service protection or employee benefits of any kind

Contractor shall be solely liable for and obligated to pay directly all applicable payroll taxes (including federal and state income taxes) or contributions for unemployment insurance or old age pensions or annuities which are imposed by any governmental entity in connection with the labor used or which are measured by wages salaries or other remuneration paid to its officers agents or employees

I t

I (

f

I I t

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180f33

--------Contract No

In carrying out the work contemplated herein Contractor shall comply with all applicable federal and state workers compensation and liability laws and regulations with respect to the officers agents andor employees conducting and participating in the work and agrees that such officers agents andor employees will be considered as independent contractors and shall not be treated or considered in any way as officers agents andor employees of County

Contractor does by this Agreement agree to perfonn hislher said work and functions at all times in accordance with currently approved methods and practices in hislher field and that the sole interest of County is to insure that said service shall be perfonned and rendered in accordance with the Agreement

Notwithstanding the foregoing if the County detennines that pursuant to state and federal law Contractor is an employee for purposes of income tax withholding County may upon two weeks notice to Contractor withhold from payments to Contractor hereunder federal and state income taxes and pay said sums to the federal and state governments

5 Section 2 is amended and restated in its entirety as follows

INDEfYINIFICATION Contractor shall hold hannless and indemnifY the County of Alameda by defending the County of Alameda its Board of Supervisors employees and agents from and against any and all third party claims for damages on account of bodily injury (including death) or damage to real property or tangible personal property for which Contractor is legally liable to that third party and pay all costs damages and attorneys fees that a court finally awards or that are included in a settlement approved by Contractor provided that the County shall promptly notifY Contractor in writing of the claim and allow Contractor to control the defense and will cooperate with the Contractor in the defense and any related settlement negotiations The County may participate in the defense of any such claim at its own expense without relieving Contractor of any obligation hereunder

6 Section 6(a) is amended and restated in its entirety as follows

CONFORMITY WITH LAW AND SAFETY

a In perfonning services under this Agreement Contractor shall observe and comply with all laws ordinances codes and regulations of governmental agencies including federal state municipal and local governing bodies applicable to Contractor as a provider of infonnation technology products and services including all applicable provisions of the California Occupational Safety and Health Act

190f33

--------Contract No

7 Section 10 is amended and restated in its entirety as follows

TAXES Payment of all applicable federal state and local taxes excluding those based on Contractors net income shall be the sole responsibility of the County unless proper exemption documentation is provided to the Contractor

8 Section 11 is amended and restated in its entirety as follows

OWNERSHIP OF DOCUMENTS Ownership of any Materials provided under this Agreement shall be as provided for in the Additional Provisions

9 Section 12 is amended and restated in its entirety as follows

CONFLICT OF INTEREST CONFIDENTIALITY The Contractor covenants that to the best of its knowledge and belief it presently has no interest and shall not have any interest direct or indirect which would conflict in any manner with the performance of services required under this Agreement Without limitation Contractor represents to and agrees with the County that Contractor has no present and will have no future conflict of interest between providing the County services hereunder and any other person or entity (including but not limited to any federal or state wildlife environmental or regulatory agency) which has any interest adverse or potentially adverse to the County as determined in the reasonable judgment of the Board of Supervisors of the County

10 Section 15( c) is amended and restated in its entirety as follows

c If requested to do so by the County Contractor shall provide the County with access to copies of all of its records pertaining or relating to its employment practices except to the extent such records or portions of such records are confidential or privileged under state or federal law andor in accordance with Contractors policies andor procedures

11 Section 16 is amended and restated in its entirety as follows

DRUG-FREE WORKPLACE Contractor and Contractors employees shall comply with the Countys policy ofmaintaining a drug-free workplace Neither Contractor nor Contractors employees shall unlawfully manufacture distribute dispense possess or use controlled substances as defined in 21 US Code sect 812 including but not limited to marijuana heroin cocaine and amphetamines at any County facility or work site If Contractor or any employee of Contractor is convicted or pleads nolo contendere to a criminal drug statute violation occurring at a County facility or work site the Contractor within five days thereafter shall notify the head of the County departmentagency for which the contract services are performed

200f33

Contract No ________

12 Section 17 is amended and restated in its entirety as follows

AUDITS ACCESS TO RECORDS The Contractor shall make available to the County its authorized agents officers or employees for examination any and all project records evidencing or relating to the expenditures and disbursements charged to the County and shall furnish to the County its authorized agents officers or employees such other evidence or information as the County may require with regard to any such expenditure or disbursement charged by the Contractor

If such project records are not kept and maintained by Contractor within the County of Alameda California Contractor shall upon request of the County makesuch project records available to the County for inspection at a location within County Contractor shall provide such assistance as may be reasonably required in the course of such inspection The County further reserves the right to examine and reexamine said project records during the three (3) year period following termination of this Agreement or completion of all work hereunder and the Contractor shall in no event dispose of destroy alter or mutilate said project records whatsoever for three (3) years after the County makes the final or last payment or within three (3) years after any pending issues between the County and Contractor with respect to this Agreement are closed whichever is later Notwithstanding anything else contained herein as in regards to this project in no event shall Contractor provide any confidential financial information including but not limited to cost or pricing methodologies overheads profit margins internal audit results or employee records

13 Section 18 is deleted in its entirety

14 Section 20 is amended and restated in its entirety as follows

TERMINATION The County has and reserves the right to terminate or abandon the execution of any work by the Contractor without cause at any time upon giving to the Contractor thirty (30) days prior written notice In the event that the County should terminate the Contractors work the Contractor shall be entitled to payment for services provided hereunder prior to the effective date of said termination Said payment shall be computed in accordance with Exhibit B hereto provided that the maximum amount payable to Contractor for its IBM Education Pack Services shall not exceed $14994000 payment for services provided hereunder prior to the effective date of said termination

210f33

--------Contract No

15 Section 22 is deleted in its entirety IBM does not anticipate any hiring with this education effort based upon IBMs global HR policies and procedures

16 Section 30 is amended and restated in its entirety as follows

SUBCONTRACTINGASSIGNMENT Contractor shall not subcontract assign or delegate any portion of this Agreement or any duties or obligations hereunder without providing the County with prior written notification

a Neither party shall on the basis of this Agreement contract on behalf of or in the name of the other party Any agreement that violates this Section shall confer no rights on any party and shall be null and void

b Contractor shall remain fully responsible for compliance by its subcontractors with all the terms of this Agreement in the performance of the services by such subcontractors regardless of the terms of any agreement between Contractor and its subcontractors

17 Section 33 PATENT AND COpy INDEMNITY is deleted in its entirety and will be governed by the terms and conditions as stated in APPENDIX A IBM Education Pack online account

County Counsel Signature ~ b ~)lto

220f33

Contract No ________

EXIDBITA DEFINITION OF SERVICES

Project IBM Education Pack - online account

Service The contractor will set up an IBM Education Pack - online account for Alameda County Social Services Agency A total value offering of $17640000 to be placed immediately in the IBM Education Pack - online account for a price of$14994000

bull Alameda County Social Services Agency will use the IBM Education Pack - online account discounted dollars to purchase IBM Training public and private courses IBM Technical Conferences designated by IBM Training and offered in the United States IBM Training self paced virtual classes at the regular retail price in effect at the time ofeach such purchase The account is available for use to train any employee of the Alameda County Social Services Agency These dollars can not be used in combination with any other discounts promotions or separately negotiated special rates (Refer to Appendix A - IBM Education Pack -online account Terms and Conditions)

bull IBM will invoice Alameda County Social Services Agency upon signing ofthis Agreement Information will be supplied identifying a user id and password for monitoring the online account Invoices are due in accordance with Exhibit B

bull This account is valid for twelve (12) months from the date it is first activated on 31112 The requested start date may be no later than sixty (60) days from the signing ofthis Agreement Any remaining balance at the end oftwelve (12) months will expire and is non-refundable

230f33

Contract No ________

APPENDIX A

IBM Education Pack -online account

Terms and conditions

Alameda County Social Services Agency is entitled to the discounting as described below

IBM Education Pack -online account -general terms and conditions

The ffiM Education Pack -online account is an electronic account you fund with training dollars to be used for ffiM Training offerings The account offers two options for funding which are $100 increments and preset amounts

Precision paymentplan with flexible levels in $JOO increments Value of 5100 increments Your Savings USD 52500 -59900 25-99 0010 USD 510000 -524~00 100 -249 5 USD 525000 -549900 250 -499 10010 USD 550000 -599~00 500 -999 11 USD 5100000 + 1000+ 12

Pre-set amOlmts are available in packages Value Your Price Your Savings USD52500 USD $2500 0010 USD 510000 USD $9500 5 USD525OOO USD22500 10 USDS50000 USD $44500 11 USD 5100000 USD $88000 12

1 The ffiM Education Pack -online account training dollars are valid for 12 months and are nonshyrefundable The ffiM Education Pack -online account can be used by one or more individuals in your organization

2 The ffiM Education Pack online account is valid for 12 months and extensions are prohibited 3 The activation date for the ffiM Education Pack -online account is the date ffiM Training receives the

application and billing information unless an alternate activation date is requested at the time the application is submitted An activation date of up to 60 days from the date of the application may be selected if indicated on the initial order form

4 The ffiM Education Pack -online account can be used for ffiM public courses private on-site courses instructor mentoring and most conferences designated by ffiM Training and offered in the US The ffiM Education Pack -online account may also be used for most ffiM e-Iearning designated by ffiM Training When using the ffiM Education Pack -online account to pay for a private onsite class you may use the training dollar vouchers for the class tuition instructor travel and living equipment and classroom rentals if applicable

5 When using the ffiM Education Pack online account to pay for a conference the funds may be used for conference tuition and some associated education sessions designated by ffiM Training

6 The ffiM Education Pack - online account cannot be used for classes or conferences which occur beyond the expiration date of the account funds The funds must be valid on the first day of the class or

240f33

Contract No _________

conference regardless of the date ofyour enrollment 7 Certain IBM Training courses may be excluded from this program To determine which IBM Training

courses are eligible for the program and which are excluded access our online catalog via the World Wide Web at ibncQmtrainingus to view IBM Training public course descriptions and conference scheduJes or contact 1800-IBM-TEACH (1-800-426-8322)

8 You must enroll in each individual course or conference prior to attending All enrollments in courses or conferences are subject to availability Enrollments and purchases must be guaranteed by an alternate method ofpayment You must check the IBM Education Pack online account box on the enrollment form Ifyou enroll by phone you must indicate you are using IBM Education Pack - online account funds to properly flag your enrollment record

9 To use your IBM Education Pack -online account funds you must debit your account PRIOR to the start ofthe course or conference by creating a voucher and submitting it online Each account voucher must be completed with Alameda County Social Services Agency number Alameda County Social Services Agency name and offering identification You must create a unique voucher for each individual enrollment or offering you purchase

10 The purchase of an IBM Education Pack -online account does not guarantee that a class will be held in a specific location

11 Ifyour enrollment status changes due to any cancellations you must access your IBM Education Pack online account and void applicable vouchers to return unused funds to your account balance The IBM Education Pack online account will not automatically update

12 The IBM Education Pack -online account is password protected IBM Training is not responsible for the misuse ofIBM Education Pack -online accounts

B Once the IBM Education Pack -online account is debited by creating a voucher for the offering your invoice will be credited for the value submitted up to 100010 of the course or conference tuition or other valid offering purchased If the amount of the created voucher from the IBM Education Pack-online account does not cover the entire tuition of the eligible IBM Training offering you will be billed the difference Ifyour IBM Education Pack -online account is not debited a bill for the offering will be sent

14 IBM Education Pack -online account cannot be used to pay for offerings that have already been billed or applied to previously taken courses

15 Once the IBM Education Pack -online account has been debited training dollars cannot be reapplied to the IBM Education Pack -online account

16 IBM Education Pack -online account training dollars cannot be combined with any other discounts offers programs coupons or promotions

17 IBM Education Pack -online account training dollars cannot be used to purchase additional IBM Education Packs -online accounts or other discount offerings

18 The No-Show and Cancellation policies apply and a bill for the full course or conference tuition will be sent if a student fails to attend or to cancel within the required period for a course or conference To use IBM Education Pack -online account training dollars to pay a No-Show or late cancellation bill send an e-mail to edpack(ZVusibmcom for processing instructions

19 IBM Education Pack -online account cannot be used to pay for IBM Training services engagements 20 Prices ofthis program and eligible offerings are subject to change without notice 21 Course and conference schedules are subject to change without notice 22 The IBM Education Pack -online account can only be resold by authorized IBM Business Partners

250f33

Contract No _________

Terms and conditions

IBM agreementor courses and education nuderitds

CUITent as of 01 Jan 2011

The following terms apply to I) enrollment in classes offered by ffiM and 2) orders for ffiMs education materials These tenus along with any applicable license agreement are the complete agreement between us regarding the courses or education materials we provide and replace any prior oral or written communications between us Attendance at a class or your use of any education materials constitutes your agreement to these tenus and conditions Occasionally we have offerings with additional or different terms and conditions If so we will provide those terms and conditions to you For example conference tenus and conditions are outlined in the conference registration section of the conference website or in the conference brochure for the event

Coulses and education mateais

We list our generally available courses and education materials in various IDM Catalogs ofEducation (Catalog) which we publish from time to time We may add or withdraw courses and education materials at any time without notice

Scheduling dasses

We will specify the dates of public classes Private or on-site classes will be scheduled by mutual agreement We may cancel any scheduled class on notice If we cancel a class for which you have prepaid we will refund the price you paid

Accommodations for students with disabilities

IDM locations are accessible for students with disabilities If reasonable accommodations are required for an individual with a disability please advise IDM of the accommodations in advance

Pces and payment

Prices for public classes will be those in effect on the date the class begins Prices include the use of required education materials and machines They do not include taxes or student travel and living expenses IDM reserves the right to increase prices at any time without prior notification Prices for private or on-site classes will be established based on your requirements Additional charges may apply such as instructor travel and living expenses facilities and remote lab support You agree to pay amounts due including applicable taxes and any late payment fees as we specify in the invoice Conference cancellation charges will be specified on the conference website or in the conference brochure for the event

Cancellation charges

Effective January 1 2011

You will be charged the full price of a public class ifyou do not cancel or reschedule your enrollment at least fourteen calendar days prior to the scheduled start date or ifyou do not show up for the class

260f33

Contract No _________

However you may cancel your class enrollment at any time within the three days following your initial or any rescheduled enrollment date without charge

Ifyou cancel a private or on-site class within seven calendar days prior to the scheduled start date you will be billed the full price ofthe class ifyou cancel between eight and fifteen calendar days prior to the scheduled start date you will be billed 25 of the full price and ifyou cancel between sixteen and twentyshyone calendar days prior to the scheduled start date you will be billed lOO of the full price Cancellation of a private or on-site class more than twenty-one calendar days prior to the scheduled start date may be made without charge

Conference cancellation charges will be specified on the conference Web site or in the conference brochure for the event

Self-Paced Virtual Oasses and Web-Based Training Classes

You may not cancel once you submit an order for a Self-Paced Virtual Class or a Web-Based Training Class Once you submit the order you are responsible to pay the entire course price

Online Enrollment Before you submit your order review the machine requirements listed in the course description to ensure that your system meets the minimum requirements for this course After you submit the on-line order form you should receive a confirmation e-mail with communication about your ID and password and additional instructions to start the course You are billed for the course when you submit the order form

Once you receive your ID and Password you will be given a period of time to complete the course Please refer to the course description for specifics regarding your registered course ONCE YOU SUBMIT YOUR ORDER WE WILL NOT BE ABLE TO CANCEL THE ORDER

Patents and copyrights

Ifa third party claims that the education materials we provide to you infringe that partys patent or copyright we will defend you against that claim at our expense and pay all costs damages and attorneys fees that a court finally awards provided that you

1 promptly notify us in writing of the claim and 2 allow us to controL and cooperate with us in the defense and any related settlement negotiations

Ifsuch a claim is made or appears likely to be made you agree to permit us to enable you to continue to use the education materials or to modify or replace them Ifwe determine that none of these alternatives is reasonably available you agree to return the education materials to us on our written request We will then give you an appropriate credit for the returned materials

This is our entire ob1igation to you regarding any claim of infringement

We have no obligation regarding any claim based on your modification of education materials

27of33

Contract No ________

limitation of liability

Circumstances may arise where because of a default on our part or other liability you are entitled to recover damages from us In each such instance except for the payments referred to in our patent and copyright terms described above and damages for bodily injury (including death) and damage to real property and tangible personal property for which mM is legally Hable we are liable only for the charges for the class or education material that is the subject of the claim

This limit also applies to any ofour subcontractors It is the maximum for which we are collectively responsible

Items for which we are not liable Under no circumstances are we or our subcontractors liable for any of the following

] third-party claims against you for losses or damages (except as described above in the section entitled Patents and Copyrights and damages for bodily injury (including death) and damage to real property and tangible personal property for which mM is legally liable)

2 loss of or damage to your records or data or 3 special incidental or indirect damages or for any economic consequential damages (including lost

profits or savings) even ifwe are informed oftheir possibility

license

Any machine readable education materials that we provide to you will be subject to the terms and conditions ofa license agreement We will inform you of the applicable agreement

Warranty

THERE ARE NO EXPRESS WARRANTIES EXCEPT THOSE CONTAINED HEREIN OR IN ANY APPUCABLE UCENSE AGREEMENT THERE ARE NO IMPUED WARRANTIES INCLUDING BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE WE MAKE NO WARRANTY AS TO RESULTS TO BE ATTAINED BY ATTENDING OUR CLASSES OR USING OUR EDUCATION MATERIALS

Changes to this agreement

We may modifY these terms and conditions on written notice The modified terms and conditions will apply to your enrollment or order unless you cancel such enrollment or order prior to the effective date Otherwise for a change to be valid both of us must sign it Additional or different terms and conditions in any order or communication from you are void

General

bull You agree not to copy our copyrighted material without our prior written consent bull You agree not to use recording equipment in our classes without our prior written consent bull You agree not to use our trademarks trade names or other designations in any promotion or publication without our prior written consent bull You agree not to assign or otherwise transfer your rights under this Agreement without our prior

28of33

Contract No ________

written consent Any attempt to do so is void bull Neither of us is responsible for failure to fulfill any obligations due to causes beyond its control bull Neither ofus will bring a legal action (under this Agreement) more than two years after the cause of action arose bull Any terms of this Agreement which by their nature extend beyond its termination remain in effect until fulfilled and apply to respective successors and assignees

290f33

Contract No ________

EXHIBITB PAYMENT TERMS

1 The tenn ofthis Agreement is March 1 2012 through March 31 2013

2 Total payment under the tenns of this Agreement will not exceed the total amount of $14994000 This cost includes all taxes and all other charges

3 Invoices to County are due upon receipt of invoice and payable within thirty (30) days from receipt of invoice

The contractor will set up an mM Education Pack - online account for Alameda County Social Services Agency A total value offering of $1 7640000 to be placed immediately in the mM Education Pack - online account for a price of $14994000

4 Invoices will be approved by the Alameda County Social Services Agency Contract Liaison

5 Contractor shall submit invoice as required to

Alameda county Social Services Agency 2000 San Pablo Ave 4th floor

Oakland CA 94612 Attn Jerome Graham

300f33

C

EXHIBITC COUNTY OF ALAMEDA MINIMUM INSURANCE REQUIREMENTS

Wi1hout limiting MY other obligation or liabilily under this Agreement he Contractor at its sole rost and expense shall secure and keep in force he entire term of he as be he insuranre limits and endorsements

Commercial General Uability Premises Liability Products and Completed Operations Contractual

Personal and liabi B Commercial or Business Automobile Liability

All owned vehicles hired or leased vehicles non-owned borrowed and permissive uses Personal Automobile Liability is acceptable for individual contractors with no related activities Workers Compensation (WC) and Employers Uability (EL)

for all contractors with eml)Jovees

o Endorsements and Conditions

$1000000 per occurrence (CSl) Bodily Injury and Property Damage

$1000000 per occurrence (CSL) My Auto Bodily Injury and Property Damage

or disease

1 ADDmONAL INSURED All insurance required above with the exception of Personal Automobile LiabilityI Workers Compensation and Employers Liability shall be endorsed to name as additional insured County of Alameda its Board of SUpervisors the individual members thereof and all County officers agents employees and representatives

2 DURATION OF COVERAGE All required insurance shall be maintained during the entire term of the Agreement with the following exception Insurance policies and coverage(s) written on aclaims-made basis shall be maintained during the entire term of the Agreement and until 1year following expiration of the Agreemen~ as long as such coverage remains commercially available in the market place

3 REDUCTION OR UMIT OF OBLIGATION The insurance policies provided for in Aand Babove shall be primary and non contributory only with respect to liability arising out of this Agreement Pursuant to the provisions of this Agreement insurance effected or procured by the Contractor shall not reduce or limit Contractors contractual obligation to indemnify and defend the Indemnified Parties

4 INSURER ANANCIAL RAnNG Insurance shall be maintained through an insurer with aAM Best Rating of no less than AshyVlI or equivalen~ and shall be admitted to the State of California unless otherwise waived by Risk Management Acceptance of Contractors insurance by County shall not relieve or decrease the liability of Contractor hereunder My deductible or selfshyinsured retention amount or other similar obligation under the policies shall be the sole responsibility of the Contractor

S SUBCONTRACTORS Contractor shall include all subcontractors as an insured (covered party) under its policies or shall furnish separate certificates and endorsements for each subcontractor All coverages for subcontractors shall be subject to all of the requirements stated herein

6 JOINT VENTURES If Contractor is an association partnership or other joint business venture required insurance shall be provided by anyone of the following methods

- Separate insurance policies issued for each individual entity with each entity included as aNamed Insured (covered party) or at minimum named as an Additional Insured on the others policies Joint insurance program with the association partnership or other joint business venture included as a Named Insured

7 CANCELLATION OF INSURANCE Should any of the above described policies be cancelled before the expiration date thereof notice will be delivered in accordance with the policy provisions

8 CERTIACATE OF INSURANCE Before commencing operations under this Agreemen~ Contractor shall provide Certificate(s) of Insurance and applicable insurance endorsements in form and satisfactory to County evidencing that all required insurance coverage is in effect The County reserves the rights to require the Contractor to provide complete certified copies of all required insurance policies The require certificate(s) and endorsements must be sent to

- DepartmentAgency issuing the contract With acopy to the Contracts Office (2000 San Pablo Ave 4th floor Oakland CA 94612)

Certificate C-1 Form 2001-1

31of33

________________________________ _

Contract No ________

EXHIBITD

COUNTY OF ALAMEDA DEBARMENT AND SUSPENSION CERTIFICATION

(Applicable to all agreements funded in part or whole with federal funds and contracts over $25000)

The contractor under penalty of perjury certifies that except as noted below contractor its principals and any named and unnamed subcontractor

bull Is not currently under suspension debarment voluntary exclusion or

determination of ineligibility by any federal agency

bull Has not been suspended debarred voluntarily excluded or determined

ineligible by any federal agency within the past three years

bull Does not have a proposed debarment pending and

bull Has not been indicted convicted or had a civil judgment rendered against it by

a court of competent jurisdiction in any matter involving fraud or official

misconduct within the past three years

If there are any exceptions to this certification insert the exceptions in the following space

Exceptions will not necessarily result in denial of award but will be considered in determining contractor responsibility For any exception noted above indicate belOw to whom it applies initiating agency and dates of action

Notes Providing false information may result in criminal prosecution or administrative sanctions The above certification is part of the Standard Services Agreement Signing this Standard Services Agreement on the signature portion thereof shall also constitute signature of this Certification

CONTRACTOR __~~__L-

PRINCIPAL~~---ll-I-L-_o_--GlI_V__f___ TITLE~~)(UltJ~ltCJJ St(

SIGNATURE~-+-----=----____ DATEcl ~ (jJ~

32of33

Contract No _______

EXHmITE

COUNTY OF ALAMEDA CONTRACT COMPLIANCE REPORTING REQUIREMENTS

Upon receipt of signed contract documents prime contractor shall immediately enterassign subcontractors in the Syste~ confum payments received from the County within 5 business days in the Syste~ immediately enter payments made to subcontractors and ensure that subcontractors confirm they received payments within 5 business days in the System Subcontractors shall confirm their payments received from the prime contractor within 5 business days in the System

Alameda County Contract Compliance System training and ongoing support are provided at no charge to contractors and participating sub-contractors awarded a contract as a result of this bid process for this project Contractors having contracts with the County should schedule a representative from their officecompany along with each of their subcontractors to attend training The training schedule may be viewed online at httpwwwelationsyscomelatiollsysisupport lhtm or call Elation Systems at (510) 764shy1870 A special access code will be provided to contractors and subcontractors participating in this contract awarded to allow use of the System free of charge

It is the Contractors responsibility to ensure that they and their subcontractors are registered and trained as required to utilize the Alameda County Contract Compliance System Training sessions are approximately one hour and will be held periodically in a number of locations throughout Alameda COWlty

330f33

DATE MDDIYYYYCERTIFICATE OF LIABILITY INSURANCE 211012012

THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMA11ON ONLY AND CONFERS NO RIGHTS UPON TtE CERTFICATE HOLDER THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND EXTEND OR AtTER THE COVERAGE AFFORDED BY THE POUCIES BELOW THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BElWEEN THE ISSUING INSURER(S) AUTHORIZED REPRESENTATIVE OR PRODUCER AND TtE CERTIFICATE HOLDER

IMPORTANT If the certificate holder is an ADDmONAL INSURED the policy(ies) must be endorsed If SUBROGATION IS WAIVED subject to the terms and conditions ofthe policy certain policies may require an endorsement A statement on this certificate does not confer rights to the certificate holder in lieu of such enciorseme s

PROOUCER

Aon Risk Services Northeast Inc 199 Water Street New York NY 10038 Phone 8662667475 Fax 8664677847 AFFORDING COVERAGE HAIC INSURED COMPANY A ACE American Insurance Company

lnIemationaI Business -4achines Corp amp My Other Subsidiary Corp Owned 01 ConIrDlled by the Insured 1 New Orohan Road Armonk NY 10504 United Slates

INSUR

COVERAGES CERllFICATE NUMBER154795 REVISION NUMBER THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED NOTWITHSTANDING ANY REQUIREMENT TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO VllHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS EXCLUSIONS AND CONDITIONS OF SUCH POLICIES LlMrTS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS

INSR (fiUCf EFF POUCfEXPLTR TYPE OF INSURANCE POLICY NUMBER til UMITS

A GENERAL UABIUTY HDOG25529236 5212011 1512112012 EACH OCCURRENCE $1OQMQQ--shy~~ X COMMERCIAl GENERAl LIABILITY PREMISE$Ea ~~ncel 11000 000 = CLAIUS-MAOE [KJ OCCUR UED EXP (Anyone person) S2500000

- I PERSONAl amp ArN INJURY $1000000-

-- ~GENERAL AGGREGotTE $1000000

~L AGGREr9L1MIT ArPER i PROOUCTS-COMP~AGG $1000000

POLICY ~ LOG I i A AUlOIIOBILE UABlUlY ISAH08635948 51212011 51212012 COMBINED SINGLE LIMIT

51000000---shy (Eaarridentll2t ANY AUTO BOOIL Y INJURY (Per personl ALL OWNEO AUTOS f-shy

- ~LY INJURY (Peracddenl) SCHEDULED AUTOS PROPERTY DAMAGE-

- HIREOAUTOS i(Per_) r-middotmiddotmiddotmiddotmiddot

--shy ~AUTOS

I I UlIBRElILA UAB

I

Irl OCCUR i EACH OCCURRENCE

~

EXCESSUAS ~~ CLAIMS-MAOE AGGREGATE

- DEDUCTIBlE

IRETEImON $ WORIltERS COIIPENSA11ON i I~~Ullis I IdegJrANDEMPLOYERSUABUTY YIN shy

ANY PROPRIETORiPARTNERIEXECUTlVE D NIA

I

EL EACH ACCIDENT OFFlCERMEIBIR EXaUOED

I EL DISEASE - EA EMPLOYEE m(MIndaIoIy In NHI

~~~~~TIONSbel i EL OISEASEmiddot POLICY LIMIT

i i I I DESCRIP110N OF OPERATION$ LOCATION$I YEHlCLES Aflach ACORD 101 AcldiUoMlRemrb $chedm is ngtqulroocl)

Please see page 2 for any additional language

CERllFICATE HOLDER CANCELLAllON

Alameda County Department of Social Services 2000 San Pablo Ave Oakland CA 94612 United States

SHOULD ANY OF 1ME ABOVE DESCRIBED POLICIES BE CANCE1lED BEFORE lHE EXPlRA110N DATE lHEREOF NOnce WILL BE DElNERED IN ACCORDANCe WFTH lHE POLICY PROVISIONS

I

AUTHORIZED REPRESENTAlIYE

AuIhcfized ReJgtresenlatve ~_yen~ ~~~~~bullw __ J_ PIaI Risk SenIkes NonheasI Inc

ISgt 1988-2009 ACORD CORPORATION AI righIs reserved

ACORD 25 (2009101 The ACORD name and logo are registered marks ofACORD Page 1 of2

ADDITIONAL REMARKS SCHEDULE AGENCY

Aon Risk Services Northeast Inc 199 Water Street New York NY 10038 Phone 8662667475 Fax 8664677847

NAIlED INSURED IntemaUonal Business Machines CoIp amp Ally Other SubsidiaIy CoIp Owned Of Contro8ed by lIle Insured 1 New Ordlard Road Armonk NY 10504 United Slates

EFFECTIVE DATE

ADDITIONAL REMARKS

THIS ADDITIONAL REMARKS FORM IS A SCHEDULE TO ACORD FORM

FORM NUMBER 25 FORM TITLE CERTIFICATE OF LIABILITY INSURANCE

[Alameda County Department of SOcial Services County of Alameda its Board of SUpervisors the individual members hereof and all County officers agents employees and representatives are hereby named as additional insureds on

General Liability policies but only to the extent that their interest may appear

Additional Language The insurance coverage provided for herein shall be primary and non contributory only wi1h respect to liabHity arising out of this Agreement with respect to liabHity arising out of IBMs negligence and as respects this contract only

Project IBM Education Pack Services

If there is a question regarding this certificate please contact Edward DiNardo (Email dinardoeusibmcom Phone 916-567-2922)

~ operations incidental to the conduct of insureds business in the United States of America

ACORD 101 (2008101) 2008 ACORD CORPORA nON All rights reserved The ACORD name and logo are registered marks of ACORD

Page 20f2

tC~RiJ CERTIFICATE OF LIABILITY INSURANCE I DlTE 1I1IfDOIYYYY)

21102012

THIS CERnFICATE IS ISSUED AS A MATTER OF INFORMA nON ONLY AND CONFERS NO RIGHTS UPON TIE CERTIFICATE HOLDER THIS CERnFICATE DOES NOT AFFlRMAnvaY OR NEGAnVELY AMEND EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POUCIES BELOW THIS CERnFICATE OF INSURANCE DOES NOT CONSTITUlE A CONTRACT BETWEEN THE ISSUING INSURER(S) AUTHORIZED REPRESENTAnVE OR PRODUCER AND TIE CERTIFICATE HOLDER

IMPORTANT Iftlle certifieate holder is an ADDITIONAL INSURED the policy(ies) must be endorsed If SUBROGAnON IS WAIVED subject to the terms and conditions of the policy certain policies may require an endorsement A statement on this certifICate does not confer rights to the certificate holder in lieu of such endorsement(s)

PRODUCER =~NT Aon Risk Services Northeast Inc 1pound Ir~No)199 Water Street New York NY 10038 Phone 8662667475 Fax 8664677847 INSURER(S) AFFORDING COIlERAGE HAIC

INSURED COMPNff A liberty Insurance Corporal

International Business Madlines CoqJ COMNoIY B liberty MulJaIII1SUrIIIIlt8 CcrIyengtany 1 New Ord1ard Road COMNoIY Co National Union Fino ance Company d 1IIIsbtJrgh PA Amlonk NY 10504 United Stales

COVERAGES CERT1FICATE NUMBER154796 REVISION NUMBER- THIS IS TO CERTIFY THAT THE POlICIES OF INSURANCE LISTED BEleW HAVE BEEN ISSueD TO THE INSUREO NAMED ABOVE FOR THE POlICY PERIOD INDICATED NOTWITHSTANDING ANY REQUIREMENT TERM OR CONDITION OF ANY COOTRACT OR OTHER DOCUMENT 1MTH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN THE INSURANCE AFFORDEO BY THE POLICIES DESCRIBEO HEREIN IS SUBJECT TO ALL THE TERMS EXCLUSIONS AND CONDITIONS OF SUCH POliCIES LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID ClAIMS

11tf TYPE OF INSURANCE IIHSR IWVD POLICY NIMIIER ~1fgtUCYEXP UIlITS

GENERAl UAaUlY I EACH OCCURRENCE

COMMERCIAL GENERAl LiABlLI1Y ~~~e~~nce) CLAIMS-MADE D OCCUR MED EXP (Anyone fgten)

PERSONAl amp AlN INJURY

GENERAl AGGREGATE

ESPER ~CT5 - calpop AGG

nLOC AIlOIIOIlILE UAaUlY COMBINED SINGLE LIMIT - (Ea 8Cdde1t)

ANY AUTO BOOI L Y INJURY (Per fgte11lOt)-shy

ALL OWNED AUTOS BODILY INJURY (Per accident)-

- SCHEDULED AUTOS PROPERTY DAMAGE

HIRED AUTOS (Per accident) -

NON-OWNED AUTOS - ~

UIIBRELlA UAB HOCCUR

EACH OCCURRENCE-EXCESSUAB CLAIMS-MADE AGGREGATE

---- DEDUCTIBLE

A WORKERS COIIPENSAllON WA7-6I)()0415ef4Z AOSPRNYlshy 11112012 1III2OIa X I T~~JWs I IO~A AND EMPLOYERS UAaUlY WA7-62D-laquol41SHi12 IYil 11112012 11112013 A YIM WC1~I-ltIOU5amp-I52 (OR WI) 11112012 11112013 $100000A ANY PROIRIETORIPARTNERlEXECUTIVE ~

MIA ~1_ExaNOHl 11112012 11112013 EL EACH ACCIDENT OFACERIMEI4BER EXClUDEDI (Mandatory In NKI

BH2HIC14158-1M2(V1) 11112012 11112013 EL DISEASE- EA EMPLOYEE $1ooampQQc 83-118922 a-) 11112012 IttrlO13

bull ~~~OPERATIONSIlet_ EL DISEASE POliCY LIMIT $100000

bull

DESCRIPllON OF OPERATIONS I LOCAnONS I VEHICLES (Attech ACORD 101 MdIlloMI Renlarlc8lchedule r mono fMICI Is required)

bullbull Includes EL coverage for monopolistic states NO PR WA WY

Please see page 2 for any additional language

CERT1FICATE HOLDER CANCELLATlON

Alameda County Department of Social Services 2000 San Pablo Ave Oakland CA 94612 United States

SHOULD Atlaquo OF THE ABOVE DESCRI8ED POUCIES BE CANCELLED BEFORE THE EXPIRATION DATE 1lIEREOF NOTICE WILL BE DELIVERED IN ACCORDANCE WrrH THE POLICY PROVISIONS

I

AUTHOIIZED REPRESEHTA1IYE

IIiutJori2od ~ smiddot~ _~4-~(~--w ___ --~~ -~kin Risk SeNices Nor1heast Inc

copy 1881-2009 ACORD CORPORA TlON An nghts reserved ACORD 26 (2009109) The ACORD name and logo are registered marks ofACORD

Page 1 of 2

ADDITIONAL REMARKS SCHEDULE AGENCY

ADo Risk Services Northeast Inc 199 Water Street New York NY 10038 Phone 8662667475 Fax 8664677847

NAIlED INSURED International Business Machines Corp 1 New Onhani Road Armonk NY 10504 United states

EFFECTIVE MTE

ADDmONAL REMARKS

THIS ADDITIONAL REMARKS FORM IS A SCHEDULE TO ACORD FORM

FORM NUMBER 25 FORM 11TLE CERTIFICATE OF LIABILITY INSURANCE

Project IBM Education Pack Services

Ifthere is a question regarding this certificate please contact Edward DiNardo (Email dinardoeusibmcom Phone 916-567-2922)

All operations incidental to the conduct of insureds business in the United States of America

ACORD 101 (2008101) C 2008 ACORD CORPORATION All rights reserved The ACORD name and logo are registered mal1ls of ACORD

Page 20f2

AKl K NAKAO Director

G~-r)ipDecember 5 2011

DEC 08 lOl1 TO Caroline Judy Assistant Direltltor GSA

RECE~vED FROM Tudor S Mosu Procurement Specialist n

SUBJECf Finding ofNon-Competition bull Sote Source 2084 Purchase from International Business Machines Corp Sacramento CA

This is to document my finding that competitive bidding is not possible for the purchase ofall IBM Education Pack in tho amount oUI 4994000 for the Social Services Agency (SSA) Infonnation Systems Department and therefore the Departmental Justification to Request a Waiver ofCounty Competitive Bidding Requirement copy attached is approved

In accordance with the County Administrative Code Section 412010 entitled UPurchases to be by Competitive Quotation all purchases of and contracts for materials supplies services fwnishings equipment livestock and other personal property shall be based wherever possible on competitive quotations

I have reviewed and researched the product and marketplace Based on my research ofthe departmental justifi~tion and internet I have detennined the requested product and supplier cannot be substituted and satisfy the Countys requirements International Business Machines Corp (IBM) is the only vendor capable to provide an online account to be used for IBM private courses at SSA on WM business intelligence data warehouse reporting classes IBM will add the SSA content customized to the training environment using Cognos Framework Manager and will provide a suite oftraining public and private courses technical conferences and selfmiddotpaced virtual classes This sole source request was posted on the County website for ten (10) business days and no other proposal was received Therefore competitive quotations are not possible and the request is recommended for your approval

The Social Services Agency is to obtain Board approval for services that exceed $25000 requesting authorization from the President of the Board to sign the contract or approve the purchase The Auditor-Controller issues Board signed contracts and Board approved purchase orders and purchase order changes withwithout signed contracts

te IIktt II Peill-o ValenciaDeputy Direct6rlDate

GSA Office ofAcquisition Policy

SLEB Compliant ______

Date~~~~_________ Director GSA

Attachment(s)

1401 LAKISIDE DRIVU SUITL 907 OAKLND CALIFORNIA 94612 PHmr 5102989600 [AX 5[02089626 wwwlt5(itnc~ovorg

GSA Sole Source Procurements - Alameda County Page lof2o Ala~~da co~ntys Offl~lal ~ebslte Skip County Banner 0 SHARE rJf l

~ go WoOFg i QUick links Citizens Business Seerch aegov IGO I Government Emergencies

GSA Home

Home

Introduction

AwardedClosed Contracts

Current Contracting Opportunltles

Arch 8 Engineering Construction

Sole Source Procurements

Goods 8 Services The contracts described below have been determined to comply with the County Sole Source Policy in ~flesrlonal Services that only a single source is available andor valid sole source exceptions to the competitive process

I-===----f exisl Upcoming ContractIng Opportunities

Arch amp Englnoaring Construction Goods amp Services ProfessIonal ServlceQ

Sole Source Procurements

Highland Project Contracts

AwardedClosedContracts CUlTent Contracting Opportunltles Upcoml Contracting

Contacts Teams

Vendor Info Vendor Guide Vendor Application (Online) Vendor Application

Public Works (PWA) Contracting Opportunities

CDA Construction Contracting Opportunities

StopWasteOrg

Advance NotIce of SoJe Source purchases are posted on-line for a minimum of five (Ii) business days prior to a contract being awarded For any additlonallnformatlon regarding contracts posted on thIs website please contact the appropriate parson listed below Thank you for your interest

Source Contract DescrIption

f1Ef1l Online Training Courses

f1I3JI Repair and Test fIre fighting ProtectiVe Clothing

Electro Shock Guns Cartridges BaHerlee amp Accessories

Estimate Award Date

120212011

11302011

111172011

Contact Person

Tudor S Mosu (510) 208-9614

Tudor S Mosu (510) 208-9614

Tudor S Mosu (510) 208-9614

mhtmIfilelICUserstmosuAppDataLocalMicrosoftWindowsTemporary Internet FilesContentOutlook1OYF6YPOGSA S 1210612011

Alameda County Auclttor-Controller Agencv Office of Contract Compliance OCC

FEDERAL GRANT FUNDS SMALL LOCAL EMERGING BUSINESS (SUI) WAIVER REQUEST

REQUIREDTOSOUCIT BlOSPROPOSALSAND AWARt)AMENO CONTRACTS THAT INCUJDe FtoERAl GRANT FUNDS THAT fROHI51l GIOORAPHICAl PREFERENCE)

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1 Requasiing Department Ncme~_~~~9______ _~__________

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l ControctorNameCitYIM~IaClesett --~------------- iI Total Contract ValtJe $1499~O~ 5 3 fs i

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Dnme expiration Dote __~J1_ bull OMoo6Y Increase Amount $___~__~ ----~----~-- shy4 g Check here to in(iicate thai the FedefQ~ regulation Is ofialChed and speciflcally prohibits

geographical preferencs$ rrown he proc)r~met1 described above

Federal Re~Jutotlon NameNumber H~ltht~ S~~~L2~45ER~_~__~_

5 pound1 Che~~k here to lndicats that the Fedarar grant fundi are sub granted or PQssed through the State to the Couniy where State laws prohibit geogroph1cai preferences from the proctffemenf described obove and sub granf documerlts are aHached

State Regulation NomeNum r---=__

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EPLS Search Results Page 1 of 1

Excluded Parties List System EPLS

Search Results Excluded By Firm Entity or Vessel International Business Machines Corporation

as of 14-Feb-2012 229 PM EST

Your search returned no results

httpsllwwweplsgoveplssearchdo full_name= Intemational+Business+Machines+Corpo 2142012

--------Contract No

In carrying out the work contemplated herein Contractor shall comply with all applicable federal and state workers compensation and liability laws and regulations with respect to the officers agents andor employees conducting and participating in the work and agrees that such officers agents andor employees will be considered as independent contractors and shall not be treated or considered in any way as officers agents andor employees of County

Contractor does by this Agreement agree to perfonn hislher said work and functions at all times in accordance with currently approved methods and practices in hislher field and that the sole interest of County is to insure that said service shall be perfonned and rendered in accordance with the Agreement

Notwithstanding the foregoing if the County detennines that pursuant to state and federal law Contractor is an employee for purposes of income tax withholding County may upon two weeks notice to Contractor withhold from payments to Contractor hereunder federal and state income taxes and pay said sums to the federal and state governments

5 Section 2 is amended and restated in its entirety as follows

INDEfYINIFICATION Contractor shall hold hannless and indemnifY the County of Alameda by defending the County of Alameda its Board of Supervisors employees and agents from and against any and all third party claims for damages on account of bodily injury (including death) or damage to real property or tangible personal property for which Contractor is legally liable to that third party and pay all costs damages and attorneys fees that a court finally awards or that are included in a settlement approved by Contractor provided that the County shall promptly notifY Contractor in writing of the claim and allow Contractor to control the defense and will cooperate with the Contractor in the defense and any related settlement negotiations The County may participate in the defense of any such claim at its own expense without relieving Contractor of any obligation hereunder

6 Section 6(a) is amended and restated in its entirety as follows

CONFORMITY WITH LAW AND SAFETY

a In perfonning services under this Agreement Contractor shall observe and comply with all laws ordinances codes and regulations of governmental agencies including federal state municipal and local governing bodies applicable to Contractor as a provider of infonnation technology products and services including all applicable provisions of the California Occupational Safety and Health Act

190f33

--------Contract No

7 Section 10 is amended and restated in its entirety as follows

TAXES Payment of all applicable federal state and local taxes excluding those based on Contractors net income shall be the sole responsibility of the County unless proper exemption documentation is provided to the Contractor

8 Section 11 is amended and restated in its entirety as follows

OWNERSHIP OF DOCUMENTS Ownership of any Materials provided under this Agreement shall be as provided for in the Additional Provisions

9 Section 12 is amended and restated in its entirety as follows

CONFLICT OF INTEREST CONFIDENTIALITY The Contractor covenants that to the best of its knowledge and belief it presently has no interest and shall not have any interest direct or indirect which would conflict in any manner with the performance of services required under this Agreement Without limitation Contractor represents to and agrees with the County that Contractor has no present and will have no future conflict of interest between providing the County services hereunder and any other person or entity (including but not limited to any federal or state wildlife environmental or regulatory agency) which has any interest adverse or potentially adverse to the County as determined in the reasonable judgment of the Board of Supervisors of the County

10 Section 15( c) is amended and restated in its entirety as follows

c If requested to do so by the County Contractor shall provide the County with access to copies of all of its records pertaining or relating to its employment practices except to the extent such records or portions of such records are confidential or privileged under state or federal law andor in accordance with Contractors policies andor procedures

11 Section 16 is amended and restated in its entirety as follows

DRUG-FREE WORKPLACE Contractor and Contractors employees shall comply with the Countys policy ofmaintaining a drug-free workplace Neither Contractor nor Contractors employees shall unlawfully manufacture distribute dispense possess or use controlled substances as defined in 21 US Code sect 812 including but not limited to marijuana heroin cocaine and amphetamines at any County facility or work site If Contractor or any employee of Contractor is convicted or pleads nolo contendere to a criminal drug statute violation occurring at a County facility or work site the Contractor within five days thereafter shall notify the head of the County departmentagency for which the contract services are performed

200f33

Contract No ________

12 Section 17 is amended and restated in its entirety as follows

AUDITS ACCESS TO RECORDS The Contractor shall make available to the County its authorized agents officers or employees for examination any and all project records evidencing or relating to the expenditures and disbursements charged to the County and shall furnish to the County its authorized agents officers or employees such other evidence or information as the County may require with regard to any such expenditure or disbursement charged by the Contractor

If such project records are not kept and maintained by Contractor within the County of Alameda California Contractor shall upon request of the County makesuch project records available to the County for inspection at a location within County Contractor shall provide such assistance as may be reasonably required in the course of such inspection The County further reserves the right to examine and reexamine said project records during the three (3) year period following termination of this Agreement or completion of all work hereunder and the Contractor shall in no event dispose of destroy alter or mutilate said project records whatsoever for three (3) years after the County makes the final or last payment or within three (3) years after any pending issues between the County and Contractor with respect to this Agreement are closed whichever is later Notwithstanding anything else contained herein as in regards to this project in no event shall Contractor provide any confidential financial information including but not limited to cost or pricing methodologies overheads profit margins internal audit results or employee records

13 Section 18 is deleted in its entirety

14 Section 20 is amended and restated in its entirety as follows

TERMINATION The County has and reserves the right to terminate or abandon the execution of any work by the Contractor without cause at any time upon giving to the Contractor thirty (30) days prior written notice In the event that the County should terminate the Contractors work the Contractor shall be entitled to payment for services provided hereunder prior to the effective date of said termination Said payment shall be computed in accordance with Exhibit B hereto provided that the maximum amount payable to Contractor for its IBM Education Pack Services shall not exceed $14994000 payment for services provided hereunder prior to the effective date of said termination

210f33

--------Contract No

15 Section 22 is deleted in its entirety IBM does not anticipate any hiring with this education effort based upon IBMs global HR policies and procedures

16 Section 30 is amended and restated in its entirety as follows

SUBCONTRACTINGASSIGNMENT Contractor shall not subcontract assign or delegate any portion of this Agreement or any duties or obligations hereunder without providing the County with prior written notification

a Neither party shall on the basis of this Agreement contract on behalf of or in the name of the other party Any agreement that violates this Section shall confer no rights on any party and shall be null and void

b Contractor shall remain fully responsible for compliance by its subcontractors with all the terms of this Agreement in the performance of the services by such subcontractors regardless of the terms of any agreement between Contractor and its subcontractors

17 Section 33 PATENT AND COpy INDEMNITY is deleted in its entirety and will be governed by the terms and conditions as stated in APPENDIX A IBM Education Pack online account

County Counsel Signature ~ b ~)lto

220f33

Contract No ________

EXIDBITA DEFINITION OF SERVICES

Project IBM Education Pack - online account

Service The contractor will set up an IBM Education Pack - online account for Alameda County Social Services Agency A total value offering of $17640000 to be placed immediately in the IBM Education Pack - online account for a price of$14994000

bull Alameda County Social Services Agency will use the IBM Education Pack - online account discounted dollars to purchase IBM Training public and private courses IBM Technical Conferences designated by IBM Training and offered in the United States IBM Training self paced virtual classes at the regular retail price in effect at the time ofeach such purchase The account is available for use to train any employee of the Alameda County Social Services Agency These dollars can not be used in combination with any other discounts promotions or separately negotiated special rates (Refer to Appendix A - IBM Education Pack -online account Terms and Conditions)

bull IBM will invoice Alameda County Social Services Agency upon signing ofthis Agreement Information will be supplied identifying a user id and password for monitoring the online account Invoices are due in accordance with Exhibit B

bull This account is valid for twelve (12) months from the date it is first activated on 31112 The requested start date may be no later than sixty (60) days from the signing ofthis Agreement Any remaining balance at the end oftwelve (12) months will expire and is non-refundable

230f33

Contract No ________

APPENDIX A

IBM Education Pack -online account

Terms and conditions

Alameda County Social Services Agency is entitled to the discounting as described below

IBM Education Pack -online account -general terms and conditions

The ffiM Education Pack -online account is an electronic account you fund with training dollars to be used for ffiM Training offerings The account offers two options for funding which are $100 increments and preset amounts

Precision paymentplan with flexible levels in $JOO increments Value of 5100 increments Your Savings USD 52500 -59900 25-99 0010 USD 510000 -524~00 100 -249 5 USD 525000 -549900 250 -499 10010 USD 550000 -599~00 500 -999 11 USD 5100000 + 1000+ 12

Pre-set amOlmts are available in packages Value Your Price Your Savings USD52500 USD $2500 0010 USD 510000 USD $9500 5 USD525OOO USD22500 10 USDS50000 USD $44500 11 USD 5100000 USD $88000 12

1 The ffiM Education Pack -online account training dollars are valid for 12 months and are nonshyrefundable The ffiM Education Pack -online account can be used by one or more individuals in your organization

2 The ffiM Education Pack online account is valid for 12 months and extensions are prohibited 3 The activation date for the ffiM Education Pack -online account is the date ffiM Training receives the

application and billing information unless an alternate activation date is requested at the time the application is submitted An activation date of up to 60 days from the date of the application may be selected if indicated on the initial order form

4 The ffiM Education Pack -online account can be used for ffiM public courses private on-site courses instructor mentoring and most conferences designated by ffiM Training and offered in the US The ffiM Education Pack -online account may also be used for most ffiM e-Iearning designated by ffiM Training When using the ffiM Education Pack -online account to pay for a private onsite class you may use the training dollar vouchers for the class tuition instructor travel and living equipment and classroom rentals if applicable

5 When using the ffiM Education Pack online account to pay for a conference the funds may be used for conference tuition and some associated education sessions designated by ffiM Training

6 The ffiM Education Pack - online account cannot be used for classes or conferences which occur beyond the expiration date of the account funds The funds must be valid on the first day of the class or

240f33

Contract No _________

conference regardless of the date ofyour enrollment 7 Certain IBM Training courses may be excluded from this program To determine which IBM Training

courses are eligible for the program and which are excluded access our online catalog via the World Wide Web at ibncQmtrainingus to view IBM Training public course descriptions and conference scheduJes or contact 1800-IBM-TEACH (1-800-426-8322)

8 You must enroll in each individual course or conference prior to attending All enrollments in courses or conferences are subject to availability Enrollments and purchases must be guaranteed by an alternate method ofpayment You must check the IBM Education Pack online account box on the enrollment form Ifyou enroll by phone you must indicate you are using IBM Education Pack - online account funds to properly flag your enrollment record

9 To use your IBM Education Pack -online account funds you must debit your account PRIOR to the start ofthe course or conference by creating a voucher and submitting it online Each account voucher must be completed with Alameda County Social Services Agency number Alameda County Social Services Agency name and offering identification You must create a unique voucher for each individual enrollment or offering you purchase

10 The purchase of an IBM Education Pack -online account does not guarantee that a class will be held in a specific location

11 Ifyour enrollment status changes due to any cancellations you must access your IBM Education Pack online account and void applicable vouchers to return unused funds to your account balance The IBM Education Pack online account will not automatically update

12 The IBM Education Pack -online account is password protected IBM Training is not responsible for the misuse ofIBM Education Pack -online accounts

B Once the IBM Education Pack -online account is debited by creating a voucher for the offering your invoice will be credited for the value submitted up to 100010 of the course or conference tuition or other valid offering purchased If the amount of the created voucher from the IBM Education Pack-online account does not cover the entire tuition of the eligible IBM Training offering you will be billed the difference Ifyour IBM Education Pack -online account is not debited a bill for the offering will be sent

14 IBM Education Pack -online account cannot be used to pay for offerings that have already been billed or applied to previously taken courses

15 Once the IBM Education Pack -online account has been debited training dollars cannot be reapplied to the IBM Education Pack -online account

16 IBM Education Pack -online account training dollars cannot be combined with any other discounts offers programs coupons or promotions

17 IBM Education Pack -online account training dollars cannot be used to purchase additional IBM Education Packs -online accounts or other discount offerings

18 The No-Show and Cancellation policies apply and a bill for the full course or conference tuition will be sent if a student fails to attend or to cancel within the required period for a course or conference To use IBM Education Pack -online account training dollars to pay a No-Show or late cancellation bill send an e-mail to edpack(ZVusibmcom for processing instructions

19 IBM Education Pack -online account cannot be used to pay for IBM Training services engagements 20 Prices ofthis program and eligible offerings are subject to change without notice 21 Course and conference schedules are subject to change without notice 22 The IBM Education Pack -online account can only be resold by authorized IBM Business Partners

250f33

Contract No _________

Terms and conditions

IBM agreementor courses and education nuderitds

CUITent as of 01 Jan 2011

The following terms apply to I) enrollment in classes offered by ffiM and 2) orders for ffiMs education materials These tenus along with any applicable license agreement are the complete agreement between us regarding the courses or education materials we provide and replace any prior oral or written communications between us Attendance at a class or your use of any education materials constitutes your agreement to these tenus and conditions Occasionally we have offerings with additional or different terms and conditions If so we will provide those terms and conditions to you For example conference tenus and conditions are outlined in the conference registration section of the conference website or in the conference brochure for the event

Coulses and education mateais

We list our generally available courses and education materials in various IDM Catalogs ofEducation (Catalog) which we publish from time to time We may add or withdraw courses and education materials at any time without notice

Scheduling dasses

We will specify the dates of public classes Private or on-site classes will be scheduled by mutual agreement We may cancel any scheduled class on notice If we cancel a class for which you have prepaid we will refund the price you paid

Accommodations for students with disabilities

IDM locations are accessible for students with disabilities If reasonable accommodations are required for an individual with a disability please advise IDM of the accommodations in advance

Pces and payment

Prices for public classes will be those in effect on the date the class begins Prices include the use of required education materials and machines They do not include taxes or student travel and living expenses IDM reserves the right to increase prices at any time without prior notification Prices for private or on-site classes will be established based on your requirements Additional charges may apply such as instructor travel and living expenses facilities and remote lab support You agree to pay amounts due including applicable taxes and any late payment fees as we specify in the invoice Conference cancellation charges will be specified on the conference website or in the conference brochure for the event

Cancellation charges

Effective January 1 2011

You will be charged the full price of a public class ifyou do not cancel or reschedule your enrollment at least fourteen calendar days prior to the scheduled start date or ifyou do not show up for the class

260f33

Contract No _________

However you may cancel your class enrollment at any time within the three days following your initial or any rescheduled enrollment date without charge

Ifyou cancel a private or on-site class within seven calendar days prior to the scheduled start date you will be billed the full price ofthe class ifyou cancel between eight and fifteen calendar days prior to the scheduled start date you will be billed 25 of the full price and ifyou cancel between sixteen and twentyshyone calendar days prior to the scheduled start date you will be billed lOO of the full price Cancellation of a private or on-site class more than twenty-one calendar days prior to the scheduled start date may be made without charge

Conference cancellation charges will be specified on the conference Web site or in the conference brochure for the event

Self-Paced Virtual Oasses and Web-Based Training Classes

You may not cancel once you submit an order for a Self-Paced Virtual Class or a Web-Based Training Class Once you submit the order you are responsible to pay the entire course price

Online Enrollment Before you submit your order review the machine requirements listed in the course description to ensure that your system meets the minimum requirements for this course After you submit the on-line order form you should receive a confirmation e-mail with communication about your ID and password and additional instructions to start the course You are billed for the course when you submit the order form

Once you receive your ID and Password you will be given a period of time to complete the course Please refer to the course description for specifics regarding your registered course ONCE YOU SUBMIT YOUR ORDER WE WILL NOT BE ABLE TO CANCEL THE ORDER

Patents and copyrights

Ifa third party claims that the education materials we provide to you infringe that partys patent or copyright we will defend you against that claim at our expense and pay all costs damages and attorneys fees that a court finally awards provided that you

1 promptly notify us in writing of the claim and 2 allow us to controL and cooperate with us in the defense and any related settlement negotiations

Ifsuch a claim is made or appears likely to be made you agree to permit us to enable you to continue to use the education materials or to modify or replace them Ifwe determine that none of these alternatives is reasonably available you agree to return the education materials to us on our written request We will then give you an appropriate credit for the returned materials

This is our entire ob1igation to you regarding any claim of infringement

We have no obligation regarding any claim based on your modification of education materials

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Contract No ________

limitation of liability

Circumstances may arise where because of a default on our part or other liability you are entitled to recover damages from us In each such instance except for the payments referred to in our patent and copyright terms described above and damages for bodily injury (including death) and damage to real property and tangible personal property for which mM is legally Hable we are liable only for the charges for the class or education material that is the subject of the claim

This limit also applies to any ofour subcontractors It is the maximum for which we are collectively responsible

Items for which we are not liable Under no circumstances are we or our subcontractors liable for any of the following

] third-party claims against you for losses or damages (except as described above in the section entitled Patents and Copyrights and damages for bodily injury (including death) and damage to real property and tangible personal property for which mM is legally liable)

2 loss of or damage to your records or data or 3 special incidental or indirect damages or for any economic consequential damages (including lost

profits or savings) even ifwe are informed oftheir possibility

license

Any machine readable education materials that we provide to you will be subject to the terms and conditions ofa license agreement We will inform you of the applicable agreement

Warranty

THERE ARE NO EXPRESS WARRANTIES EXCEPT THOSE CONTAINED HEREIN OR IN ANY APPUCABLE UCENSE AGREEMENT THERE ARE NO IMPUED WARRANTIES INCLUDING BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE WE MAKE NO WARRANTY AS TO RESULTS TO BE ATTAINED BY ATTENDING OUR CLASSES OR USING OUR EDUCATION MATERIALS

Changes to this agreement

We may modifY these terms and conditions on written notice The modified terms and conditions will apply to your enrollment or order unless you cancel such enrollment or order prior to the effective date Otherwise for a change to be valid both of us must sign it Additional or different terms and conditions in any order or communication from you are void

General

bull You agree not to copy our copyrighted material without our prior written consent bull You agree not to use recording equipment in our classes without our prior written consent bull You agree not to use our trademarks trade names or other designations in any promotion or publication without our prior written consent bull You agree not to assign or otherwise transfer your rights under this Agreement without our prior

28of33

Contract No ________

written consent Any attempt to do so is void bull Neither of us is responsible for failure to fulfill any obligations due to causes beyond its control bull Neither ofus will bring a legal action (under this Agreement) more than two years after the cause of action arose bull Any terms of this Agreement which by their nature extend beyond its termination remain in effect until fulfilled and apply to respective successors and assignees

290f33

Contract No ________

EXHIBITB PAYMENT TERMS

1 The tenn ofthis Agreement is March 1 2012 through March 31 2013

2 Total payment under the tenns of this Agreement will not exceed the total amount of $14994000 This cost includes all taxes and all other charges

3 Invoices to County are due upon receipt of invoice and payable within thirty (30) days from receipt of invoice

The contractor will set up an mM Education Pack - online account for Alameda County Social Services Agency A total value offering of $1 7640000 to be placed immediately in the mM Education Pack - online account for a price of $14994000

4 Invoices will be approved by the Alameda County Social Services Agency Contract Liaison

5 Contractor shall submit invoice as required to

Alameda county Social Services Agency 2000 San Pablo Ave 4th floor

Oakland CA 94612 Attn Jerome Graham

300f33

C

EXHIBITC COUNTY OF ALAMEDA MINIMUM INSURANCE REQUIREMENTS

Wi1hout limiting MY other obligation or liabilily under this Agreement he Contractor at its sole rost and expense shall secure and keep in force he entire term of he as be he insuranre limits and endorsements

Commercial General Uability Premises Liability Products and Completed Operations Contractual

Personal and liabi B Commercial or Business Automobile Liability

All owned vehicles hired or leased vehicles non-owned borrowed and permissive uses Personal Automobile Liability is acceptable for individual contractors with no related activities Workers Compensation (WC) and Employers Uability (EL)

for all contractors with eml)Jovees

o Endorsements and Conditions

$1000000 per occurrence (CSl) Bodily Injury and Property Damage

$1000000 per occurrence (CSL) My Auto Bodily Injury and Property Damage

or disease

1 ADDmONAL INSURED All insurance required above with the exception of Personal Automobile LiabilityI Workers Compensation and Employers Liability shall be endorsed to name as additional insured County of Alameda its Board of SUpervisors the individual members thereof and all County officers agents employees and representatives

2 DURATION OF COVERAGE All required insurance shall be maintained during the entire term of the Agreement with the following exception Insurance policies and coverage(s) written on aclaims-made basis shall be maintained during the entire term of the Agreement and until 1year following expiration of the Agreemen~ as long as such coverage remains commercially available in the market place

3 REDUCTION OR UMIT OF OBLIGATION The insurance policies provided for in Aand Babove shall be primary and non contributory only with respect to liability arising out of this Agreement Pursuant to the provisions of this Agreement insurance effected or procured by the Contractor shall not reduce or limit Contractors contractual obligation to indemnify and defend the Indemnified Parties

4 INSURER ANANCIAL RAnNG Insurance shall be maintained through an insurer with aAM Best Rating of no less than AshyVlI or equivalen~ and shall be admitted to the State of California unless otherwise waived by Risk Management Acceptance of Contractors insurance by County shall not relieve or decrease the liability of Contractor hereunder My deductible or selfshyinsured retention amount or other similar obligation under the policies shall be the sole responsibility of the Contractor

S SUBCONTRACTORS Contractor shall include all subcontractors as an insured (covered party) under its policies or shall furnish separate certificates and endorsements for each subcontractor All coverages for subcontractors shall be subject to all of the requirements stated herein

6 JOINT VENTURES If Contractor is an association partnership or other joint business venture required insurance shall be provided by anyone of the following methods

- Separate insurance policies issued for each individual entity with each entity included as aNamed Insured (covered party) or at minimum named as an Additional Insured on the others policies Joint insurance program with the association partnership or other joint business venture included as a Named Insured

7 CANCELLATION OF INSURANCE Should any of the above described policies be cancelled before the expiration date thereof notice will be delivered in accordance with the policy provisions

8 CERTIACATE OF INSURANCE Before commencing operations under this Agreemen~ Contractor shall provide Certificate(s) of Insurance and applicable insurance endorsements in form and satisfactory to County evidencing that all required insurance coverage is in effect The County reserves the rights to require the Contractor to provide complete certified copies of all required insurance policies The require certificate(s) and endorsements must be sent to

- DepartmentAgency issuing the contract With acopy to the Contracts Office (2000 San Pablo Ave 4th floor Oakland CA 94612)

Certificate C-1 Form 2001-1

31of33

________________________________ _

Contract No ________

EXHIBITD

COUNTY OF ALAMEDA DEBARMENT AND SUSPENSION CERTIFICATION

(Applicable to all agreements funded in part or whole with federal funds and contracts over $25000)

The contractor under penalty of perjury certifies that except as noted below contractor its principals and any named and unnamed subcontractor

bull Is not currently under suspension debarment voluntary exclusion or

determination of ineligibility by any federal agency

bull Has not been suspended debarred voluntarily excluded or determined

ineligible by any federal agency within the past three years

bull Does not have a proposed debarment pending and

bull Has not been indicted convicted or had a civil judgment rendered against it by

a court of competent jurisdiction in any matter involving fraud or official

misconduct within the past three years

If there are any exceptions to this certification insert the exceptions in the following space

Exceptions will not necessarily result in denial of award but will be considered in determining contractor responsibility For any exception noted above indicate belOw to whom it applies initiating agency and dates of action

Notes Providing false information may result in criminal prosecution or administrative sanctions The above certification is part of the Standard Services Agreement Signing this Standard Services Agreement on the signature portion thereof shall also constitute signature of this Certification

CONTRACTOR __~~__L-

PRINCIPAL~~---ll-I-L-_o_--GlI_V__f___ TITLE~~)(UltJ~ltCJJ St(

SIGNATURE~-+-----=----____ DATEcl ~ (jJ~

32of33

Contract No _______

EXHmITE

COUNTY OF ALAMEDA CONTRACT COMPLIANCE REPORTING REQUIREMENTS

Upon receipt of signed contract documents prime contractor shall immediately enterassign subcontractors in the Syste~ confum payments received from the County within 5 business days in the Syste~ immediately enter payments made to subcontractors and ensure that subcontractors confirm they received payments within 5 business days in the System Subcontractors shall confirm their payments received from the prime contractor within 5 business days in the System

Alameda County Contract Compliance System training and ongoing support are provided at no charge to contractors and participating sub-contractors awarded a contract as a result of this bid process for this project Contractors having contracts with the County should schedule a representative from their officecompany along with each of their subcontractors to attend training The training schedule may be viewed online at httpwwwelationsyscomelatiollsysisupport lhtm or call Elation Systems at (510) 764shy1870 A special access code will be provided to contractors and subcontractors participating in this contract awarded to allow use of the System free of charge

It is the Contractors responsibility to ensure that they and their subcontractors are registered and trained as required to utilize the Alameda County Contract Compliance System Training sessions are approximately one hour and will be held periodically in a number of locations throughout Alameda COWlty

330f33

DATE MDDIYYYYCERTIFICATE OF LIABILITY INSURANCE 211012012

THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMA11ON ONLY AND CONFERS NO RIGHTS UPON TtE CERTFICATE HOLDER THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND EXTEND OR AtTER THE COVERAGE AFFORDED BY THE POUCIES BELOW THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BElWEEN THE ISSUING INSURER(S) AUTHORIZED REPRESENTATIVE OR PRODUCER AND TtE CERTIFICATE HOLDER

IMPORTANT If the certificate holder is an ADDmONAL INSURED the policy(ies) must be endorsed If SUBROGATION IS WAIVED subject to the terms and conditions ofthe policy certain policies may require an endorsement A statement on this certificate does not confer rights to the certificate holder in lieu of such enciorseme s

PROOUCER

Aon Risk Services Northeast Inc 199 Water Street New York NY 10038 Phone 8662667475 Fax 8664677847 AFFORDING COVERAGE HAIC INSURED COMPANY A ACE American Insurance Company

lnIemationaI Business -4achines Corp amp My Other Subsidiary Corp Owned 01 ConIrDlled by the Insured 1 New Orohan Road Armonk NY 10504 United Slates

INSUR

COVERAGES CERllFICATE NUMBER154795 REVISION NUMBER THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED NOTWITHSTANDING ANY REQUIREMENT TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO VllHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS EXCLUSIONS AND CONDITIONS OF SUCH POLICIES LlMrTS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS

INSR (fiUCf EFF POUCfEXPLTR TYPE OF INSURANCE POLICY NUMBER til UMITS

A GENERAL UABIUTY HDOG25529236 5212011 1512112012 EACH OCCURRENCE $1OQMQQ--shy~~ X COMMERCIAl GENERAl LIABILITY PREMISE$Ea ~~ncel 11000 000 = CLAIUS-MAOE [KJ OCCUR UED EXP (Anyone person) S2500000

- I PERSONAl amp ArN INJURY $1000000-

-- ~GENERAL AGGREGotTE $1000000

~L AGGREr9L1MIT ArPER i PROOUCTS-COMP~AGG $1000000

POLICY ~ LOG I i A AUlOIIOBILE UABlUlY ISAH08635948 51212011 51212012 COMBINED SINGLE LIMIT

51000000---shy (Eaarridentll2t ANY AUTO BOOIL Y INJURY (Per personl ALL OWNEO AUTOS f-shy

- ~LY INJURY (Peracddenl) SCHEDULED AUTOS PROPERTY DAMAGE-

- HIREOAUTOS i(Per_) r-middotmiddotmiddotmiddotmiddot

--shy ~AUTOS

I I UlIBRElILA UAB

I

Irl OCCUR i EACH OCCURRENCE

~

EXCESSUAS ~~ CLAIMS-MAOE AGGREGATE

- DEDUCTIBlE

IRETEImON $ WORIltERS COIIPENSA11ON i I~~Ullis I IdegJrANDEMPLOYERSUABUTY YIN shy

ANY PROPRIETORiPARTNERIEXECUTlVE D NIA

I

EL EACH ACCIDENT OFFlCERMEIBIR EXaUOED

I EL DISEASE - EA EMPLOYEE m(MIndaIoIy In NHI

~~~~~TIONSbel i EL OISEASEmiddot POLICY LIMIT

i i I I DESCRIP110N OF OPERATION$ LOCATION$I YEHlCLES Aflach ACORD 101 AcldiUoMlRemrb $chedm is ngtqulroocl)

Please see page 2 for any additional language

CERllFICATE HOLDER CANCELLAllON

Alameda County Department of Social Services 2000 San Pablo Ave Oakland CA 94612 United States

SHOULD ANY OF 1ME ABOVE DESCRIBED POLICIES BE CANCE1lED BEFORE lHE EXPlRA110N DATE lHEREOF NOnce WILL BE DElNERED IN ACCORDANCe WFTH lHE POLICY PROVISIONS

I

AUTHORIZED REPRESENTAlIYE

AuIhcfized ReJgtresenlatve ~_yen~ ~~~~~bullw __ J_ PIaI Risk SenIkes NonheasI Inc

ISgt 1988-2009 ACORD CORPORATION AI righIs reserved

ACORD 25 (2009101 The ACORD name and logo are registered marks ofACORD Page 1 of2

ADDITIONAL REMARKS SCHEDULE AGENCY

Aon Risk Services Northeast Inc 199 Water Street New York NY 10038 Phone 8662667475 Fax 8664677847

NAIlED INSURED IntemaUonal Business Machines CoIp amp Ally Other SubsidiaIy CoIp Owned Of Contro8ed by lIle Insured 1 New Ordlard Road Armonk NY 10504 United Slates

EFFECTIVE DATE

ADDITIONAL REMARKS

THIS ADDITIONAL REMARKS FORM IS A SCHEDULE TO ACORD FORM

FORM NUMBER 25 FORM TITLE CERTIFICATE OF LIABILITY INSURANCE

[Alameda County Department of SOcial Services County of Alameda its Board of SUpervisors the individual members hereof and all County officers agents employees and representatives are hereby named as additional insureds on

General Liability policies but only to the extent that their interest may appear

Additional Language The insurance coverage provided for herein shall be primary and non contributory only wi1h respect to liabHity arising out of this Agreement with respect to liabHity arising out of IBMs negligence and as respects this contract only

Project IBM Education Pack Services

If there is a question regarding this certificate please contact Edward DiNardo (Email dinardoeusibmcom Phone 916-567-2922)

~ operations incidental to the conduct of insureds business in the United States of America

ACORD 101 (2008101) 2008 ACORD CORPORA nON All rights reserved The ACORD name and logo are registered marks of ACORD

Page 20f2

tC~RiJ CERTIFICATE OF LIABILITY INSURANCE I DlTE 1I1IfDOIYYYY)

21102012

THIS CERnFICATE IS ISSUED AS A MATTER OF INFORMA nON ONLY AND CONFERS NO RIGHTS UPON TIE CERTIFICATE HOLDER THIS CERnFICATE DOES NOT AFFlRMAnvaY OR NEGAnVELY AMEND EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POUCIES BELOW THIS CERnFICATE OF INSURANCE DOES NOT CONSTITUlE A CONTRACT BETWEEN THE ISSUING INSURER(S) AUTHORIZED REPRESENTAnVE OR PRODUCER AND TIE CERTIFICATE HOLDER

IMPORTANT Iftlle certifieate holder is an ADDITIONAL INSURED the policy(ies) must be endorsed If SUBROGAnON IS WAIVED subject to the terms and conditions of the policy certain policies may require an endorsement A statement on this certifICate does not confer rights to the certificate holder in lieu of such endorsement(s)

PRODUCER =~NT Aon Risk Services Northeast Inc 1pound Ir~No)199 Water Street New York NY 10038 Phone 8662667475 Fax 8664677847 INSURER(S) AFFORDING COIlERAGE HAIC

INSURED COMPNff A liberty Insurance Corporal

International Business Madlines CoqJ COMNoIY B liberty MulJaIII1SUrIIIIlt8 CcrIyengtany 1 New Ord1ard Road COMNoIY Co National Union Fino ance Company d 1IIIsbtJrgh PA Amlonk NY 10504 United Stales

COVERAGES CERT1FICATE NUMBER154796 REVISION NUMBER- THIS IS TO CERTIFY THAT THE POlICIES OF INSURANCE LISTED BEleW HAVE BEEN ISSueD TO THE INSUREO NAMED ABOVE FOR THE POlICY PERIOD INDICATED NOTWITHSTANDING ANY REQUIREMENT TERM OR CONDITION OF ANY COOTRACT OR OTHER DOCUMENT 1MTH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN THE INSURANCE AFFORDEO BY THE POLICIES DESCRIBEO HEREIN IS SUBJECT TO ALL THE TERMS EXCLUSIONS AND CONDITIONS OF SUCH POliCIES LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID ClAIMS

11tf TYPE OF INSURANCE IIHSR IWVD POLICY NIMIIER ~1fgtUCYEXP UIlITS

GENERAl UAaUlY I EACH OCCURRENCE

COMMERCIAL GENERAl LiABlLI1Y ~~~e~~nce) CLAIMS-MADE D OCCUR MED EXP (Anyone fgten)

PERSONAl amp AlN INJURY

GENERAl AGGREGATE

ESPER ~CT5 - calpop AGG

nLOC AIlOIIOIlILE UAaUlY COMBINED SINGLE LIMIT - (Ea 8Cdde1t)

ANY AUTO BOOI L Y INJURY (Per fgte11lOt)-shy

ALL OWNED AUTOS BODILY INJURY (Per accident)-

- SCHEDULED AUTOS PROPERTY DAMAGE

HIRED AUTOS (Per accident) -

NON-OWNED AUTOS - ~

UIIBRELlA UAB HOCCUR

EACH OCCURRENCE-EXCESSUAB CLAIMS-MADE AGGREGATE

---- DEDUCTIBLE

A WORKERS COIIPENSAllON WA7-6I)()0415ef4Z AOSPRNYlshy 11112012 1III2OIa X I T~~JWs I IO~A AND EMPLOYERS UAaUlY WA7-62D-laquol41SHi12 IYil 11112012 11112013 A YIM WC1~I-ltIOU5amp-I52 (OR WI) 11112012 11112013 $100000A ANY PROIRIETORIPARTNERlEXECUTIVE ~

MIA ~1_ExaNOHl 11112012 11112013 EL EACH ACCIDENT OFACERIMEI4BER EXClUDEDI (Mandatory In NKI

BH2HIC14158-1M2(V1) 11112012 11112013 EL DISEASE- EA EMPLOYEE $1ooampQQc 83-118922 a-) 11112012 IttrlO13

bull ~~~OPERATIONSIlet_ EL DISEASE POliCY LIMIT $100000

bull

DESCRIPllON OF OPERATIONS I LOCAnONS I VEHICLES (Attech ACORD 101 MdIlloMI Renlarlc8lchedule r mono fMICI Is required)

bullbull Includes EL coverage for monopolistic states NO PR WA WY

Please see page 2 for any additional language

CERT1FICATE HOLDER CANCELLATlON

Alameda County Department of Social Services 2000 San Pablo Ave Oakland CA 94612 United States

SHOULD Atlaquo OF THE ABOVE DESCRI8ED POUCIES BE CANCELLED BEFORE THE EXPIRATION DATE 1lIEREOF NOTICE WILL BE DELIVERED IN ACCORDANCE WrrH THE POLICY PROVISIONS

I

AUTHOIIZED REPRESEHTA1IYE

IIiutJori2od ~ smiddot~ _~4-~(~--w ___ --~~ -~kin Risk SeNices Nor1heast Inc

copy 1881-2009 ACORD CORPORA TlON An nghts reserved ACORD 26 (2009109) The ACORD name and logo are registered marks ofACORD

Page 1 of 2

ADDITIONAL REMARKS SCHEDULE AGENCY

ADo Risk Services Northeast Inc 199 Water Street New York NY 10038 Phone 8662667475 Fax 8664677847

NAIlED INSURED International Business Machines Corp 1 New Onhani Road Armonk NY 10504 United states

EFFECTIVE MTE

ADDmONAL REMARKS

THIS ADDITIONAL REMARKS FORM IS A SCHEDULE TO ACORD FORM

FORM NUMBER 25 FORM 11TLE CERTIFICATE OF LIABILITY INSURANCE

Project IBM Education Pack Services

Ifthere is a question regarding this certificate please contact Edward DiNardo (Email dinardoeusibmcom Phone 916-567-2922)

All operations incidental to the conduct of insureds business in the United States of America

ACORD 101 (2008101) C 2008 ACORD CORPORATION All rights reserved The ACORD name and logo are registered mal1ls of ACORD

Page 20f2

AKl K NAKAO Director

G~-r)ipDecember 5 2011

DEC 08 lOl1 TO Caroline Judy Assistant Direltltor GSA

RECE~vED FROM Tudor S Mosu Procurement Specialist n

SUBJECf Finding ofNon-Competition bull Sote Source 2084 Purchase from International Business Machines Corp Sacramento CA

This is to document my finding that competitive bidding is not possible for the purchase ofall IBM Education Pack in tho amount oUI 4994000 for the Social Services Agency (SSA) Infonnation Systems Department and therefore the Departmental Justification to Request a Waiver ofCounty Competitive Bidding Requirement copy attached is approved

In accordance with the County Administrative Code Section 412010 entitled UPurchases to be by Competitive Quotation all purchases of and contracts for materials supplies services fwnishings equipment livestock and other personal property shall be based wherever possible on competitive quotations

I have reviewed and researched the product and marketplace Based on my research ofthe departmental justifi~tion and internet I have detennined the requested product and supplier cannot be substituted and satisfy the Countys requirements International Business Machines Corp (IBM) is the only vendor capable to provide an online account to be used for IBM private courses at SSA on WM business intelligence data warehouse reporting classes IBM will add the SSA content customized to the training environment using Cognos Framework Manager and will provide a suite oftraining public and private courses technical conferences and selfmiddotpaced virtual classes This sole source request was posted on the County website for ten (10) business days and no other proposal was received Therefore competitive quotations are not possible and the request is recommended for your approval

The Social Services Agency is to obtain Board approval for services that exceed $25000 requesting authorization from the President of the Board to sign the contract or approve the purchase The Auditor-Controller issues Board signed contracts and Board approved purchase orders and purchase order changes withwithout signed contracts

te IIktt II Peill-o ValenciaDeputy Direct6rlDate

GSA Office ofAcquisition Policy

SLEB Compliant ______

Date~~~~_________ Director GSA

Attachment(s)

1401 LAKISIDE DRIVU SUITL 907 OAKLND CALIFORNIA 94612 PHmr 5102989600 [AX 5[02089626 wwwlt5(itnc~ovorg

GSA Sole Source Procurements - Alameda County Page lof2o Ala~~da co~ntys Offl~lal ~ebslte Skip County Banner 0 SHARE rJf l

~ go WoOFg i QUick links Citizens Business Seerch aegov IGO I Government Emergencies

GSA Home

Home

Introduction

AwardedClosed Contracts

Current Contracting Opportunltles

Arch 8 Engineering Construction

Sole Source Procurements

Goods 8 Services The contracts described below have been determined to comply with the County Sole Source Policy in ~flesrlonal Services that only a single source is available andor valid sole source exceptions to the competitive process

I-===----f exisl Upcoming ContractIng Opportunities

Arch amp Englnoaring Construction Goods amp Services ProfessIonal ServlceQ

Sole Source Procurements

Highland Project Contracts

AwardedClosedContracts CUlTent Contracting Opportunltles Upcoml Contracting

Contacts Teams

Vendor Info Vendor Guide Vendor Application (Online) Vendor Application

Public Works (PWA) Contracting Opportunities

CDA Construction Contracting Opportunities

StopWasteOrg

Advance NotIce of SoJe Source purchases are posted on-line for a minimum of five (Ii) business days prior to a contract being awarded For any additlonallnformatlon regarding contracts posted on thIs website please contact the appropriate parson listed below Thank you for your interest

Source Contract DescrIption

f1Ef1l Online Training Courses

f1I3JI Repair and Test fIre fighting ProtectiVe Clothing

Electro Shock Guns Cartridges BaHerlee amp Accessories

Estimate Award Date

120212011

11302011

111172011

Contact Person

Tudor S Mosu (510) 208-9614

Tudor S Mosu (510) 208-9614

Tudor S Mosu (510) 208-9614

mhtmIfilelICUserstmosuAppDataLocalMicrosoftWindowsTemporary Internet FilesContentOutlook1OYF6YPOGSA S 1210612011

Alameda County Auclttor-Controller Agencv Office of Contract Compliance OCC

FEDERAL GRANT FUNDS SMALL LOCAL EMERGING BUSINESS (SUI) WAIVER REQUEST

REQUIREDTOSOUCIT BlOSPROPOSALSAND AWARt)AMENO CONTRACTS THAT INCUJDe FtoERAl GRANT FUNDS THAT fROHI51l GIOORAPHICAl PREFERENCE)

mSfCDOfltcompr middot6 bbw and submit fhts form wlfh supporifng doclfrnentaion pecificolty stoHng that geographle preferences om bonnad fer the requetfed procurement to Tcmtnee TRlong Auditor Controller ace a QC 20111 or vIa email tot1Wlmf1lmn9_~99Uponapprovala fampdeKal Fundt WaNer number wm be I$SitEtd This numbM Is a mandatOf) field rGqooed tQ enter Q Procurement CollirUct In ALCOUMt ace wlJi mft-m upprovaill and denkds to tile Requesfing Depmtmem listed belew It IIIIftoI WQJvCW Is to $Cliett bids resubmlt c IOPY of the originally signed form Q nsed to tIWOrdlarYileM eo~ttI~ rlllquired addltlOlQllnfOOYlofl~l (3JiC bllliowl

1 Requasiing Department Ncme~_~~~9______ _~__________

A Contact First and Lost Nome~a~y Chen ___ _____ QiC 20203 __

8 Email Address~~~aOQCVmiddotorg ___ Phone Number ~~~~~ ____ 2 Procu~ement Oescriptlcm To p~asl an IB~~~tl0f~Jntonlln~ account) th~~lIIJr~~~

_IB~~~~gn~ pub~8 p~ate traini~gtpoundOUrses far saA Siaff _ CFOA No _9_~_5_5e___

3 1~~l9n~ checK aP2rgl~~~QY to fndrcqjg reason forYfaiver re9Y~______---

A 0 SoBd Bids with County Counsel approved modifled SlEB provlslons ___1___L__ ~

Wmvef Requeii ~ I=====================u____ t-__----i _101gt~r---------------- w 4 - bull _ IiT__ __ middot_-------1bull -- bullbull loW

IB II Award Contract wih COllnty COlJnSel OPPlOV(~ modifiampi SlES provIsions J IlL3 I W4livElf hquaat Delfs I

l ControctorNameCitYIM~IaClesett --~------------- iI Total Contract ValtJe $1499~O~ 5 3 fs i

L 3 fpoundlltroct S~ Date ~LJ~)2 U- COltmct End Dote=--zbJ~_IT1- - ~----- --~ -------- C 0 Contract Amendment --1_~J_ Also complete R 11 B2) and B 3) above WaWQr Req~Date

Dnme expiration Dote __~J1_ bull OMoo6Y Increase Amount $___~__~ ----~----~-- shy4 g Check here to in(iicate thai the FedefQ~ regulation Is ofialChed and speciflcally prohibits

geographical preferencs$ rrown he proc)r~met1 described above

Federal Re~Jutotlon NameNumber H~ltht~ S~~~L2~45ER~_~__~_

5 pound1 Che~~k here to lndicats that the Fedarar grant fundi are sub granted or PQssed through the State to the Couniy where State laws prohibit geogroph1cai preferences from the proctffemenf described obove and sub granf documerlts are aHached

State Regulation NomeNum r---=__

6 ---~~~~~~~gt-r--4-----n7io-y----shy r OClte

EPLS Search Results Page 1 of 1

Excluded Parties List System EPLS

Search Results Excluded By Firm Entity or Vessel International Business Machines Corporation

as of 14-Feb-2012 229 PM EST

Your search returned no results

httpsllwwweplsgoveplssearchdo full_name= Intemational+Business+Machines+Corpo 2142012

--------Contract No

7 Section 10 is amended and restated in its entirety as follows

TAXES Payment of all applicable federal state and local taxes excluding those based on Contractors net income shall be the sole responsibility of the County unless proper exemption documentation is provided to the Contractor

8 Section 11 is amended and restated in its entirety as follows

OWNERSHIP OF DOCUMENTS Ownership of any Materials provided under this Agreement shall be as provided for in the Additional Provisions

9 Section 12 is amended and restated in its entirety as follows

CONFLICT OF INTEREST CONFIDENTIALITY The Contractor covenants that to the best of its knowledge and belief it presently has no interest and shall not have any interest direct or indirect which would conflict in any manner with the performance of services required under this Agreement Without limitation Contractor represents to and agrees with the County that Contractor has no present and will have no future conflict of interest between providing the County services hereunder and any other person or entity (including but not limited to any federal or state wildlife environmental or regulatory agency) which has any interest adverse or potentially adverse to the County as determined in the reasonable judgment of the Board of Supervisors of the County

10 Section 15( c) is amended and restated in its entirety as follows

c If requested to do so by the County Contractor shall provide the County with access to copies of all of its records pertaining or relating to its employment practices except to the extent such records or portions of such records are confidential or privileged under state or federal law andor in accordance with Contractors policies andor procedures

11 Section 16 is amended and restated in its entirety as follows

DRUG-FREE WORKPLACE Contractor and Contractors employees shall comply with the Countys policy ofmaintaining a drug-free workplace Neither Contractor nor Contractors employees shall unlawfully manufacture distribute dispense possess or use controlled substances as defined in 21 US Code sect 812 including but not limited to marijuana heroin cocaine and amphetamines at any County facility or work site If Contractor or any employee of Contractor is convicted or pleads nolo contendere to a criminal drug statute violation occurring at a County facility or work site the Contractor within five days thereafter shall notify the head of the County departmentagency for which the contract services are performed

200f33

Contract No ________

12 Section 17 is amended and restated in its entirety as follows

AUDITS ACCESS TO RECORDS The Contractor shall make available to the County its authorized agents officers or employees for examination any and all project records evidencing or relating to the expenditures and disbursements charged to the County and shall furnish to the County its authorized agents officers or employees such other evidence or information as the County may require with regard to any such expenditure or disbursement charged by the Contractor

If such project records are not kept and maintained by Contractor within the County of Alameda California Contractor shall upon request of the County makesuch project records available to the County for inspection at a location within County Contractor shall provide such assistance as may be reasonably required in the course of such inspection The County further reserves the right to examine and reexamine said project records during the three (3) year period following termination of this Agreement or completion of all work hereunder and the Contractor shall in no event dispose of destroy alter or mutilate said project records whatsoever for three (3) years after the County makes the final or last payment or within three (3) years after any pending issues between the County and Contractor with respect to this Agreement are closed whichever is later Notwithstanding anything else contained herein as in regards to this project in no event shall Contractor provide any confidential financial information including but not limited to cost or pricing methodologies overheads profit margins internal audit results or employee records

13 Section 18 is deleted in its entirety

14 Section 20 is amended and restated in its entirety as follows

TERMINATION The County has and reserves the right to terminate or abandon the execution of any work by the Contractor without cause at any time upon giving to the Contractor thirty (30) days prior written notice In the event that the County should terminate the Contractors work the Contractor shall be entitled to payment for services provided hereunder prior to the effective date of said termination Said payment shall be computed in accordance with Exhibit B hereto provided that the maximum amount payable to Contractor for its IBM Education Pack Services shall not exceed $14994000 payment for services provided hereunder prior to the effective date of said termination

210f33

--------Contract No

15 Section 22 is deleted in its entirety IBM does not anticipate any hiring with this education effort based upon IBMs global HR policies and procedures

16 Section 30 is amended and restated in its entirety as follows

SUBCONTRACTINGASSIGNMENT Contractor shall not subcontract assign or delegate any portion of this Agreement or any duties or obligations hereunder without providing the County with prior written notification

a Neither party shall on the basis of this Agreement contract on behalf of or in the name of the other party Any agreement that violates this Section shall confer no rights on any party and shall be null and void

b Contractor shall remain fully responsible for compliance by its subcontractors with all the terms of this Agreement in the performance of the services by such subcontractors regardless of the terms of any agreement between Contractor and its subcontractors

17 Section 33 PATENT AND COpy INDEMNITY is deleted in its entirety and will be governed by the terms and conditions as stated in APPENDIX A IBM Education Pack online account

County Counsel Signature ~ b ~)lto

220f33

Contract No ________

EXIDBITA DEFINITION OF SERVICES

Project IBM Education Pack - online account

Service The contractor will set up an IBM Education Pack - online account for Alameda County Social Services Agency A total value offering of $17640000 to be placed immediately in the IBM Education Pack - online account for a price of$14994000

bull Alameda County Social Services Agency will use the IBM Education Pack - online account discounted dollars to purchase IBM Training public and private courses IBM Technical Conferences designated by IBM Training and offered in the United States IBM Training self paced virtual classes at the regular retail price in effect at the time ofeach such purchase The account is available for use to train any employee of the Alameda County Social Services Agency These dollars can not be used in combination with any other discounts promotions or separately negotiated special rates (Refer to Appendix A - IBM Education Pack -online account Terms and Conditions)

bull IBM will invoice Alameda County Social Services Agency upon signing ofthis Agreement Information will be supplied identifying a user id and password for monitoring the online account Invoices are due in accordance with Exhibit B

bull This account is valid for twelve (12) months from the date it is first activated on 31112 The requested start date may be no later than sixty (60) days from the signing ofthis Agreement Any remaining balance at the end oftwelve (12) months will expire and is non-refundable

230f33

Contract No ________

APPENDIX A

IBM Education Pack -online account

Terms and conditions

Alameda County Social Services Agency is entitled to the discounting as described below

IBM Education Pack -online account -general terms and conditions

The ffiM Education Pack -online account is an electronic account you fund with training dollars to be used for ffiM Training offerings The account offers two options for funding which are $100 increments and preset amounts

Precision paymentplan with flexible levels in $JOO increments Value of 5100 increments Your Savings USD 52500 -59900 25-99 0010 USD 510000 -524~00 100 -249 5 USD 525000 -549900 250 -499 10010 USD 550000 -599~00 500 -999 11 USD 5100000 + 1000+ 12

Pre-set amOlmts are available in packages Value Your Price Your Savings USD52500 USD $2500 0010 USD 510000 USD $9500 5 USD525OOO USD22500 10 USDS50000 USD $44500 11 USD 5100000 USD $88000 12

1 The ffiM Education Pack -online account training dollars are valid for 12 months and are nonshyrefundable The ffiM Education Pack -online account can be used by one or more individuals in your organization

2 The ffiM Education Pack online account is valid for 12 months and extensions are prohibited 3 The activation date for the ffiM Education Pack -online account is the date ffiM Training receives the

application and billing information unless an alternate activation date is requested at the time the application is submitted An activation date of up to 60 days from the date of the application may be selected if indicated on the initial order form

4 The ffiM Education Pack -online account can be used for ffiM public courses private on-site courses instructor mentoring and most conferences designated by ffiM Training and offered in the US The ffiM Education Pack -online account may also be used for most ffiM e-Iearning designated by ffiM Training When using the ffiM Education Pack -online account to pay for a private onsite class you may use the training dollar vouchers for the class tuition instructor travel and living equipment and classroom rentals if applicable

5 When using the ffiM Education Pack online account to pay for a conference the funds may be used for conference tuition and some associated education sessions designated by ffiM Training

6 The ffiM Education Pack - online account cannot be used for classes or conferences which occur beyond the expiration date of the account funds The funds must be valid on the first day of the class or

240f33

Contract No _________

conference regardless of the date ofyour enrollment 7 Certain IBM Training courses may be excluded from this program To determine which IBM Training

courses are eligible for the program and which are excluded access our online catalog via the World Wide Web at ibncQmtrainingus to view IBM Training public course descriptions and conference scheduJes or contact 1800-IBM-TEACH (1-800-426-8322)

8 You must enroll in each individual course or conference prior to attending All enrollments in courses or conferences are subject to availability Enrollments and purchases must be guaranteed by an alternate method ofpayment You must check the IBM Education Pack online account box on the enrollment form Ifyou enroll by phone you must indicate you are using IBM Education Pack - online account funds to properly flag your enrollment record

9 To use your IBM Education Pack -online account funds you must debit your account PRIOR to the start ofthe course or conference by creating a voucher and submitting it online Each account voucher must be completed with Alameda County Social Services Agency number Alameda County Social Services Agency name and offering identification You must create a unique voucher for each individual enrollment or offering you purchase

10 The purchase of an IBM Education Pack -online account does not guarantee that a class will be held in a specific location

11 Ifyour enrollment status changes due to any cancellations you must access your IBM Education Pack online account and void applicable vouchers to return unused funds to your account balance The IBM Education Pack online account will not automatically update

12 The IBM Education Pack -online account is password protected IBM Training is not responsible for the misuse ofIBM Education Pack -online accounts

B Once the IBM Education Pack -online account is debited by creating a voucher for the offering your invoice will be credited for the value submitted up to 100010 of the course or conference tuition or other valid offering purchased If the amount of the created voucher from the IBM Education Pack-online account does not cover the entire tuition of the eligible IBM Training offering you will be billed the difference Ifyour IBM Education Pack -online account is not debited a bill for the offering will be sent

14 IBM Education Pack -online account cannot be used to pay for offerings that have already been billed or applied to previously taken courses

15 Once the IBM Education Pack -online account has been debited training dollars cannot be reapplied to the IBM Education Pack -online account

16 IBM Education Pack -online account training dollars cannot be combined with any other discounts offers programs coupons or promotions

17 IBM Education Pack -online account training dollars cannot be used to purchase additional IBM Education Packs -online accounts or other discount offerings

18 The No-Show and Cancellation policies apply and a bill for the full course or conference tuition will be sent if a student fails to attend or to cancel within the required period for a course or conference To use IBM Education Pack -online account training dollars to pay a No-Show or late cancellation bill send an e-mail to edpack(ZVusibmcom for processing instructions

19 IBM Education Pack -online account cannot be used to pay for IBM Training services engagements 20 Prices ofthis program and eligible offerings are subject to change without notice 21 Course and conference schedules are subject to change without notice 22 The IBM Education Pack -online account can only be resold by authorized IBM Business Partners

250f33

Contract No _________

Terms and conditions

IBM agreementor courses and education nuderitds

CUITent as of 01 Jan 2011

The following terms apply to I) enrollment in classes offered by ffiM and 2) orders for ffiMs education materials These tenus along with any applicable license agreement are the complete agreement between us regarding the courses or education materials we provide and replace any prior oral or written communications between us Attendance at a class or your use of any education materials constitutes your agreement to these tenus and conditions Occasionally we have offerings with additional or different terms and conditions If so we will provide those terms and conditions to you For example conference tenus and conditions are outlined in the conference registration section of the conference website or in the conference brochure for the event

Coulses and education mateais

We list our generally available courses and education materials in various IDM Catalogs ofEducation (Catalog) which we publish from time to time We may add or withdraw courses and education materials at any time without notice

Scheduling dasses

We will specify the dates of public classes Private or on-site classes will be scheduled by mutual agreement We may cancel any scheduled class on notice If we cancel a class for which you have prepaid we will refund the price you paid

Accommodations for students with disabilities

IDM locations are accessible for students with disabilities If reasonable accommodations are required for an individual with a disability please advise IDM of the accommodations in advance

Pces and payment

Prices for public classes will be those in effect on the date the class begins Prices include the use of required education materials and machines They do not include taxes or student travel and living expenses IDM reserves the right to increase prices at any time without prior notification Prices for private or on-site classes will be established based on your requirements Additional charges may apply such as instructor travel and living expenses facilities and remote lab support You agree to pay amounts due including applicable taxes and any late payment fees as we specify in the invoice Conference cancellation charges will be specified on the conference website or in the conference brochure for the event

Cancellation charges

Effective January 1 2011

You will be charged the full price of a public class ifyou do not cancel or reschedule your enrollment at least fourteen calendar days prior to the scheduled start date or ifyou do not show up for the class

260f33

Contract No _________

However you may cancel your class enrollment at any time within the three days following your initial or any rescheduled enrollment date without charge

Ifyou cancel a private or on-site class within seven calendar days prior to the scheduled start date you will be billed the full price ofthe class ifyou cancel between eight and fifteen calendar days prior to the scheduled start date you will be billed 25 of the full price and ifyou cancel between sixteen and twentyshyone calendar days prior to the scheduled start date you will be billed lOO of the full price Cancellation of a private or on-site class more than twenty-one calendar days prior to the scheduled start date may be made without charge

Conference cancellation charges will be specified on the conference Web site or in the conference brochure for the event

Self-Paced Virtual Oasses and Web-Based Training Classes

You may not cancel once you submit an order for a Self-Paced Virtual Class or a Web-Based Training Class Once you submit the order you are responsible to pay the entire course price

Online Enrollment Before you submit your order review the machine requirements listed in the course description to ensure that your system meets the minimum requirements for this course After you submit the on-line order form you should receive a confirmation e-mail with communication about your ID and password and additional instructions to start the course You are billed for the course when you submit the order form

Once you receive your ID and Password you will be given a period of time to complete the course Please refer to the course description for specifics regarding your registered course ONCE YOU SUBMIT YOUR ORDER WE WILL NOT BE ABLE TO CANCEL THE ORDER

Patents and copyrights

Ifa third party claims that the education materials we provide to you infringe that partys patent or copyright we will defend you against that claim at our expense and pay all costs damages and attorneys fees that a court finally awards provided that you

1 promptly notify us in writing of the claim and 2 allow us to controL and cooperate with us in the defense and any related settlement negotiations

Ifsuch a claim is made or appears likely to be made you agree to permit us to enable you to continue to use the education materials or to modify or replace them Ifwe determine that none of these alternatives is reasonably available you agree to return the education materials to us on our written request We will then give you an appropriate credit for the returned materials

This is our entire ob1igation to you regarding any claim of infringement

We have no obligation regarding any claim based on your modification of education materials

27of33

Contract No ________

limitation of liability

Circumstances may arise where because of a default on our part or other liability you are entitled to recover damages from us In each such instance except for the payments referred to in our patent and copyright terms described above and damages for bodily injury (including death) and damage to real property and tangible personal property for which mM is legally Hable we are liable only for the charges for the class or education material that is the subject of the claim

This limit also applies to any ofour subcontractors It is the maximum for which we are collectively responsible

Items for which we are not liable Under no circumstances are we or our subcontractors liable for any of the following

] third-party claims against you for losses or damages (except as described above in the section entitled Patents and Copyrights and damages for bodily injury (including death) and damage to real property and tangible personal property for which mM is legally liable)

2 loss of or damage to your records or data or 3 special incidental or indirect damages or for any economic consequential damages (including lost

profits or savings) even ifwe are informed oftheir possibility

license

Any machine readable education materials that we provide to you will be subject to the terms and conditions ofa license agreement We will inform you of the applicable agreement

Warranty

THERE ARE NO EXPRESS WARRANTIES EXCEPT THOSE CONTAINED HEREIN OR IN ANY APPUCABLE UCENSE AGREEMENT THERE ARE NO IMPUED WARRANTIES INCLUDING BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE WE MAKE NO WARRANTY AS TO RESULTS TO BE ATTAINED BY ATTENDING OUR CLASSES OR USING OUR EDUCATION MATERIALS

Changes to this agreement

We may modifY these terms and conditions on written notice The modified terms and conditions will apply to your enrollment or order unless you cancel such enrollment or order prior to the effective date Otherwise for a change to be valid both of us must sign it Additional or different terms and conditions in any order or communication from you are void

General

bull You agree not to copy our copyrighted material without our prior written consent bull You agree not to use recording equipment in our classes without our prior written consent bull You agree not to use our trademarks trade names or other designations in any promotion or publication without our prior written consent bull You agree not to assign or otherwise transfer your rights under this Agreement without our prior

28of33

Contract No ________

written consent Any attempt to do so is void bull Neither of us is responsible for failure to fulfill any obligations due to causes beyond its control bull Neither ofus will bring a legal action (under this Agreement) more than two years after the cause of action arose bull Any terms of this Agreement which by their nature extend beyond its termination remain in effect until fulfilled and apply to respective successors and assignees

290f33

Contract No ________

EXHIBITB PAYMENT TERMS

1 The tenn ofthis Agreement is March 1 2012 through March 31 2013

2 Total payment under the tenns of this Agreement will not exceed the total amount of $14994000 This cost includes all taxes and all other charges

3 Invoices to County are due upon receipt of invoice and payable within thirty (30) days from receipt of invoice

The contractor will set up an mM Education Pack - online account for Alameda County Social Services Agency A total value offering of $1 7640000 to be placed immediately in the mM Education Pack - online account for a price of $14994000

4 Invoices will be approved by the Alameda County Social Services Agency Contract Liaison

5 Contractor shall submit invoice as required to

Alameda county Social Services Agency 2000 San Pablo Ave 4th floor

Oakland CA 94612 Attn Jerome Graham

300f33

C

EXHIBITC COUNTY OF ALAMEDA MINIMUM INSURANCE REQUIREMENTS

Wi1hout limiting MY other obligation or liabilily under this Agreement he Contractor at its sole rost and expense shall secure and keep in force he entire term of he as be he insuranre limits and endorsements

Commercial General Uability Premises Liability Products and Completed Operations Contractual

Personal and liabi B Commercial or Business Automobile Liability

All owned vehicles hired or leased vehicles non-owned borrowed and permissive uses Personal Automobile Liability is acceptable for individual contractors with no related activities Workers Compensation (WC) and Employers Uability (EL)

for all contractors with eml)Jovees

o Endorsements and Conditions

$1000000 per occurrence (CSl) Bodily Injury and Property Damage

$1000000 per occurrence (CSL) My Auto Bodily Injury and Property Damage

or disease

1 ADDmONAL INSURED All insurance required above with the exception of Personal Automobile LiabilityI Workers Compensation and Employers Liability shall be endorsed to name as additional insured County of Alameda its Board of SUpervisors the individual members thereof and all County officers agents employees and representatives

2 DURATION OF COVERAGE All required insurance shall be maintained during the entire term of the Agreement with the following exception Insurance policies and coverage(s) written on aclaims-made basis shall be maintained during the entire term of the Agreement and until 1year following expiration of the Agreemen~ as long as such coverage remains commercially available in the market place

3 REDUCTION OR UMIT OF OBLIGATION The insurance policies provided for in Aand Babove shall be primary and non contributory only with respect to liability arising out of this Agreement Pursuant to the provisions of this Agreement insurance effected or procured by the Contractor shall not reduce or limit Contractors contractual obligation to indemnify and defend the Indemnified Parties

4 INSURER ANANCIAL RAnNG Insurance shall be maintained through an insurer with aAM Best Rating of no less than AshyVlI or equivalen~ and shall be admitted to the State of California unless otherwise waived by Risk Management Acceptance of Contractors insurance by County shall not relieve or decrease the liability of Contractor hereunder My deductible or selfshyinsured retention amount or other similar obligation under the policies shall be the sole responsibility of the Contractor

S SUBCONTRACTORS Contractor shall include all subcontractors as an insured (covered party) under its policies or shall furnish separate certificates and endorsements for each subcontractor All coverages for subcontractors shall be subject to all of the requirements stated herein

6 JOINT VENTURES If Contractor is an association partnership or other joint business venture required insurance shall be provided by anyone of the following methods

- Separate insurance policies issued for each individual entity with each entity included as aNamed Insured (covered party) or at minimum named as an Additional Insured on the others policies Joint insurance program with the association partnership or other joint business venture included as a Named Insured

7 CANCELLATION OF INSURANCE Should any of the above described policies be cancelled before the expiration date thereof notice will be delivered in accordance with the policy provisions

8 CERTIACATE OF INSURANCE Before commencing operations under this Agreemen~ Contractor shall provide Certificate(s) of Insurance and applicable insurance endorsements in form and satisfactory to County evidencing that all required insurance coverage is in effect The County reserves the rights to require the Contractor to provide complete certified copies of all required insurance policies The require certificate(s) and endorsements must be sent to

- DepartmentAgency issuing the contract With acopy to the Contracts Office (2000 San Pablo Ave 4th floor Oakland CA 94612)

Certificate C-1 Form 2001-1

31of33

________________________________ _

Contract No ________

EXHIBITD

COUNTY OF ALAMEDA DEBARMENT AND SUSPENSION CERTIFICATION

(Applicable to all agreements funded in part or whole with federal funds and contracts over $25000)

The contractor under penalty of perjury certifies that except as noted below contractor its principals and any named and unnamed subcontractor

bull Is not currently under suspension debarment voluntary exclusion or

determination of ineligibility by any federal agency

bull Has not been suspended debarred voluntarily excluded or determined

ineligible by any federal agency within the past three years

bull Does not have a proposed debarment pending and

bull Has not been indicted convicted or had a civil judgment rendered against it by

a court of competent jurisdiction in any matter involving fraud or official

misconduct within the past three years

If there are any exceptions to this certification insert the exceptions in the following space

Exceptions will not necessarily result in denial of award but will be considered in determining contractor responsibility For any exception noted above indicate belOw to whom it applies initiating agency and dates of action

Notes Providing false information may result in criminal prosecution or administrative sanctions The above certification is part of the Standard Services Agreement Signing this Standard Services Agreement on the signature portion thereof shall also constitute signature of this Certification

CONTRACTOR __~~__L-

PRINCIPAL~~---ll-I-L-_o_--GlI_V__f___ TITLE~~)(UltJ~ltCJJ St(

SIGNATURE~-+-----=----____ DATEcl ~ (jJ~

32of33

Contract No _______

EXHmITE

COUNTY OF ALAMEDA CONTRACT COMPLIANCE REPORTING REQUIREMENTS

Upon receipt of signed contract documents prime contractor shall immediately enterassign subcontractors in the Syste~ confum payments received from the County within 5 business days in the Syste~ immediately enter payments made to subcontractors and ensure that subcontractors confirm they received payments within 5 business days in the System Subcontractors shall confirm their payments received from the prime contractor within 5 business days in the System

Alameda County Contract Compliance System training and ongoing support are provided at no charge to contractors and participating sub-contractors awarded a contract as a result of this bid process for this project Contractors having contracts with the County should schedule a representative from their officecompany along with each of their subcontractors to attend training The training schedule may be viewed online at httpwwwelationsyscomelatiollsysisupport lhtm or call Elation Systems at (510) 764shy1870 A special access code will be provided to contractors and subcontractors participating in this contract awarded to allow use of the System free of charge

It is the Contractors responsibility to ensure that they and their subcontractors are registered and trained as required to utilize the Alameda County Contract Compliance System Training sessions are approximately one hour and will be held periodically in a number of locations throughout Alameda COWlty

330f33

DATE MDDIYYYYCERTIFICATE OF LIABILITY INSURANCE 211012012

THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMA11ON ONLY AND CONFERS NO RIGHTS UPON TtE CERTFICATE HOLDER THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND EXTEND OR AtTER THE COVERAGE AFFORDED BY THE POUCIES BELOW THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BElWEEN THE ISSUING INSURER(S) AUTHORIZED REPRESENTATIVE OR PRODUCER AND TtE CERTIFICATE HOLDER

IMPORTANT If the certificate holder is an ADDmONAL INSURED the policy(ies) must be endorsed If SUBROGATION IS WAIVED subject to the terms and conditions ofthe policy certain policies may require an endorsement A statement on this certificate does not confer rights to the certificate holder in lieu of such enciorseme s

PROOUCER

Aon Risk Services Northeast Inc 199 Water Street New York NY 10038 Phone 8662667475 Fax 8664677847 AFFORDING COVERAGE HAIC INSURED COMPANY A ACE American Insurance Company

lnIemationaI Business -4achines Corp amp My Other Subsidiary Corp Owned 01 ConIrDlled by the Insured 1 New Orohan Road Armonk NY 10504 United Slates

INSUR

COVERAGES CERllFICATE NUMBER154795 REVISION NUMBER THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED NOTWITHSTANDING ANY REQUIREMENT TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO VllHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS EXCLUSIONS AND CONDITIONS OF SUCH POLICIES LlMrTS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS

INSR (fiUCf EFF POUCfEXPLTR TYPE OF INSURANCE POLICY NUMBER til UMITS

A GENERAL UABIUTY HDOG25529236 5212011 1512112012 EACH OCCURRENCE $1OQMQQ--shy~~ X COMMERCIAl GENERAl LIABILITY PREMISE$Ea ~~ncel 11000 000 = CLAIUS-MAOE [KJ OCCUR UED EXP (Anyone person) S2500000

- I PERSONAl amp ArN INJURY $1000000-

-- ~GENERAL AGGREGotTE $1000000

~L AGGREr9L1MIT ArPER i PROOUCTS-COMP~AGG $1000000

POLICY ~ LOG I i A AUlOIIOBILE UABlUlY ISAH08635948 51212011 51212012 COMBINED SINGLE LIMIT

51000000---shy (Eaarridentll2t ANY AUTO BOOIL Y INJURY (Per personl ALL OWNEO AUTOS f-shy

- ~LY INJURY (Peracddenl) SCHEDULED AUTOS PROPERTY DAMAGE-

- HIREOAUTOS i(Per_) r-middotmiddotmiddotmiddotmiddot

--shy ~AUTOS

I I UlIBRElILA UAB

I

Irl OCCUR i EACH OCCURRENCE

~

EXCESSUAS ~~ CLAIMS-MAOE AGGREGATE

- DEDUCTIBlE

IRETEImON $ WORIltERS COIIPENSA11ON i I~~Ullis I IdegJrANDEMPLOYERSUABUTY YIN shy

ANY PROPRIETORiPARTNERIEXECUTlVE D NIA

I

EL EACH ACCIDENT OFFlCERMEIBIR EXaUOED

I EL DISEASE - EA EMPLOYEE m(MIndaIoIy In NHI

~~~~~TIONSbel i EL OISEASEmiddot POLICY LIMIT

i i I I DESCRIP110N OF OPERATION$ LOCATION$I YEHlCLES Aflach ACORD 101 AcldiUoMlRemrb $chedm is ngtqulroocl)

Please see page 2 for any additional language

CERllFICATE HOLDER CANCELLAllON

Alameda County Department of Social Services 2000 San Pablo Ave Oakland CA 94612 United States

SHOULD ANY OF 1ME ABOVE DESCRIBED POLICIES BE CANCE1lED BEFORE lHE EXPlRA110N DATE lHEREOF NOnce WILL BE DElNERED IN ACCORDANCe WFTH lHE POLICY PROVISIONS

I

AUTHORIZED REPRESENTAlIYE

AuIhcfized ReJgtresenlatve ~_yen~ ~~~~~bullw __ J_ PIaI Risk SenIkes NonheasI Inc

ISgt 1988-2009 ACORD CORPORATION AI righIs reserved

ACORD 25 (2009101 The ACORD name and logo are registered marks ofACORD Page 1 of2

ADDITIONAL REMARKS SCHEDULE AGENCY

Aon Risk Services Northeast Inc 199 Water Street New York NY 10038 Phone 8662667475 Fax 8664677847

NAIlED INSURED IntemaUonal Business Machines CoIp amp Ally Other SubsidiaIy CoIp Owned Of Contro8ed by lIle Insured 1 New Ordlard Road Armonk NY 10504 United Slates

EFFECTIVE DATE

ADDITIONAL REMARKS

THIS ADDITIONAL REMARKS FORM IS A SCHEDULE TO ACORD FORM

FORM NUMBER 25 FORM TITLE CERTIFICATE OF LIABILITY INSURANCE

[Alameda County Department of SOcial Services County of Alameda its Board of SUpervisors the individual members hereof and all County officers agents employees and representatives are hereby named as additional insureds on

General Liability policies but only to the extent that their interest may appear

Additional Language The insurance coverage provided for herein shall be primary and non contributory only wi1h respect to liabHity arising out of this Agreement with respect to liabHity arising out of IBMs negligence and as respects this contract only

Project IBM Education Pack Services

If there is a question regarding this certificate please contact Edward DiNardo (Email dinardoeusibmcom Phone 916-567-2922)

~ operations incidental to the conduct of insureds business in the United States of America

ACORD 101 (2008101) 2008 ACORD CORPORA nON All rights reserved The ACORD name and logo are registered marks of ACORD

Page 20f2

tC~RiJ CERTIFICATE OF LIABILITY INSURANCE I DlTE 1I1IfDOIYYYY)

21102012

THIS CERnFICATE IS ISSUED AS A MATTER OF INFORMA nON ONLY AND CONFERS NO RIGHTS UPON TIE CERTIFICATE HOLDER THIS CERnFICATE DOES NOT AFFlRMAnvaY OR NEGAnVELY AMEND EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POUCIES BELOW THIS CERnFICATE OF INSURANCE DOES NOT CONSTITUlE A CONTRACT BETWEEN THE ISSUING INSURER(S) AUTHORIZED REPRESENTAnVE OR PRODUCER AND TIE CERTIFICATE HOLDER

IMPORTANT Iftlle certifieate holder is an ADDITIONAL INSURED the policy(ies) must be endorsed If SUBROGAnON IS WAIVED subject to the terms and conditions of the policy certain policies may require an endorsement A statement on this certifICate does not confer rights to the certificate holder in lieu of such endorsement(s)

PRODUCER =~NT Aon Risk Services Northeast Inc 1pound Ir~No)199 Water Street New York NY 10038 Phone 8662667475 Fax 8664677847 INSURER(S) AFFORDING COIlERAGE HAIC

INSURED COMPNff A liberty Insurance Corporal

International Business Madlines CoqJ COMNoIY B liberty MulJaIII1SUrIIIIlt8 CcrIyengtany 1 New Ord1ard Road COMNoIY Co National Union Fino ance Company d 1IIIsbtJrgh PA Amlonk NY 10504 United Stales

COVERAGES CERT1FICATE NUMBER154796 REVISION NUMBER- THIS IS TO CERTIFY THAT THE POlICIES OF INSURANCE LISTED BEleW HAVE BEEN ISSueD TO THE INSUREO NAMED ABOVE FOR THE POlICY PERIOD INDICATED NOTWITHSTANDING ANY REQUIREMENT TERM OR CONDITION OF ANY COOTRACT OR OTHER DOCUMENT 1MTH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN THE INSURANCE AFFORDEO BY THE POLICIES DESCRIBEO HEREIN IS SUBJECT TO ALL THE TERMS EXCLUSIONS AND CONDITIONS OF SUCH POliCIES LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID ClAIMS

11tf TYPE OF INSURANCE IIHSR IWVD POLICY NIMIIER ~1fgtUCYEXP UIlITS

GENERAl UAaUlY I EACH OCCURRENCE

COMMERCIAL GENERAl LiABlLI1Y ~~~e~~nce) CLAIMS-MADE D OCCUR MED EXP (Anyone fgten)

PERSONAl amp AlN INJURY

GENERAl AGGREGATE

ESPER ~CT5 - calpop AGG

nLOC AIlOIIOIlILE UAaUlY COMBINED SINGLE LIMIT - (Ea 8Cdde1t)

ANY AUTO BOOI L Y INJURY (Per fgte11lOt)-shy

ALL OWNED AUTOS BODILY INJURY (Per accident)-

- SCHEDULED AUTOS PROPERTY DAMAGE

HIRED AUTOS (Per accident) -

NON-OWNED AUTOS - ~

UIIBRELlA UAB HOCCUR

EACH OCCURRENCE-EXCESSUAB CLAIMS-MADE AGGREGATE

---- DEDUCTIBLE

A WORKERS COIIPENSAllON WA7-6I)()0415ef4Z AOSPRNYlshy 11112012 1III2OIa X I T~~JWs I IO~A AND EMPLOYERS UAaUlY WA7-62D-laquol41SHi12 IYil 11112012 11112013 A YIM WC1~I-ltIOU5amp-I52 (OR WI) 11112012 11112013 $100000A ANY PROIRIETORIPARTNERlEXECUTIVE ~

MIA ~1_ExaNOHl 11112012 11112013 EL EACH ACCIDENT OFACERIMEI4BER EXClUDEDI (Mandatory In NKI

BH2HIC14158-1M2(V1) 11112012 11112013 EL DISEASE- EA EMPLOYEE $1ooampQQc 83-118922 a-) 11112012 IttrlO13

bull ~~~OPERATIONSIlet_ EL DISEASE POliCY LIMIT $100000

bull

DESCRIPllON OF OPERATIONS I LOCAnONS I VEHICLES (Attech ACORD 101 MdIlloMI Renlarlc8lchedule r mono fMICI Is required)

bullbull Includes EL coverage for monopolistic states NO PR WA WY

Please see page 2 for any additional language

CERT1FICATE HOLDER CANCELLATlON

Alameda County Department of Social Services 2000 San Pablo Ave Oakland CA 94612 United States

SHOULD Atlaquo OF THE ABOVE DESCRI8ED POUCIES BE CANCELLED BEFORE THE EXPIRATION DATE 1lIEREOF NOTICE WILL BE DELIVERED IN ACCORDANCE WrrH THE POLICY PROVISIONS

I

AUTHOIIZED REPRESEHTA1IYE

IIiutJori2od ~ smiddot~ _~4-~(~--w ___ --~~ -~kin Risk SeNices Nor1heast Inc

copy 1881-2009 ACORD CORPORA TlON An nghts reserved ACORD 26 (2009109) The ACORD name and logo are registered marks ofACORD

Page 1 of 2

ADDITIONAL REMARKS SCHEDULE AGENCY

ADo Risk Services Northeast Inc 199 Water Street New York NY 10038 Phone 8662667475 Fax 8664677847

NAIlED INSURED International Business Machines Corp 1 New Onhani Road Armonk NY 10504 United states

EFFECTIVE MTE

ADDmONAL REMARKS

THIS ADDITIONAL REMARKS FORM IS A SCHEDULE TO ACORD FORM

FORM NUMBER 25 FORM 11TLE CERTIFICATE OF LIABILITY INSURANCE

Project IBM Education Pack Services

Ifthere is a question regarding this certificate please contact Edward DiNardo (Email dinardoeusibmcom Phone 916-567-2922)

All operations incidental to the conduct of insureds business in the United States of America

ACORD 101 (2008101) C 2008 ACORD CORPORATION All rights reserved The ACORD name and logo are registered mal1ls of ACORD

Page 20f2

AKl K NAKAO Director

G~-r)ipDecember 5 2011

DEC 08 lOl1 TO Caroline Judy Assistant Direltltor GSA

RECE~vED FROM Tudor S Mosu Procurement Specialist n

SUBJECf Finding ofNon-Competition bull Sote Source 2084 Purchase from International Business Machines Corp Sacramento CA

This is to document my finding that competitive bidding is not possible for the purchase ofall IBM Education Pack in tho amount oUI 4994000 for the Social Services Agency (SSA) Infonnation Systems Department and therefore the Departmental Justification to Request a Waiver ofCounty Competitive Bidding Requirement copy attached is approved

In accordance with the County Administrative Code Section 412010 entitled UPurchases to be by Competitive Quotation all purchases of and contracts for materials supplies services fwnishings equipment livestock and other personal property shall be based wherever possible on competitive quotations

I have reviewed and researched the product and marketplace Based on my research ofthe departmental justifi~tion and internet I have detennined the requested product and supplier cannot be substituted and satisfy the Countys requirements International Business Machines Corp (IBM) is the only vendor capable to provide an online account to be used for IBM private courses at SSA on WM business intelligence data warehouse reporting classes IBM will add the SSA content customized to the training environment using Cognos Framework Manager and will provide a suite oftraining public and private courses technical conferences and selfmiddotpaced virtual classes This sole source request was posted on the County website for ten (10) business days and no other proposal was received Therefore competitive quotations are not possible and the request is recommended for your approval

The Social Services Agency is to obtain Board approval for services that exceed $25000 requesting authorization from the President of the Board to sign the contract or approve the purchase The Auditor-Controller issues Board signed contracts and Board approved purchase orders and purchase order changes withwithout signed contracts

te IIktt II Peill-o ValenciaDeputy Direct6rlDate

GSA Office ofAcquisition Policy

SLEB Compliant ______

Date~~~~_________ Director GSA

Attachment(s)

1401 LAKISIDE DRIVU SUITL 907 OAKLND CALIFORNIA 94612 PHmr 5102989600 [AX 5[02089626 wwwlt5(itnc~ovorg

GSA Sole Source Procurements - Alameda County Page lof2o Ala~~da co~ntys Offl~lal ~ebslte Skip County Banner 0 SHARE rJf l

~ go WoOFg i QUick links Citizens Business Seerch aegov IGO I Government Emergencies

GSA Home

Home

Introduction

AwardedClosed Contracts

Current Contracting Opportunltles

Arch 8 Engineering Construction

Sole Source Procurements

Goods 8 Services The contracts described below have been determined to comply with the County Sole Source Policy in ~flesrlonal Services that only a single source is available andor valid sole source exceptions to the competitive process

I-===----f exisl Upcoming ContractIng Opportunities

Arch amp Englnoaring Construction Goods amp Services ProfessIonal ServlceQ

Sole Source Procurements

Highland Project Contracts

AwardedClosedContracts CUlTent Contracting Opportunltles Upcoml Contracting

Contacts Teams

Vendor Info Vendor Guide Vendor Application (Online) Vendor Application

Public Works (PWA) Contracting Opportunities

CDA Construction Contracting Opportunities

StopWasteOrg

Advance NotIce of SoJe Source purchases are posted on-line for a minimum of five (Ii) business days prior to a contract being awarded For any additlonallnformatlon regarding contracts posted on thIs website please contact the appropriate parson listed below Thank you for your interest

Source Contract DescrIption

f1Ef1l Online Training Courses

f1I3JI Repair and Test fIre fighting ProtectiVe Clothing

Electro Shock Guns Cartridges BaHerlee amp Accessories

Estimate Award Date

120212011

11302011

111172011

Contact Person

Tudor S Mosu (510) 208-9614

Tudor S Mosu (510) 208-9614

Tudor S Mosu (510) 208-9614

mhtmIfilelICUserstmosuAppDataLocalMicrosoftWindowsTemporary Internet FilesContentOutlook1OYF6YPOGSA S 1210612011

Alameda County Auclttor-Controller Agencv Office of Contract Compliance OCC

FEDERAL GRANT FUNDS SMALL LOCAL EMERGING BUSINESS (SUI) WAIVER REQUEST

REQUIREDTOSOUCIT BlOSPROPOSALSAND AWARt)AMENO CONTRACTS THAT INCUJDe FtoERAl GRANT FUNDS THAT fROHI51l GIOORAPHICAl PREFERENCE)

mSfCDOfltcompr middot6 bbw and submit fhts form wlfh supporifng doclfrnentaion pecificolty stoHng that geographle preferences om bonnad fer the requetfed procurement to Tcmtnee TRlong Auditor Controller ace a QC 20111 or vIa email tot1Wlmf1lmn9_~99Uponapprovala fampdeKal Fundt WaNer number wm be I$SitEtd This numbM Is a mandatOf) field rGqooed tQ enter Q Procurement CollirUct In ALCOUMt ace wlJi mft-m upprovaill and denkds to tile Requesfing Depmtmem listed belew It IIIIftoI WQJvCW Is to $Cliett bids resubmlt c IOPY of the originally signed form Q nsed to tIWOrdlarYileM eo~ttI~ rlllquired addltlOlQllnfOOYlofl~l (3JiC bllliowl

1 Requasiing Department Ncme~_~~~9______ _~__________

A Contact First and Lost Nome~a~y Chen ___ _____ QiC 20203 __

8 Email Address~~~aOQCVmiddotorg ___ Phone Number ~~~~~ ____ 2 Procu~ement Oescriptlcm To p~asl an IB~~~tl0f~Jntonlln~ account) th~~lIIJr~~~

_IB~~~~gn~ pub~8 p~ate traini~gtpoundOUrses far saA Siaff _ CFOA No _9_~_5_5e___

3 1~~l9n~ checK aP2rgl~~~QY to fndrcqjg reason forYfaiver re9Y~______---

A 0 SoBd Bids with County Counsel approved modifled SlEB provlslons ___1___L__ ~

Wmvef Requeii ~ I=====================u____ t-__----i _101gt~r---------------- w 4 - bull _ IiT__ __ middot_-------1bull -- bullbull loW

IB II Award Contract wih COllnty COlJnSel OPPlOV(~ modifiampi SlES provIsions J IlL3 I W4livElf hquaat Delfs I

l ControctorNameCitYIM~IaClesett --~------------- iI Total Contract ValtJe $1499~O~ 5 3 fs i

L 3 fpoundlltroct S~ Date ~LJ~)2 U- COltmct End Dote=--zbJ~_IT1- - ~----- --~ -------- C 0 Contract Amendment --1_~J_ Also complete R 11 B2) and B 3) above WaWQr Req~Date

Dnme expiration Dote __~J1_ bull OMoo6Y Increase Amount $___~__~ ----~----~-- shy4 g Check here to in(iicate thai the FedefQ~ regulation Is ofialChed and speciflcally prohibits

geographical preferencs$ rrown he proc)r~met1 described above

Federal Re~Jutotlon NameNumber H~ltht~ S~~~L2~45ER~_~__~_

5 pound1 Che~~k here to lndicats that the Fedarar grant fundi are sub granted or PQssed through the State to the Couniy where State laws prohibit geogroph1cai preferences from the proctffemenf described obove and sub granf documerlts are aHached

State Regulation NomeNum r---=__

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EPLS Search Results Page 1 of 1

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as of 14-Feb-2012 229 PM EST

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httpsllwwweplsgoveplssearchdo full_name= Intemational+Business+Machines+Corpo 2142012

Contract No ________

12 Section 17 is amended and restated in its entirety as follows

AUDITS ACCESS TO RECORDS The Contractor shall make available to the County its authorized agents officers or employees for examination any and all project records evidencing or relating to the expenditures and disbursements charged to the County and shall furnish to the County its authorized agents officers or employees such other evidence or information as the County may require with regard to any such expenditure or disbursement charged by the Contractor

If such project records are not kept and maintained by Contractor within the County of Alameda California Contractor shall upon request of the County makesuch project records available to the County for inspection at a location within County Contractor shall provide such assistance as may be reasonably required in the course of such inspection The County further reserves the right to examine and reexamine said project records during the three (3) year period following termination of this Agreement or completion of all work hereunder and the Contractor shall in no event dispose of destroy alter or mutilate said project records whatsoever for three (3) years after the County makes the final or last payment or within three (3) years after any pending issues between the County and Contractor with respect to this Agreement are closed whichever is later Notwithstanding anything else contained herein as in regards to this project in no event shall Contractor provide any confidential financial information including but not limited to cost or pricing methodologies overheads profit margins internal audit results or employee records

13 Section 18 is deleted in its entirety

14 Section 20 is amended and restated in its entirety as follows

TERMINATION The County has and reserves the right to terminate or abandon the execution of any work by the Contractor without cause at any time upon giving to the Contractor thirty (30) days prior written notice In the event that the County should terminate the Contractors work the Contractor shall be entitled to payment for services provided hereunder prior to the effective date of said termination Said payment shall be computed in accordance with Exhibit B hereto provided that the maximum amount payable to Contractor for its IBM Education Pack Services shall not exceed $14994000 payment for services provided hereunder prior to the effective date of said termination

210f33

--------Contract No

15 Section 22 is deleted in its entirety IBM does not anticipate any hiring with this education effort based upon IBMs global HR policies and procedures

16 Section 30 is amended and restated in its entirety as follows

SUBCONTRACTINGASSIGNMENT Contractor shall not subcontract assign or delegate any portion of this Agreement or any duties or obligations hereunder without providing the County with prior written notification

a Neither party shall on the basis of this Agreement contract on behalf of or in the name of the other party Any agreement that violates this Section shall confer no rights on any party and shall be null and void

b Contractor shall remain fully responsible for compliance by its subcontractors with all the terms of this Agreement in the performance of the services by such subcontractors regardless of the terms of any agreement between Contractor and its subcontractors

17 Section 33 PATENT AND COpy INDEMNITY is deleted in its entirety and will be governed by the terms and conditions as stated in APPENDIX A IBM Education Pack online account

County Counsel Signature ~ b ~)lto

220f33

Contract No ________

EXIDBITA DEFINITION OF SERVICES

Project IBM Education Pack - online account

Service The contractor will set up an IBM Education Pack - online account for Alameda County Social Services Agency A total value offering of $17640000 to be placed immediately in the IBM Education Pack - online account for a price of$14994000

bull Alameda County Social Services Agency will use the IBM Education Pack - online account discounted dollars to purchase IBM Training public and private courses IBM Technical Conferences designated by IBM Training and offered in the United States IBM Training self paced virtual classes at the regular retail price in effect at the time ofeach such purchase The account is available for use to train any employee of the Alameda County Social Services Agency These dollars can not be used in combination with any other discounts promotions or separately negotiated special rates (Refer to Appendix A - IBM Education Pack -online account Terms and Conditions)

bull IBM will invoice Alameda County Social Services Agency upon signing ofthis Agreement Information will be supplied identifying a user id and password for monitoring the online account Invoices are due in accordance with Exhibit B

bull This account is valid for twelve (12) months from the date it is first activated on 31112 The requested start date may be no later than sixty (60) days from the signing ofthis Agreement Any remaining balance at the end oftwelve (12) months will expire and is non-refundable

230f33

Contract No ________

APPENDIX A

IBM Education Pack -online account

Terms and conditions

Alameda County Social Services Agency is entitled to the discounting as described below

IBM Education Pack -online account -general terms and conditions

The ffiM Education Pack -online account is an electronic account you fund with training dollars to be used for ffiM Training offerings The account offers two options for funding which are $100 increments and preset amounts

Precision paymentplan with flexible levels in $JOO increments Value of 5100 increments Your Savings USD 52500 -59900 25-99 0010 USD 510000 -524~00 100 -249 5 USD 525000 -549900 250 -499 10010 USD 550000 -599~00 500 -999 11 USD 5100000 + 1000+ 12

Pre-set amOlmts are available in packages Value Your Price Your Savings USD52500 USD $2500 0010 USD 510000 USD $9500 5 USD525OOO USD22500 10 USDS50000 USD $44500 11 USD 5100000 USD $88000 12

1 The ffiM Education Pack -online account training dollars are valid for 12 months and are nonshyrefundable The ffiM Education Pack -online account can be used by one or more individuals in your organization

2 The ffiM Education Pack online account is valid for 12 months and extensions are prohibited 3 The activation date for the ffiM Education Pack -online account is the date ffiM Training receives the

application and billing information unless an alternate activation date is requested at the time the application is submitted An activation date of up to 60 days from the date of the application may be selected if indicated on the initial order form

4 The ffiM Education Pack -online account can be used for ffiM public courses private on-site courses instructor mentoring and most conferences designated by ffiM Training and offered in the US The ffiM Education Pack -online account may also be used for most ffiM e-Iearning designated by ffiM Training When using the ffiM Education Pack -online account to pay for a private onsite class you may use the training dollar vouchers for the class tuition instructor travel and living equipment and classroom rentals if applicable

5 When using the ffiM Education Pack online account to pay for a conference the funds may be used for conference tuition and some associated education sessions designated by ffiM Training

6 The ffiM Education Pack - online account cannot be used for classes or conferences which occur beyond the expiration date of the account funds The funds must be valid on the first day of the class or

240f33

Contract No _________

conference regardless of the date ofyour enrollment 7 Certain IBM Training courses may be excluded from this program To determine which IBM Training

courses are eligible for the program and which are excluded access our online catalog via the World Wide Web at ibncQmtrainingus to view IBM Training public course descriptions and conference scheduJes or contact 1800-IBM-TEACH (1-800-426-8322)

8 You must enroll in each individual course or conference prior to attending All enrollments in courses or conferences are subject to availability Enrollments and purchases must be guaranteed by an alternate method ofpayment You must check the IBM Education Pack online account box on the enrollment form Ifyou enroll by phone you must indicate you are using IBM Education Pack - online account funds to properly flag your enrollment record

9 To use your IBM Education Pack -online account funds you must debit your account PRIOR to the start ofthe course or conference by creating a voucher and submitting it online Each account voucher must be completed with Alameda County Social Services Agency number Alameda County Social Services Agency name and offering identification You must create a unique voucher for each individual enrollment or offering you purchase

10 The purchase of an IBM Education Pack -online account does not guarantee that a class will be held in a specific location

11 Ifyour enrollment status changes due to any cancellations you must access your IBM Education Pack online account and void applicable vouchers to return unused funds to your account balance The IBM Education Pack online account will not automatically update

12 The IBM Education Pack -online account is password protected IBM Training is not responsible for the misuse ofIBM Education Pack -online accounts

B Once the IBM Education Pack -online account is debited by creating a voucher for the offering your invoice will be credited for the value submitted up to 100010 of the course or conference tuition or other valid offering purchased If the amount of the created voucher from the IBM Education Pack-online account does not cover the entire tuition of the eligible IBM Training offering you will be billed the difference Ifyour IBM Education Pack -online account is not debited a bill for the offering will be sent

14 IBM Education Pack -online account cannot be used to pay for offerings that have already been billed or applied to previously taken courses

15 Once the IBM Education Pack -online account has been debited training dollars cannot be reapplied to the IBM Education Pack -online account

16 IBM Education Pack -online account training dollars cannot be combined with any other discounts offers programs coupons or promotions

17 IBM Education Pack -online account training dollars cannot be used to purchase additional IBM Education Packs -online accounts or other discount offerings

18 The No-Show and Cancellation policies apply and a bill for the full course or conference tuition will be sent if a student fails to attend or to cancel within the required period for a course or conference To use IBM Education Pack -online account training dollars to pay a No-Show or late cancellation bill send an e-mail to edpack(ZVusibmcom for processing instructions

19 IBM Education Pack -online account cannot be used to pay for IBM Training services engagements 20 Prices ofthis program and eligible offerings are subject to change without notice 21 Course and conference schedules are subject to change without notice 22 The IBM Education Pack -online account can only be resold by authorized IBM Business Partners

250f33

Contract No _________

Terms and conditions

IBM agreementor courses and education nuderitds

CUITent as of 01 Jan 2011

The following terms apply to I) enrollment in classes offered by ffiM and 2) orders for ffiMs education materials These tenus along with any applicable license agreement are the complete agreement between us regarding the courses or education materials we provide and replace any prior oral or written communications between us Attendance at a class or your use of any education materials constitutes your agreement to these tenus and conditions Occasionally we have offerings with additional or different terms and conditions If so we will provide those terms and conditions to you For example conference tenus and conditions are outlined in the conference registration section of the conference website or in the conference brochure for the event

Coulses and education mateais

We list our generally available courses and education materials in various IDM Catalogs ofEducation (Catalog) which we publish from time to time We may add or withdraw courses and education materials at any time without notice

Scheduling dasses

We will specify the dates of public classes Private or on-site classes will be scheduled by mutual agreement We may cancel any scheduled class on notice If we cancel a class for which you have prepaid we will refund the price you paid

Accommodations for students with disabilities

IDM locations are accessible for students with disabilities If reasonable accommodations are required for an individual with a disability please advise IDM of the accommodations in advance

Pces and payment

Prices for public classes will be those in effect on the date the class begins Prices include the use of required education materials and machines They do not include taxes or student travel and living expenses IDM reserves the right to increase prices at any time without prior notification Prices for private or on-site classes will be established based on your requirements Additional charges may apply such as instructor travel and living expenses facilities and remote lab support You agree to pay amounts due including applicable taxes and any late payment fees as we specify in the invoice Conference cancellation charges will be specified on the conference website or in the conference brochure for the event

Cancellation charges

Effective January 1 2011

You will be charged the full price of a public class ifyou do not cancel or reschedule your enrollment at least fourteen calendar days prior to the scheduled start date or ifyou do not show up for the class

260f33

Contract No _________

However you may cancel your class enrollment at any time within the three days following your initial or any rescheduled enrollment date without charge

Ifyou cancel a private or on-site class within seven calendar days prior to the scheduled start date you will be billed the full price ofthe class ifyou cancel between eight and fifteen calendar days prior to the scheduled start date you will be billed 25 of the full price and ifyou cancel between sixteen and twentyshyone calendar days prior to the scheduled start date you will be billed lOO of the full price Cancellation of a private or on-site class more than twenty-one calendar days prior to the scheduled start date may be made without charge

Conference cancellation charges will be specified on the conference Web site or in the conference brochure for the event

Self-Paced Virtual Oasses and Web-Based Training Classes

You may not cancel once you submit an order for a Self-Paced Virtual Class or a Web-Based Training Class Once you submit the order you are responsible to pay the entire course price

Online Enrollment Before you submit your order review the machine requirements listed in the course description to ensure that your system meets the minimum requirements for this course After you submit the on-line order form you should receive a confirmation e-mail with communication about your ID and password and additional instructions to start the course You are billed for the course when you submit the order form

Once you receive your ID and Password you will be given a period of time to complete the course Please refer to the course description for specifics regarding your registered course ONCE YOU SUBMIT YOUR ORDER WE WILL NOT BE ABLE TO CANCEL THE ORDER

Patents and copyrights

Ifa third party claims that the education materials we provide to you infringe that partys patent or copyright we will defend you against that claim at our expense and pay all costs damages and attorneys fees that a court finally awards provided that you

1 promptly notify us in writing of the claim and 2 allow us to controL and cooperate with us in the defense and any related settlement negotiations

Ifsuch a claim is made or appears likely to be made you agree to permit us to enable you to continue to use the education materials or to modify or replace them Ifwe determine that none of these alternatives is reasonably available you agree to return the education materials to us on our written request We will then give you an appropriate credit for the returned materials

This is our entire ob1igation to you regarding any claim of infringement

We have no obligation regarding any claim based on your modification of education materials

27of33

Contract No ________

limitation of liability

Circumstances may arise where because of a default on our part or other liability you are entitled to recover damages from us In each such instance except for the payments referred to in our patent and copyright terms described above and damages for bodily injury (including death) and damage to real property and tangible personal property for which mM is legally Hable we are liable only for the charges for the class or education material that is the subject of the claim

This limit also applies to any ofour subcontractors It is the maximum for which we are collectively responsible

Items for which we are not liable Under no circumstances are we or our subcontractors liable for any of the following

] third-party claims against you for losses or damages (except as described above in the section entitled Patents and Copyrights and damages for bodily injury (including death) and damage to real property and tangible personal property for which mM is legally liable)

2 loss of or damage to your records or data or 3 special incidental or indirect damages or for any economic consequential damages (including lost

profits or savings) even ifwe are informed oftheir possibility

license

Any machine readable education materials that we provide to you will be subject to the terms and conditions ofa license agreement We will inform you of the applicable agreement

Warranty

THERE ARE NO EXPRESS WARRANTIES EXCEPT THOSE CONTAINED HEREIN OR IN ANY APPUCABLE UCENSE AGREEMENT THERE ARE NO IMPUED WARRANTIES INCLUDING BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE WE MAKE NO WARRANTY AS TO RESULTS TO BE ATTAINED BY ATTENDING OUR CLASSES OR USING OUR EDUCATION MATERIALS

Changes to this agreement

We may modifY these terms and conditions on written notice The modified terms and conditions will apply to your enrollment or order unless you cancel such enrollment or order prior to the effective date Otherwise for a change to be valid both of us must sign it Additional or different terms and conditions in any order or communication from you are void

General

bull You agree not to copy our copyrighted material without our prior written consent bull You agree not to use recording equipment in our classes without our prior written consent bull You agree not to use our trademarks trade names or other designations in any promotion or publication without our prior written consent bull You agree not to assign or otherwise transfer your rights under this Agreement without our prior

28of33

Contract No ________

written consent Any attempt to do so is void bull Neither of us is responsible for failure to fulfill any obligations due to causes beyond its control bull Neither ofus will bring a legal action (under this Agreement) more than two years after the cause of action arose bull Any terms of this Agreement which by their nature extend beyond its termination remain in effect until fulfilled and apply to respective successors and assignees

290f33

Contract No ________

EXHIBITB PAYMENT TERMS

1 The tenn ofthis Agreement is March 1 2012 through March 31 2013

2 Total payment under the tenns of this Agreement will not exceed the total amount of $14994000 This cost includes all taxes and all other charges

3 Invoices to County are due upon receipt of invoice and payable within thirty (30) days from receipt of invoice

The contractor will set up an mM Education Pack - online account for Alameda County Social Services Agency A total value offering of $1 7640000 to be placed immediately in the mM Education Pack - online account for a price of $14994000

4 Invoices will be approved by the Alameda County Social Services Agency Contract Liaison

5 Contractor shall submit invoice as required to

Alameda county Social Services Agency 2000 San Pablo Ave 4th floor

Oakland CA 94612 Attn Jerome Graham

300f33

C

EXHIBITC COUNTY OF ALAMEDA MINIMUM INSURANCE REQUIREMENTS

Wi1hout limiting MY other obligation or liabilily under this Agreement he Contractor at its sole rost and expense shall secure and keep in force he entire term of he as be he insuranre limits and endorsements

Commercial General Uability Premises Liability Products and Completed Operations Contractual

Personal and liabi B Commercial or Business Automobile Liability

All owned vehicles hired or leased vehicles non-owned borrowed and permissive uses Personal Automobile Liability is acceptable for individual contractors with no related activities Workers Compensation (WC) and Employers Uability (EL)

for all contractors with eml)Jovees

o Endorsements and Conditions

$1000000 per occurrence (CSl) Bodily Injury and Property Damage

$1000000 per occurrence (CSL) My Auto Bodily Injury and Property Damage

or disease

1 ADDmONAL INSURED All insurance required above with the exception of Personal Automobile LiabilityI Workers Compensation and Employers Liability shall be endorsed to name as additional insured County of Alameda its Board of SUpervisors the individual members thereof and all County officers agents employees and representatives

2 DURATION OF COVERAGE All required insurance shall be maintained during the entire term of the Agreement with the following exception Insurance policies and coverage(s) written on aclaims-made basis shall be maintained during the entire term of the Agreement and until 1year following expiration of the Agreemen~ as long as such coverage remains commercially available in the market place

3 REDUCTION OR UMIT OF OBLIGATION The insurance policies provided for in Aand Babove shall be primary and non contributory only with respect to liability arising out of this Agreement Pursuant to the provisions of this Agreement insurance effected or procured by the Contractor shall not reduce or limit Contractors contractual obligation to indemnify and defend the Indemnified Parties

4 INSURER ANANCIAL RAnNG Insurance shall be maintained through an insurer with aAM Best Rating of no less than AshyVlI or equivalen~ and shall be admitted to the State of California unless otherwise waived by Risk Management Acceptance of Contractors insurance by County shall not relieve or decrease the liability of Contractor hereunder My deductible or selfshyinsured retention amount or other similar obligation under the policies shall be the sole responsibility of the Contractor

S SUBCONTRACTORS Contractor shall include all subcontractors as an insured (covered party) under its policies or shall furnish separate certificates and endorsements for each subcontractor All coverages for subcontractors shall be subject to all of the requirements stated herein

6 JOINT VENTURES If Contractor is an association partnership or other joint business venture required insurance shall be provided by anyone of the following methods

- Separate insurance policies issued for each individual entity with each entity included as aNamed Insured (covered party) or at minimum named as an Additional Insured on the others policies Joint insurance program with the association partnership or other joint business venture included as a Named Insured

7 CANCELLATION OF INSURANCE Should any of the above described policies be cancelled before the expiration date thereof notice will be delivered in accordance with the policy provisions

8 CERTIACATE OF INSURANCE Before commencing operations under this Agreemen~ Contractor shall provide Certificate(s) of Insurance and applicable insurance endorsements in form and satisfactory to County evidencing that all required insurance coverage is in effect The County reserves the rights to require the Contractor to provide complete certified copies of all required insurance policies The require certificate(s) and endorsements must be sent to

- DepartmentAgency issuing the contract With acopy to the Contracts Office (2000 San Pablo Ave 4th floor Oakland CA 94612)

Certificate C-1 Form 2001-1

31of33

________________________________ _

Contract No ________

EXHIBITD

COUNTY OF ALAMEDA DEBARMENT AND SUSPENSION CERTIFICATION

(Applicable to all agreements funded in part or whole with federal funds and contracts over $25000)

The contractor under penalty of perjury certifies that except as noted below contractor its principals and any named and unnamed subcontractor

bull Is not currently under suspension debarment voluntary exclusion or

determination of ineligibility by any federal agency

bull Has not been suspended debarred voluntarily excluded or determined

ineligible by any federal agency within the past three years

bull Does not have a proposed debarment pending and

bull Has not been indicted convicted or had a civil judgment rendered against it by

a court of competent jurisdiction in any matter involving fraud or official

misconduct within the past three years

If there are any exceptions to this certification insert the exceptions in the following space

Exceptions will not necessarily result in denial of award but will be considered in determining contractor responsibility For any exception noted above indicate belOw to whom it applies initiating agency and dates of action

Notes Providing false information may result in criminal prosecution or administrative sanctions The above certification is part of the Standard Services Agreement Signing this Standard Services Agreement on the signature portion thereof shall also constitute signature of this Certification

CONTRACTOR __~~__L-

PRINCIPAL~~---ll-I-L-_o_--GlI_V__f___ TITLE~~)(UltJ~ltCJJ St(

SIGNATURE~-+-----=----____ DATEcl ~ (jJ~

32of33

Contract No _______

EXHmITE

COUNTY OF ALAMEDA CONTRACT COMPLIANCE REPORTING REQUIREMENTS

Upon receipt of signed contract documents prime contractor shall immediately enterassign subcontractors in the Syste~ confum payments received from the County within 5 business days in the Syste~ immediately enter payments made to subcontractors and ensure that subcontractors confirm they received payments within 5 business days in the System Subcontractors shall confirm their payments received from the prime contractor within 5 business days in the System

Alameda County Contract Compliance System training and ongoing support are provided at no charge to contractors and participating sub-contractors awarded a contract as a result of this bid process for this project Contractors having contracts with the County should schedule a representative from their officecompany along with each of their subcontractors to attend training The training schedule may be viewed online at httpwwwelationsyscomelatiollsysisupport lhtm or call Elation Systems at (510) 764shy1870 A special access code will be provided to contractors and subcontractors participating in this contract awarded to allow use of the System free of charge

It is the Contractors responsibility to ensure that they and their subcontractors are registered and trained as required to utilize the Alameda County Contract Compliance System Training sessions are approximately one hour and will be held periodically in a number of locations throughout Alameda COWlty

330f33

DATE MDDIYYYYCERTIFICATE OF LIABILITY INSURANCE 211012012

THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMA11ON ONLY AND CONFERS NO RIGHTS UPON TtE CERTFICATE HOLDER THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND EXTEND OR AtTER THE COVERAGE AFFORDED BY THE POUCIES BELOW THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BElWEEN THE ISSUING INSURER(S) AUTHORIZED REPRESENTATIVE OR PRODUCER AND TtE CERTIFICATE HOLDER

IMPORTANT If the certificate holder is an ADDmONAL INSURED the policy(ies) must be endorsed If SUBROGATION IS WAIVED subject to the terms and conditions ofthe policy certain policies may require an endorsement A statement on this certificate does not confer rights to the certificate holder in lieu of such enciorseme s

PROOUCER

Aon Risk Services Northeast Inc 199 Water Street New York NY 10038 Phone 8662667475 Fax 8664677847 AFFORDING COVERAGE HAIC INSURED COMPANY A ACE American Insurance Company

lnIemationaI Business -4achines Corp amp My Other Subsidiary Corp Owned 01 ConIrDlled by the Insured 1 New Orohan Road Armonk NY 10504 United Slates

INSUR

COVERAGES CERllFICATE NUMBER154795 REVISION NUMBER THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED NOTWITHSTANDING ANY REQUIREMENT TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO VllHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS EXCLUSIONS AND CONDITIONS OF SUCH POLICIES LlMrTS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS

INSR (fiUCf EFF POUCfEXPLTR TYPE OF INSURANCE POLICY NUMBER til UMITS

A GENERAL UABIUTY HDOG25529236 5212011 1512112012 EACH OCCURRENCE $1OQMQQ--shy~~ X COMMERCIAl GENERAl LIABILITY PREMISE$Ea ~~ncel 11000 000 = CLAIUS-MAOE [KJ OCCUR UED EXP (Anyone person) S2500000

- I PERSONAl amp ArN INJURY $1000000-

-- ~GENERAL AGGREGotTE $1000000

~L AGGREr9L1MIT ArPER i PROOUCTS-COMP~AGG $1000000

POLICY ~ LOG I i A AUlOIIOBILE UABlUlY ISAH08635948 51212011 51212012 COMBINED SINGLE LIMIT

51000000---shy (Eaarridentll2t ANY AUTO BOOIL Y INJURY (Per personl ALL OWNEO AUTOS f-shy

- ~LY INJURY (Peracddenl) SCHEDULED AUTOS PROPERTY DAMAGE-

- HIREOAUTOS i(Per_) r-middotmiddotmiddotmiddotmiddot

--shy ~AUTOS

I I UlIBRElILA UAB

I

Irl OCCUR i EACH OCCURRENCE

~

EXCESSUAS ~~ CLAIMS-MAOE AGGREGATE

- DEDUCTIBlE

IRETEImON $ WORIltERS COIIPENSA11ON i I~~Ullis I IdegJrANDEMPLOYERSUABUTY YIN shy

ANY PROPRIETORiPARTNERIEXECUTlVE D NIA

I

EL EACH ACCIDENT OFFlCERMEIBIR EXaUOED

I EL DISEASE - EA EMPLOYEE m(MIndaIoIy In NHI

~~~~~TIONSbel i EL OISEASEmiddot POLICY LIMIT

i i I I DESCRIP110N OF OPERATION$ LOCATION$I YEHlCLES Aflach ACORD 101 AcldiUoMlRemrb $chedm is ngtqulroocl)

Please see page 2 for any additional language

CERllFICATE HOLDER CANCELLAllON

Alameda County Department of Social Services 2000 San Pablo Ave Oakland CA 94612 United States

SHOULD ANY OF 1ME ABOVE DESCRIBED POLICIES BE CANCE1lED BEFORE lHE EXPlRA110N DATE lHEREOF NOnce WILL BE DElNERED IN ACCORDANCe WFTH lHE POLICY PROVISIONS

I

AUTHORIZED REPRESENTAlIYE

AuIhcfized ReJgtresenlatve ~_yen~ ~~~~~bullw __ J_ PIaI Risk SenIkes NonheasI Inc

ISgt 1988-2009 ACORD CORPORATION AI righIs reserved

ACORD 25 (2009101 The ACORD name and logo are registered marks ofACORD Page 1 of2

ADDITIONAL REMARKS SCHEDULE AGENCY

Aon Risk Services Northeast Inc 199 Water Street New York NY 10038 Phone 8662667475 Fax 8664677847

NAIlED INSURED IntemaUonal Business Machines CoIp amp Ally Other SubsidiaIy CoIp Owned Of Contro8ed by lIle Insured 1 New Ordlard Road Armonk NY 10504 United Slates

EFFECTIVE DATE

ADDITIONAL REMARKS

THIS ADDITIONAL REMARKS FORM IS A SCHEDULE TO ACORD FORM

FORM NUMBER 25 FORM TITLE CERTIFICATE OF LIABILITY INSURANCE

[Alameda County Department of SOcial Services County of Alameda its Board of SUpervisors the individual members hereof and all County officers agents employees and representatives are hereby named as additional insureds on

General Liability policies but only to the extent that their interest may appear

Additional Language The insurance coverage provided for herein shall be primary and non contributory only wi1h respect to liabHity arising out of this Agreement with respect to liabHity arising out of IBMs negligence and as respects this contract only

Project IBM Education Pack Services

If there is a question regarding this certificate please contact Edward DiNardo (Email dinardoeusibmcom Phone 916-567-2922)

~ operations incidental to the conduct of insureds business in the United States of America

ACORD 101 (2008101) 2008 ACORD CORPORA nON All rights reserved The ACORD name and logo are registered marks of ACORD

Page 20f2

tC~RiJ CERTIFICATE OF LIABILITY INSURANCE I DlTE 1I1IfDOIYYYY)

21102012

THIS CERnFICATE IS ISSUED AS A MATTER OF INFORMA nON ONLY AND CONFERS NO RIGHTS UPON TIE CERTIFICATE HOLDER THIS CERnFICATE DOES NOT AFFlRMAnvaY OR NEGAnVELY AMEND EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POUCIES BELOW THIS CERnFICATE OF INSURANCE DOES NOT CONSTITUlE A CONTRACT BETWEEN THE ISSUING INSURER(S) AUTHORIZED REPRESENTAnVE OR PRODUCER AND TIE CERTIFICATE HOLDER

IMPORTANT Iftlle certifieate holder is an ADDITIONAL INSURED the policy(ies) must be endorsed If SUBROGAnON IS WAIVED subject to the terms and conditions of the policy certain policies may require an endorsement A statement on this certifICate does not confer rights to the certificate holder in lieu of such endorsement(s)

PRODUCER =~NT Aon Risk Services Northeast Inc 1pound Ir~No)199 Water Street New York NY 10038 Phone 8662667475 Fax 8664677847 INSURER(S) AFFORDING COIlERAGE HAIC

INSURED COMPNff A liberty Insurance Corporal

International Business Madlines CoqJ COMNoIY B liberty MulJaIII1SUrIIIIlt8 CcrIyengtany 1 New Ord1ard Road COMNoIY Co National Union Fino ance Company d 1IIIsbtJrgh PA Amlonk NY 10504 United Stales

COVERAGES CERT1FICATE NUMBER154796 REVISION NUMBER- THIS IS TO CERTIFY THAT THE POlICIES OF INSURANCE LISTED BEleW HAVE BEEN ISSueD TO THE INSUREO NAMED ABOVE FOR THE POlICY PERIOD INDICATED NOTWITHSTANDING ANY REQUIREMENT TERM OR CONDITION OF ANY COOTRACT OR OTHER DOCUMENT 1MTH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN THE INSURANCE AFFORDEO BY THE POLICIES DESCRIBEO HEREIN IS SUBJECT TO ALL THE TERMS EXCLUSIONS AND CONDITIONS OF SUCH POliCIES LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID ClAIMS

11tf TYPE OF INSURANCE IIHSR IWVD POLICY NIMIIER ~1fgtUCYEXP UIlITS

GENERAl UAaUlY I EACH OCCURRENCE

COMMERCIAL GENERAl LiABlLI1Y ~~~e~~nce) CLAIMS-MADE D OCCUR MED EXP (Anyone fgten)

PERSONAl amp AlN INJURY

GENERAl AGGREGATE

ESPER ~CT5 - calpop AGG

nLOC AIlOIIOIlILE UAaUlY COMBINED SINGLE LIMIT - (Ea 8Cdde1t)

ANY AUTO BOOI L Y INJURY (Per fgte11lOt)-shy

ALL OWNED AUTOS BODILY INJURY (Per accident)-

- SCHEDULED AUTOS PROPERTY DAMAGE

HIRED AUTOS (Per accident) -

NON-OWNED AUTOS - ~

UIIBRELlA UAB HOCCUR

EACH OCCURRENCE-EXCESSUAB CLAIMS-MADE AGGREGATE

---- DEDUCTIBLE

A WORKERS COIIPENSAllON WA7-6I)()0415ef4Z AOSPRNYlshy 11112012 1III2OIa X I T~~JWs I IO~A AND EMPLOYERS UAaUlY WA7-62D-laquol41SHi12 IYil 11112012 11112013 A YIM WC1~I-ltIOU5amp-I52 (OR WI) 11112012 11112013 $100000A ANY PROIRIETORIPARTNERlEXECUTIVE ~

MIA ~1_ExaNOHl 11112012 11112013 EL EACH ACCIDENT OFACERIMEI4BER EXClUDEDI (Mandatory In NKI

BH2HIC14158-1M2(V1) 11112012 11112013 EL DISEASE- EA EMPLOYEE $1ooampQQc 83-118922 a-) 11112012 IttrlO13

bull ~~~OPERATIONSIlet_ EL DISEASE POliCY LIMIT $100000

bull

DESCRIPllON OF OPERATIONS I LOCAnONS I VEHICLES (Attech ACORD 101 MdIlloMI Renlarlc8lchedule r mono fMICI Is required)

bullbull Includes EL coverage for monopolistic states NO PR WA WY

Please see page 2 for any additional language

CERT1FICATE HOLDER CANCELLATlON

Alameda County Department of Social Services 2000 San Pablo Ave Oakland CA 94612 United States

SHOULD Atlaquo OF THE ABOVE DESCRI8ED POUCIES BE CANCELLED BEFORE THE EXPIRATION DATE 1lIEREOF NOTICE WILL BE DELIVERED IN ACCORDANCE WrrH THE POLICY PROVISIONS

I

AUTHOIIZED REPRESEHTA1IYE

IIiutJori2od ~ smiddot~ _~4-~(~--w ___ --~~ -~kin Risk SeNices Nor1heast Inc

copy 1881-2009 ACORD CORPORA TlON An nghts reserved ACORD 26 (2009109) The ACORD name and logo are registered marks ofACORD

Page 1 of 2

ADDITIONAL REMARKS SCHEDULE AGENCY

ADo Risk Services Northeast Inc 199 Water Street New York NY 10038 Phone 8662667475 Fax 8664677847

NAIlED INSURED International Business Machines Corp 1 New Onhani Road Armonk NY 10504 United states

EFFECTIVE MTE

ADDmONAL REMARKS

THIS ADDITIONAL REMARKS FORM IS A SCHEDULE TO ACORD FORM

FORM NUMBER 25 FORM 11TLE CERTIFICATE OF LIABILITY INSURANCE

Project IBM Education Pack Services

Ifthere is a question regarding this certificate please contact Edward DiNardo (Email dinardoeusibmcom Phone 916-567-2922)

All operations incidental to the conduct of insureds business in the United States of America

ACORD 101 (2008101) C 2008 ACORD CORPORATION All rights reserved The ACORD name and logo are registered mal1ls of ACORD

Page 20f2

AKl K NAKAO Director

G~-r)ipDecember 5 2011

DEC 08 lOl1 TO Caroline Judy Assistant Direltltor GSA

RECE~vED FROM Tudor S Mosu Procurement Specialist n

SUBJECf Finding ofNon-Competition bull Sote Source 2084 Purchase from International Business Machines Corp Sacramento CA

This is to document my finding that competitive bidding is not possible for the purchase ofall IBM Education Pack in tho amount oUI 4994000 for the Social Services Agency (SSA) Infonnation Systems Department and therefore the Departmental Justification to Request a Waiver ofCounty Competitive Bidding Requirement copy attached is approved

In accordance with the County Administrative Code Section 412010 entitled UPurchases to be by Competitive Quotation all purchases of and contracts for materials supplies services fwnishings equipment livestock and other personal property shall be based wherever possible on competitive quotations

I have reviewed and researched the product and marketplace Based on my research ofthe departmental justifi~tion and internet I have detennined the requested product and supplier cannot be substituted and satisfy the Countys requirements International Business Machines Corp (IBM) is the only vendor capable to provide an online account to be used for IBM private courses at SSA on WM business intelligence data warehouse reporting classes IBM will add the SSA content customized to the training environment using Cognos Framework Manager and will provide a suite oftraining public and private courses technical conferences and selfmiddotpaced virtual classes This sole source request was posted on the County website for ten (10) business days and no other proposal was received Therefore competitive quotations are not possible and the request is recommended for your approval

The Social Services Agency is to obtain Board approval for services that exceed $25000 requesting authorization from the President of the Board to sign the contract or approve the purchase The Auditor-Controller issues Board signed contracts and Board approved purchase orders and purchase order changes withwithout signed contracts

te IIktt II Peill-o ValenciaDeputy Direct6rlDate

GSA Office ofAcquisition Policy

SLEB Compliant ______

Date~~~~_________ Director GSA

Attachment(s)

1401 LAKISIDE DRIVU SUITL 907 OAKLND CALIFORNIA 94612 PHmr 5102989600 [AX 5[02089626 wwwlt5(itnc~ovorg

GSA Sole Source Procurements - Alameda County Page lof2o Ala~~da co~ntys Offl~lal ~ebslte Skip County Banner 0 SHARE rJf l

~ go WoOFg i QUick links Citizens Business Seerch aegov IGO I Government Emergencies

GSA Home

Home

Introduction

AwardedClosed Contracts

Current Contracting Opportunltles

Arch 8 Engineering Construction

Sole Source Procurements

Goods 8 Services The contracts described below have been determined to comply with the County Sole Source Policy in ~flesrlonal Services that only a single source is available andor valid sole source exceptions to the competitive process

I-===----f exisl Upcoming ContractIng Opportunities

Arch amp Englnoaring Construction Goods amp Services ProfessIonal ServlceQ

Sole Source Procurements

Highland Project Contracts

AwardedClosedContracts CUlTent Contracting Opportunltles Upcoml Contracting

Contacts Teams

Vendor Info Vendor Guide Vendor Application (Online) Vendor Application

Public Works (PWA) Contracting Opportunities

CDA Construction Contracting Opportunities

StopWasteOrg

Advance NotIce of SoJe Source purchases are posted on-line for a minimum of five (Ii) business days prior to a contract being awarded For any additlonallnformatlon regarding contracts posted on thIs website please contact the appropriate parson listed below Thank you for your interest

Source Contract DescrIption

f1Ef1l Online Training Courses

f1I3JI Repair and Test fIre fighting ProtectiVe Clothing

Electro Shock Guns Cartridges BaHerlee amp Accessories

Estimate Award Date

120212011

11302011

111172011

Contact Person

Tudor S Mosu (510) 208-9614

Tudor S Mosu (510) 208-9614

Tudor S Mosu (510) 208-9614

mhtmIfilelICUserstmosuAppDataLocalMicrosoftWindowsTemporary Internet FilesContentOutlook1OYF6YPOGSA S 1210612011

Alameda County Auclttor-Controller Agencv Office of Contract Compliance OCC

FEDERAL GRANT FUNDS SMALL LOCAL EMERGING BUSINESS (SUI) WAIVER REQUEST

REQUIREDTOSOUCIT BlOSPROPOSALSAND AWARt)AMENO CONTRACTS THAT INCUJDe FtoERAl GRANT FUNDS THAT fROHI51l GIOORAPHICAl PREFERENCE)

mSfCDOfltcompr middot6 bbw and submit fhts form wlfh supporifng doclfrnentaion pecificolty stoHng that geographle preferences om bonnad fer the requetfed procurement to Tcmtnee TRlong Auditor Controller ace a QC 20111 or vIa email tot1Wlmf1lmn9_~99Uponapprovala fampdeKal Fundt WaNer number wm be I$SitEtd This numbM Is a mandatOf) field rGqooed tQ enter Q Procurement CollirUct In ALCOUMt ace wlJi mft-m upprovaill and denkds to tile Requesfing Depmtmem listed belew It IIIIftoI WQJvCW Is to $Cliett bids resubmlt c IOPY of the originally signed form Q nsed to tIWOrdlarYileM eo~ttI~ rlllquired addltlOlQllnfOOYlofl~l (3JiC bllliowl

1 Requasiing Department Ncme~_~~~9______ _~__________

A Contact First and Lost Nome~a~y Chen ___ _____ QiC 20203 __

8 Email Address~~~aOQCVmiddotorg ___ Phone Number ~~~~~ ____ 2 Procu~ement Oescriptlcm To p~asl an IB~~~tl0f~Jntonlln~ account) th~~lIIJr~~~

_IB~~~~gn~ pub~8 p~ate traini~gtpoundOUrses far saA Siaff _ CFOA No _9_~_5_5e___

3 1~~l9n~ checK aP2rgl~~~QY to fndrcqjg reason forYfaiver re9Y~______---

A 0 SoBd Bids with County Counsel approved modifled SlEB provlslons ___1___L__ ~

Wmvef Requeii ~ I=====================u____ t-__----i _101gt~r---------------- w 4 - bull _ IiT__ __ middot_-------1bull -- bullbull loW

IB II Award Contract wih COllnty COlJnSel OPPlOV(~ modifiampi SlES provIsions J IlL3 I W4livElf hquaat Delfs I

l ControctorNameCitYIM~IaClesett --~------------- iI Total Contract ValtJe $1499~O~ 5 3 fs i

L 3 fpoundlltroct S~ Date ~LJ~)2 U- COltmct End Dote=--zbJ~_IT1- - ~----- --~ -------- C 0 Contract Amendment --1_~J_ Also complete R 11 B2) and B 3) above WaWQr Req~Date

Dnme expiration Dote __~J1_ bull OMoo6Y Increase Amount $___~__~ ----~----~-- shy4 g Check here to in(iicate thai the FedefQ~ regulation Is ofialChed and speciflcally prohibits

geographical preferencs$ rrown he proc)r~met1 described above

Federal Re~Jutotlon NameNumber H~ltht~ S~~~L2~45ER~_~__~_

5 pound1 Che~~k here to lndicats that the Fedarar grant fundi are sub granted or PQssed through the State to the Couniy where State laws prohibit geogroph1cai preferences from the proctffemenf described obove and sub granf documerlts are aHached

State Regulation NomeNum r---=__

6 ---~~~~~~~gt-r--4-----n7io-y----shy r OClte

EPLS Search Results Page 1 of 1

Excluded Parties List System EPLS

Search Results Excluded By Firm Entity or Vessel International Business Machines Corporation

as of 14-Feb-2012 229 PM EST

Your search returned no results

httpsllwwweplsgoveplssearchdo full_name= Intemational+Business+Machines+Corpo 2142012

--------Contract No

15 Section 22 is deleted in its entirety IBM does not anticipate any hiring with this education effort based upon IBMs global HR policies and procedures

16 Section 30 is amended and restated in its entirety as follows

SUBCONTRACTINGASSIGNMENT Contractor shall not subcontract assign or delegate any portion of this Agreement or any duties or obligations hereunder without providing the County with prior written notification

a Neither party shall on the basis of this Agreement contract on behalf of or in the name of the other party Any agreement that violates this Section shall confer no rights on any party and shall be null and void

b Contractor shall remain fully responsible for compliance by its subcontractors with all the terms of this Agreement in the performance of the services by such subcontractors regardless of the terms of any agreement between Contractor and its subcontractors

17 Section 33 PATENT AND COpy INDEMNITY is deleted in its entirety and will be governed by the terms and conditions as stated in APPENDIX A IBM Education Pack online account

County Counsel Signature ~ b ~)lto

220f33

Contract No ________

EXIDBITA DEFINITION OF SERVICES

Project IBM Education Pack - online account

Service The contractor will set up an IBM Education Pack - online account for Alameda County Social Services Agency A total value offering of $17640000 to be placed immediately in the IBM Education Pack - online account for a price of$14994000

bull Alameda County Social Services Agency will use the IBM Education Pack - online account discounted dollars to purchase IBM Training public and private courses IBM Technical Conferences designated by IBM Training and offered in the United States IBM Training self paced virtual classes at the regular retail price in effect at the time ofeach such purchase The account is available for use to train any employee of the Alameda County Social Services Agency These dollars can not be used in combination with any other discounts promotions or separately negotiated special rates (Refer to Appendix A - IBM Education Pack -online account Terms and Conditions)

bull IBM will invoice Alameda County Social Services Agency upon signing ofthis Agreement Information will be supplied identifying a user id and password for monitoring the online account Invoices are due in accordance with Exhibit B

bull This account is valid for twelve (12) months from the date it is first activated on 31112 The requested start date may be no later than sixty (60) days from the signing ofthis Agreement Any remaining balance at the end oftwelve (12) months will expire and is non-refundable

230f33

Contract No ________

APPENDIX A

IBM Education Pack -online account

Terms and conditions

Alameda County Social Services Agency is entitled to the discounting as described below

IBM Education Pack -online account -general terms and conditions

The ffiM Education Pack -online account is an electronic account you fund with training dollars to be used for ffiM Training offerings The account offers two options for funding which are $100 increments and preset amounts

Precision paymentplan with flexible levels in $JOO increments Value of 5100 increments Your Savings USD 52500 -59900 25-99 0010 USD 510000 -524~00 100 -249 5 USD 525000 -549900 250 -499 10010 USD 550000 -599~00 500 -999 11 USD 5100000 + 1000+ 12

Pre-set amOlmts are available in packages Value Your Price Your Savings USD52500 USD $2500 0010 USD 510000 USD $9500 5 USD525OOO USD22500 10 USDS50000 USD $44500 11 USD 5100000 USD $88000 12

1 The ffiM Education Pack -online account training dollars are valid for 12 months and are nonshyrefundable The ffiM Education Pack -online account can be used by one or more individuals in your organization

2 The ffiM Education Pack online account is valid for 12 months and extensions are prohibited 3 The activation date for the ffiM Education Pack -online account is the date ffiM Training receives the

application and billing information unless an alternate activation date is requested at the time the application is submitted An activation date of up to 60 days from the date of the application may be selected if indicated on the initial order form

4 The ffiM Education Pack -online account can be used for ffiM public courses private on-site courses instructor mentoring and most conferences designated by ffiM Training and offered in the US The ffiM Education Pack -online account may also be used for most ffiM e-Iearning designated by ffiM Training When using the ffiM Education Pack -online account to pay for a private onsite class you may use the training dollar vouchers for the class tuition instructor travel and living equipment and classroom rentals if applicable

5 When using the ffiM Education Pack online account to pay for a conference the funds may be used for conference tuition and some associated education sessions designated by ffiM Training

6 The ffiM Education Pack - online account cannot be used for classes or conferences which occur beyond the expiration date of the account funds The funds must be valid on the first day of the class or

240f33

Contract No _________

conference regardless of the date ofyour enrollment 7 Certain IBM Training courses may be excluded from this program To determine which IBM Training

courses are eligible for the program and which are excluded access our online catalog via the World Wide Web at ibncQmtrainingus to view IBM Training public course descriptions and conference scheduJes or contact 1800-IBM-TEACH (1-800-426-8322)

8 You must enroll in each individual course or conference prior to attending All enrollments in courses or conferences are subject to availability Enrollments and purchases must be guaranteed by an alternate method ofpayment You must check the IBM Education Pack online account box on the enrollment form Ifyou enroll by phone you must indicate you are using IBM Education Pack - online account funds to properly flag your enrollment record

9 To use your IBM Education Pack -online account funds you must debit your account PRIOR to the start ofthe course or conference by creating a voucher and submitting it online Each account voucher must be completed with Alameda County Social Services Agency number Alameda County Social Services Agency name and offering identification You must create a unique voucher for each individual enrollment or offering you purchase

10 The purchase of an IBM Education Pack -online account does not guarantee that a class will be held in a specific location

11 Ifyour enrollment status changes due to any cancellations you must access your IBM Education Pack online account and void applicable vouchers to return unused funds to your account balance The IBM Education Pack online account will not automatically update

12 The IBM Education Pack -online account is password protected IBM Training is not responsible for the misuse ofIBM Education Pack -online accounts

B Once the IBM Education Pack -online account is debited by creating a voucher for the offering your invoice will be credited for the value submitted up to 100010 of the course or conference tuition or other valid offering purchased If the amount of the created voucher from the IBM Education Pack-online account does not cover the entire tuition of the eligible IBM Training offering you will be billed the difference Ifyour IBM Education Pack -online account is not debited a bill for the offering will be sent

14 IBM Education Pack -online account cannot be used to pay for offerings that have already been billed or applied to previously taken courses

15 Once the IBM Education Pack -online account has been debited training dollars cannot be reapplied to the IBM Education Pack -online account

16 IBM Education Pack -online account training dollars cannot be combined with any other discounts offers programs coupons or promotions

17 IBM Education Pack -online account training dollars cannot be used to purchase additional IBM Education Packs -online accounts or other discount offerings

18 The No-Show and Cancellation policies apply and a bill for the full course or conference tuition will be sent if a student fails to attend or to cancel within the required period for a course or conference To use IBM Education Pack -online account training dollars to pay a No-Show or late cancellation bill send an e-mail to edpack(ZVusibmcom for processing instructions

19 IBM Education Pack -online account cannot be used to pay for IBM Training services engagements 20 Prices ofthis program and eligible offerings are subject to change without notice 21 Course and conference schedules are subject to change without notice 22 The IBM Education Pack -online account can only be resold by authorized IBM Business Partners

250f33

Contract No _________

Terms and conditions

IBM agreementor courses and education nuderitds

CUITent as of 01 Jan 2011

The following terms apply to I) enrollment in classes offered by ffiM and 2) orders for ffiMs education materials These tenus along with any applicable license agreement are the complete agreement between us regarding the courses or education materials we provide and replace any prior oral or written communications between us Attendance at a class or your use of any education materials constitutes your agreement to these tenus and conditions Occasionally we have offerings with additional or different terms and conditions If so we will provide those terms and conditions to you For example conference tenus and conditions are outlined in the conference registration section of the conference website or in the conference brochure for the event

Coulses and education mateais

We list our generally available courses and education materials in various IDM Catalogs ofEducation (Catalog) which we publish from time to time We may add or withdraw courses and education materials at any time without notice

Scheduling dasses

We will specify the dates of public classes Private or on-site classes will be scheduled by mutual agreement We may cancel any scheduled class on notice If we cancel a class for which you have prepaid we will refund the price you paid

Accommodations for students with disabilities

IDM locations are accessible for students with disabilities If reasonable accommodations are required for an individual with a disability please advise IDM of the accommodations in advance

Pces and payment

Prices for public classes will be those in effect on the date the class begins Prices include the use of required education materials and machines They do not include taxes or student travel and living expenses IDM reserves the right to increase prices at any time without prior notification Prices for private or on-site classes will be established based on your requirements Additional charges may apply such as instructor travel and living expenses facilities and remote lab support You agree to pay amounts due including applicable taxes and any late payment fees as we specify in the invoice Conference cancellation charges will be specified on the conference website or in the conference brochure for the event

Cancellation charges

Effective January 1 2011

You will be charged the full price of a public class ifyou do not cancel or reschedule your enrollment at least fourteen calendar days prior to the scheduled start date or ifyou do not show up for the class

260f33

Contract No _________

However you may cancel your class enrollment at any time within the three days following your initial or any rescheduled enrollment date without charge

Ifyou cancel a private or on-site class within seven calendar days prior to the scheduled start date you will be billed the full price ofthe class ifyou cancel between eight and fifteen calendar days prior to the scheduled start date you will be billed 25 of the full price and ifyou cancel between sixteen and twentyshyone calendar days prior to the scheduled start date you will be billed lOO of the full price Cancellation of a private or on-site class more than twenty-one calendar days prior to the scheduled start date may be made without charge

Conference cancellation charges will be specified on the conference Web site or in the conference brochure for the event

Self-Paced Virtual Oasses and Web-Based Training Classes

You may not cancel once you submit an order for a Self-Paced Virtual Class or a Web-Based Training Class Once you submit the order you are responsible to pay the entire course price

Online Enrollment Before you submit your order review the machine requirements listed in the course description to ensure that your system meets the minimum requirements for this course After you submit the on-line order form you should receive a confirmation e-mail with communication about your ID and password and additional instructions to start the course You are billed for the course when you submit the order form

Once you receive your ID and Password you will be given a period of time to complete the course Please refer to the course description for specifics regarding your registered course ONCE YOU SUBMIT YOUR ORDER WE WILL NOT BE ABLE TO CANCEL THE ORDER

Patents and copyrights

Ifa third party claims that the education materials we provide to you infringe that partys patent or copyright we will defend you against that claim at our expense and pay all costs damages and attorneys fees that a court finally awards provided that you

1 promptly notify us in writing of the claim and 2 allow us to controL and cooperate with us in the defense and any related settlement negotiations

Ifsuch a claim is made or appears likely to be made you agree to permit us to enable you to continue to use the education materials or to modify or replace them Ifwe determine that none of these alternatives is reasonably available you agree to return the education materials to us on our written request We will then give you an appropriate credit for the returned materials

This is our entire ob1igation to you regarding any claim of infringement

We have no obligation regarding any claim based on your modification of education materials

27of33

Contract No ________

limitation of liability

Circumstances may arise where because of a default on our part or other liability you are entitled to recover damages from us In each such instance except for the payments referred to in our patent and copyright terms described above and damages for bodily injury (including death) and damage to real property and tangible personal property for which mM is legally Hable we are liable only for the charges for the class or education material that is the subject of the claim

This limit also applies to any ofour subcontractors It is the maximum for which we are collectively responsible

Items for which we are not liable Under no circumstances are we or our subcontractors liable for any of the following

] third-party claims against you for losses or damages (except as described above in the section entitled Patents and Copyrights and damages for bodily injury (including death) and damage to real property and tangible personal property for which mM is legally liable)

2 loss of or damage to your records or data or 3 special incidental or indirect damages or for any economic consequential damages (including lost

profits or savings) even ifwe are informed oftheir possibility

license

Any machine readable education materials that we provide to you will be subject to the terms and conditions ofa license agreement We will inform you of the applicable agreement

Warranty

THERE ARE NO EXPRESS WARRANTIES EXCEPT THOSE CONTAINED HEREIN OR IN ANY APPUCABLE UCENSE AGREEMENT THERE ARE NO IMPUED WARRANTIES INCLUDING BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE WE MAKE NO WARRANTY AS TO RESULTS TO BE ATTAINED BY ATTENDING OUR CLASSES OR USING OUR EDUCATION MATERIALS

Changes to this agreement

We may modifY these terms and conditions on written notice The modified terms and conditions will apply to your enrollment or order unless you cancel such enrollment or order prior to the effective date Otherwise for a change to be valid both of us must sign it Additional or different terms and conditions in any order or communication from you are void

General

bull You agree not to copy our copyrighted material without our prior written consent bull You agree not to use recording equipment in our classes without our prior written consent bull You agree not to use our trademarks trade names or other designations in any promotion or publication without our prior written consent bull You agree not to assign or otherwise transfer your rights under this Agreement without our prior

28of33

Contract No ________

written consent Any attempt to do so is void bull Neither of us is responsible for failure to fulfill any obligations due to causes beyond its control bull Neither ofus will bring a legal action (under this Agreement) more than two years after the cause of action arose bull Any terms of this Agreement which by their nature extend beyond its termination remain in effect until fulfilled and apply to respective successors and assignees

290f33

Contract No ________

EXHIBITB PAYMENT TERMS

1 The tenn ofthis Agreement is March 1 2012 through March 31 2013

2 Total payment under the tenns of this Agreement will not exceed the total amount of $14994000 This cost includes all taxes and all other charges

3 Invoices to County are due upon receipt of invoice and payable within thirty (30) days from receipt of invoice

The contractor will set up an mM Education Pack - online account for Alameda County Social Services Agency A total value offering of $1 7640000 to be placed immediately in the mM Education Pack - online account for a price of $14994000

4 Invoices will be approved by the Alameda County Social Services Agency Contract Liaison

5 Contractor shall submit invoice as required to

Alameda county Social Services Agency 2000 San Pablo Ave 4th floor

Oakland CA 94612 Attn Jerome Graham

300f33

C

EXHIBITC COUNTY OF ALAMEDA MINIMUM INSURANCE REQUIREMENTS

Wi1hout limiting MY other obligation or liabilily under this Agreement he Contractor at its sole rost and expense shall secure and keep in force he entire term of he as be he insuranre limits and endorsements

Commercial General Uability Premises Liability Products and Completed Operations Contractual

Personal and liabi B Commercial or Business Automobile Liability

All owned vehicles hired or leased vehicles non-owned borrowed and permissive uses Personal Automobile Liability is acceptable for individual contractors with no related activities Workers Compensation (WC) and Employers Uability (EL)

for all contractors with eml)Jovees

o Endorsements and Conditions

$1000000 per occurrence (CSl) Bodily Injury and Property Damage

$1000000 per occurrence (CSL) My Auto Bodily Injury and Property Damage

or disease

1 ADDmONAL INSURED All insurance required above with the exception of Personal Automobile LiabilityI Workers Compensation and Employers Liability shall be endorsed to name as additional insured County of Alameda its Board of SUpervisors the individual members thereof and all County officers agents employees and representatives

2 DURATION OF COVERAGE All required insurance shall be maintained during the entire term of the Agreement with the following exception Insurance policies and coverage(s) written on aclaims-made basis shall be maintained during the entire term of the Agreement and until 1year following expiration of the Agreemen~ as long as such coverage remains commercially available in the market place

3 REDUCTION OR UMIT OF OBLIGATION The insurance policies provided for in Aand Babove shall be primary and non contributory only with respect to liability arising out of this Agreement Pursuant to the provisions of this Agreement insurance effected or procured by the Contractor shall not reduce or limit Contractors contractual obligation to indemnify and defend the Indemnified Parties

4 INSURER ANANCIAL RAnNG Insurance shall be maintained through an insurer with aAM Best Rating of no less than AshyVlI or equivalen~ and shall be admitted to the State of California unless otherwise waived by Risk Management Acceptance of Contractors insurance by County shall not relieve or decrease the liability of Contractor hereunder My deductible or selfshyinsured retention amount or other similar obligation under the policies shall be the sole responsibility of the Contractor

S SUBCONTRACTORS Contractor shall include all subcontractors as an insured (covered party) under its policies or shall furnish separate certificates and endorsements for each subcontractor All coverages for subcontractors shall be subject to all of the requirements stated herein

6 JOINT VENTURES If Contractor is an association partnership or other joint business venture required insurance shall be provided by anyone of the following methods

- Separate insurance policies issued for each individual entity with each entity included as aNamed Insured (covered party) or at minimum named as an Additional Insured on the others policies Joint insurance program with the association partnership or other joint business venture included as a Named Insured

7 CANCELLATION OF INSURANCE Should any of the above described policies be cancelled before the expiration date thereof notice will be delivered in accordance with the policy provisions

8 CERTIACATE OF INSURANCE Before commencing operations under this Agreemen~ Contractor shall provide Certificate(s) of Insurance and applicable insurance endorsements in form and satisfactory to County evidencing that all required insurance coverage is in effect The County reserves the rights to require the Contractor to provide complete certified copies of all required insurance policies The require certificate(s) and endorsements must be sent to

- DepartmentAgency issuing the contract With acopy to the Contracts Office (2000 San Pablo Ave 4th floor Oakland CA 94612)

Certificate C-1 Form 2001-1

31of33

________________________________ _

Contract No ________

EXHIBITD

COUNTY OF ALAMEDA DEBARMENT AND SUSPENSION CERTIFICATION

(Applicable to all agreements funded in part or whole with federal funds and contracts over $25000)

The contractor under penalty of perjury certifies that except as noted below contractor its principals and any named and unnamed subcontractor

bull Is not currently under suspension debarment voluntary exclusion or

determination of ineligibility by any federal agency

bull Has not been suspended debarred voluntarily excluded or determined

ineligible by any federal agency within the past three years

bull Does not have a proposed debarment pending and

bull Has not been indicted convicted or had a civil judgment rendered against it by

a court of competent jurisdiction in any matter involving fraud or official

misconduct within the past three years

If there are any exceptions to this certification insert the exceptions in the following space

Exceptions will not necessarily result in denial of award but will be considered in determining contractor responsibility For any exception noted above indicate belOw to whom it applies initiating agency and dates of action

Notes Providing false information may result in criminal prosecution or administrative sanctions The above certification is part of the Standard Services Agreement Signing this Standard Services Agreement on the signature portion thereof shall also constitute signature of this Certification

CONTRACTOR __~~__L-

PRINCIPAL~~---ll-I-L-_o_--GlI_V__f___ TITLE~~)(UltJ~ltCJJ St(

SIGNATURE~-+-----=----____ DATEcl ~ (jJ~

32of33

Contract No _______

EXHmITE

COUNTY OF ALAMEDA CONTRACT COMPLIANCE REPORTING REQUIREMENTS

Upon receipt of signed contract documents prime contractor shall immediately enterassign subcontractors in the Syste~ confum payments received from the County within 5 business days in the Syste~ immediately enter payments made to subcontractors and ensure that subcontractors confirm they received payments within 5 business days in the System Subcontractors shall confirm their payments received from the prime contractor within 5 business days in the System

Alameda County Contract Compliance System training and ongoing support are provided at no charge to contractors and participating sub-contractors awarded a contract as a result of this bid process for this project Contractors having contracts with the County should schedule a representative from their officecompany along with each of their subcontractors to attend training The training schedule may be viewed online at httpwwwelationsyscomelatiollsysisupport lhtm or call Elation Systems at (510) 764shy1870 A special access code will be provided to contractors and subcontractors participating in this contract awarded to allow use of the System free of charge

It is the Contractors responsibility to ensure that they and their subcontractors are registered and trained as required to utilize the Alameda County Contract Compliance System Training sessions are approximately one hour and will be held periodically in a number of locations throughout Alameda COWlty

330f33

DATE MDDIYYYYCERTIFICATE OF LIABILITY INSURANCE 211012012

THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMA11ON ONLY AND CONFERS NO RIGHTS UPON TtE CERTFICATE HOLDER THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND EXTEND OR AtTER THE COVERAGE AFFORDED BY THE POUCIES BELOW THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BElWEEN THE ISSUING INSURER(S) AUTHORIZED REPRESENTATIVE OR PRODUCER AND TtE CERTIFICATE HOLDER

IMPORTANT If the certificate holder is an ADDmONAL INSURED the policy(ies) must be endorsed If SUBROGATION IS WAIVED subject to the terms and conditions ofthe policy certain policies may require an endorsement A statement on this certificate does not confer rights to the certificate holder in lieu of such enciorseme s

PROOUCER

Aon Risk Services Northeast Inc 199 Water Street New York NY 10038 Phone 8662667475 Fax 8664677847 AFFORDING COVERAGE HAIC INSURED COMPANY A ACE American Insurance Company

lnIemationaI Business -4achines Corp amp My Other Subsidiary Corp Owned 01 ConIrDlled by the Insured 1 New Orohan Road Armonk NY 10504 United Slates

INSUR

COVERAGES CERllFICATE NUMBER154795 REVISION NUMBER THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED NOTWITHSTANDING ANY REQUIREMENT TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO VllHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS EXCLUSIONS AND CONDITIONS OF SUCH POLICIES LlMrTS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS

INSR (fiUCf EFF POUCfEXPLTR TYPE OF INSURANCE POLICY NUMBER til UMITS

A GENERAL UABIUTY HDOG25529236 5212011 1512112012 EACH OCCURRENCE $1OQMQQ--shy~~ X COMMERCIAl GENERAl LIABILITY PREMISE$Ea ~~ncel 11000 000 = CLAIUS-MAOE [KJ OCCUR UED EXP (Anyone person) S2500000

- I PERSONAl amp ArN INJURY $1000000-

-- ~GENERAL AGGREGotTE $1000000

~L AGGREr9L1MIT ArPER i PROOUCTS-COMP~AGG $1000000

POLICY ~ LOG I i A AUlOIIOBILE UABlUlY ISAH08635948 51212011 51212012 COMBINED SINGLE LIMIT

51000000---shy (Eaarridentll2t ANY AUTO BOOIL Y INJURY (Per personl ALL OWNEO AUTOS f-shy

- ~LY INJURY (Peracddenl) SCHEDULED AUTOS PROPERTY DAMAGE-

- HIREOAUTOS i(Per_) r-middotmiddotmiddotmiddotmiddot

--shy ~AUTOS

I I UlIBRElILA UAB

I

Irl OCCUR i EACH OCCURRENCE

~

EXCESSUAS ~~ CLAIMS-MAOE AGGREGATE

- DEDUCTIBlE

IRETEImON $ WORIltERS COIIPENSA11ON i I~~Ullis I IdegJrANDEMPLOYERSUABUTY YIN shy

ANY PROPRIETORiPARTNERIEXECUTlVE D NIA

I

EL EACH ACCIDENT OFFlCERMEIBIR EXaUOED

I EL DISEASE - EA EMPLOYEE m(MIndaIoIy In NHI

~~~~~TIONSbel i EL OISEASEmiddot POLICY LIMIT

i i I I DESCRIP110N OF OPERATION$ LOCATION$I YEHlCLES Aflach ACORD 101 AcldiUoMlRemrb $chedm is ngtqulroocl)

Please see page 2 for any additional language

CERllFICATE HOLDER CANCELLAllON

Alameda County Department of Social Services 2000 San Pablo Ave Oakland CA 94612 United States

SHOULD ANY OF 1ME ABOVE DESCRIBED POLICIES BE CANCE1lED BEFORE lHE EXPlRA110N DATE lHEREOF NOnce WILL BE DElNERED IN ACCORDANCe WFTH lHE POLICY PROVISIONS

I

AUTHORIZED REPRESENTAlIYE

AuIhcfized ReJgtresenlatve ~_yen~ ~~~~~bullw __ J_ PIaI Risk SenIkes NonheasI Inc

ISgt 1988-2009 ACORD CORPORATION AI righIs reserved

ACORD 25 (2009101 The ACORD name and logo are registered marks ofACORD Page 1 of2

ADDITIONAL REMARKS SCHEDULE AGENCY

Aon Risk Services Northeast Inc 199 Water Street New York NY 10038 Phone 8662667475 Fax 8664677847

NAIlED INSURED IntemaUonal Business Machines CoIp amp Ally Other SubsidiaIy CoIp Owned Of Contro8ed by lIle Insured 1 New Ordlard Road Armonk NY 10504 United Slates

EFFECTIVE DATE

ADDITIONAL REMARKS

THIS ADDITIONAL REMARKS FORM IS A SCHEDULE TO ACORD FORM

FORM NUMBER 25 FORM TITLE CERTIFICATE OF LIABILITY INSURANCE

[Alameda County Department of SOcial Services County of Alameda its Board of SUpervisors the individual members hereof and all County officers agents employees and representatives are hereby named as additional insureds on

General Liability policies but only to the extent that their interest may appear

Additional Language The insurance coverage provided for herein shall be primary and non contributory only wi1h respect to liabHity arising out of this Agreement with respect to liabHity arising out of IBMs negligence and as respects this contract only

Project IBM Education Pack Services

If there is a question regarding this certificate please contact Edward DiNardo (Email dinardoeusibmcom Phone 916-567-2922)

~ operations incidental to the conduct of insureds business in the United States of America

ACORD 101 (2008101) 2008 ACORD CORPORA nON All rights reserved The ACORD name and logo are registered marks of ACORD

Page 20f2

tC~RiJ CERTIFICATE OF LIABILITY INSURANCE I DlTE 1I1IfDOIYYYY)

21102012

THIS CERnFICATE IS ISSUED AS A MATTER OF INFORMA nON ONLY AND CONFERS NO RIGHTS UPON TIE CERTIFICATE HOLDER THIS CERnFICATE DOES NOT AFFlRMAnvaY OR NEGAnVELY AMEND EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POUCIES BELOW THIS CERnFICATE OF INSURANCE DOES NOT CONSTITUlE A CONTRACT BETWEEN THE ISSUING INSURER(S) AUTHORIZED REPRESENTAnVE OR PRODUCER AND TIE CERTIFICATE HOLDER

IMPORTANT Iftlle certifieate holder is an ADDITIONAL INSURED the policy(ies) must be endorsed If SUBROGAnON IS WAIVED subject to the terms and conditions of the policy certain policies may require an endorsement A statement on this certifICate does not confer rights to the certificate holder in lieu of such endorsement(s)

PRODUCER =~NT Aon Risk Services Northeast Inc 1pound Ir~No)199 Water Street New York NY 10038 Phone 8662667475 Fax 8664677847 INSURER(S) AFFORDING COIlERAGE HAIC

INSURED COMPNff A liberty Insurance Corporal

International Business Madlines CoqJ COMNoIY B liberty MulJaIII1SUrIIIIlt8 CcrIyengtany 1 New Ord1ard Road COMNoIY Co National Union Fino ance Company d 1IIIsbtJrgh PA Amlonk NY 10504 United Stales

COVERAGES CERT1FICATE NUMBER154796 REVISION NUMBER- THIS IS TO CERTIFY THAT THE POlICIES OF INSURANCE LISTED BEleW HAVE BEEN ISSueD TO THE INSUREO NAMED ABOVE FOR THE POlICY PERIOD INDICATED NOTWITHSTANDING ANY REQUIREMENT TERM OR CONDITION OF ANY COOTRACT OR OTHER DOCUMENT 1MTH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN THE INSURANCE AFFORDEO BY THE POLICIES DESCRIBEO HEREIN IS SUBJECT TO ALL THE TERMS EXCLUSIONS AND CONDITIONS OF SUCH POliCIES LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID ClAIMS

11tf TYPE OF INSURANCE IIHSR IWVD POLICY NIMIIER ~1fgtUCYEXP UIlITS

GENERAl UAaUlY I EACH OCCURRENCE

COMMERCIAL GENERAl LiABlLI1Y ~~~e~~nce) CLAIMS-MADE D OCCUR MED EXP (Anyone fgten)

PERSONAl amp AlN INJURY

GENERAl AGGREGATE

ESPER ~CT5 - calpop AGG

nLOC AIlOIIOIlILE UAaUlY COMBINED SINGLE LIMIT - (Ea 8Cdde1t)

ANY AUTO BOOI L Y INJURY (Per fgte11lOt)-shy

ALL OWNED AUTOS BODILY INJURY (Per accident)-

- SCHEDULED AUTOS PROPERTY DAMAGE

HIRED AUTOS (Per accident) -

NON-OWNED AUTOS - ~

UIIBRELlA UAB HOCCUR

EACH OCCURRENCE-EXCESSUAB CLAIMS-MADE AGGREGATE

---- DEDUCTIBLE

A WORKERS COIIPENSAllON WA7-6I)()0415ef4Z AOSPRNYlshy 11112012 1III2OIa X I T~~JWs I IO~A AND EMPLOYERS UAaUlY WA7-62D-laquol41SHi12 IYil 11112012 11112013 A YIM WC1~I-ltIOU5amp-I52 (OR WI) 11112012 11112013 $100000A ANY PROIRIETORIPARTNERlEXECUTIVE ~

MIA ~1_ExaNOHl 11112012 11112013 EL EACH ACCIDENT OFACERIMEI4BER EXClUDEDI (Mandatory In NKI

BH2HIC14158-1M2(V1) 11112012 11112013 EL DISEASE- EA EMPLOYEE $1ooampQQc 83-118922 a-) 11112012 IttrlO13

bull ~~~OPERATIONSIlet_ EL DISEASE POliCY LIMIT $100000

bull

DESCRIPllON OF OPERATIONS I LOCAnONS I VEHICLES (Attech ACORD 101 MdIlloMI Renlarlc8lchedule r mono fMICI Is required)

bullbull Includes EL coverage for monopolistic states NO PR WA WY

Please see page 2 for any additional language

CERT1FICATE HOLDER CANCELLATlON

Alameda County Department of Social Services 2000 San Pablo Ave Oakland CA 94612 United States

SHOULD Atlaquo OF THE ABOVE DESCRI8ED POUCIES BE CANCELLED BEFORE THE EXPIRATION DATE 1lIEREOF NOTICE WILL BE DELIVERED IN ACCORDANCE WrrH THE POLICY PROVISIONS

I

AUTHOIIZED REPRESEHTA1IYE

IIiutJori2od ~ smiddot~ _~4-~(~--w ___ --~~ -~kin Risk SeNices Nor1heast Inc

copy 1881-2009 ACORD CORPORA TlON An nghts reserved ACORD 26 (2009109) The ACORD name and logo are registered marks ofACORD

Page 1 of 2

ADDITIONAL REMARKS SCHEDULE AGENCY

ADo Risk Services Northeast Inc 199 Water Street New York NY 10038 Phone 8662667475 Fax 8664677847

NAIlED INSURED International Business Machines Corp 1 New Onhani Road Armonk NY 10504 United states

EFFECTIVE MTE

ADDmONAL REMARKS

THIS ADDITIONAL REMARKS FORM IS A SCHEDULE TO ACORD FORM

FORM NUMBER 25 FORM 11TLE CERTIFICATE OF LIABILITY INSURANCE

Project IBM Education Pack Services

Ifthere is a question regarding this certificate please contact Edward DiNardo (Email dinardoeusibmcom Phone 916-567-2922)

All operations incidental to the conduct of insureds business in the United States of America

ACORD 101 (2008101) C 2008 ACORD CORPORATION All rights reserved The ACORD name and logo are registered mal1ls of ACORD

Page 20f2

AKl K NAKAO Director

G~-r)ipDecember 5 2011

DEC 08 lOl1 TO Caroline Judy Assistant Direltltor GSA

RECE~vED FROM Tudor S Mosu Procurement Specialist n

SUBJECf Finding ofNon-Competition bull Sote Source 2084 Purchase from International Business Machines Corp Sacramento CA

This is to document my finding that competitive bidding is not possible for the purchase ofall IBM Education Pack in tho amount oUI 4994000 for the Social Services Agency (SSA) Infonnation Systems Department and therefore the Departmental Justification to Request a Waiver ofCounty Competitive Bidding Requirement copy attached is approved

In accordance with the County Administrative Code Section 412010 entitled UPurchases to be by Competitive Quotation all purchases of and contracts for materials supplies services fwnishings equipment livestock and other personal property shall be based wherever possible on competitive quotations

I have reviewed and researched the product and marketplace Based on my research ofthe departmental justifi~tion and internet I have detennined the requested product and supplier cannot be substituted and satisfy the Countys requirements International Business Machines Corp (IBM) is the only vendor capable to provide an online account to be used for IBM private courses at SSA on WM business intelligence data warehouse reporting classes IBM will add the SSA content customized to the training environment using Cognos Framework Manager and will provide a suite oftraining public and private courses technical conferences and selfmiddotpaced virtual classes This sole source request was posted on the County website for ten (10) business days and no other proposal was received Therefore competitive quotations are not possible and the request is recommended for your approval

The Social Services Agency is to obtain Board approval for services that exceed $25000 requesting authorization from the President of the Board to sign the contract or approve the purchase The Auditor-Controller issues Board signed contracts and Board approved purchase orders and purchase order changes withwithout signed contracts

te IIktt II Peill-o ValenciaDeputy Direct6rlDate

GSA Office ofAcquisition Policy

SLEB Compliant ______

Date~~~~_________ Director GSA

Attachment(s)

1401 LAKISIDE DRIVU SUITL 907 OAKLND CALIFORNIA 94612 PHmr 5102989600 [AX 5[02089626 wwwlt5(itnc~ovorg

GSA Sole Source Procurements - Alameda County Page lof2o Ala~~da co~ntys Offl~lal ~ebslte Skip County Banner 0 SHARE rJf l

~ go WoOFg i QUick links Citizens Business Seerch aegov IGO I Government Emergencies

GSA Home

Home

Introduction

AwardedClosed Contracts

Current Contracting Opportunltles

Arch 8 Engineering Construction

Sole Source Procurements

Goods 8 Services The contracts described below have been determined to comply with the County Sole Source Policy in ~flesrlonal Services that only a single source is available andor valid sole source exceptions to the competitive process

I-===----f exisl Upcoming ContractIng Opportunities

Arch amp Englnoaring Construction Goods amp Services ProfessIonal ServlceQ

Sole Source Procurements

Highland Project Contracts

AwardedClosedContracts CUlTent Contracting Opportunltles Upcoml Contracting

Contacts Teams

Vendor Info Vendor Guide Vendor Application (Online) Vendor Application

Public Works (PWA) Contracting Opportunities

CDA Construction Contracting Opportunities

StopWasteOrg

Advance NotIce of SoJe Source purchases are posted on-line for a minimum of five (Ii) business days prior to a contract being awarded For any additlonallnformatlon regarding contracts posted on thIs website please contact the appropriate parson listed below Thank you for your interest

Source Contract DescrIption

f1Ef1l Online Training Courses

f1I3JI Repair and Test fIre fighting ProtectiVe Clothing

Electro Shock Guns Cartridges BaHerlee amp Accessories

Estimate Award Date

120212011

11302011

111172011

Contact Person

Tudor S Mosu (510) 208-9614

Tudor S Mosu (510) 208-9614

Tudor S Mosu (510) 208-9614

mhtmIfilelICUserstmosuAppDataLocalMicrosoftWindowsTemporary Internet FilesContentOutlook1OYF6YPOGSA S 1210612011

Alameda County Auclttor-Controller Agencv Office of Contract Compliance OCC

FEDERAL GRANT FUNDS SMALL LOCAL EMERGING BUSINESS (SUI) WAIVER REQUEST

REQUIREDTOSOUCIT BlOSPROPOSALSAND AWARt)AMENO CONTRACTS THAT INCUJDe FtoERAl GRANT FUNDS THAT fROHI51l GIOORAPHICAl PREFERENCE)

mSfCDOfltcompr middot6 bbw and submit fhts form wlfh supporifng doclfrnentaion pecificolty stoHng that geographle preferences om bonnad fer the requetfed procurement to Tcmtnee TRlong Auditor Controller ace a QC 20111 or vIa email tot1Wlmf1lmn9_~99Uponapprovala fampdeKal Fundt WaNer number wm be I$SitEtd This numbM Is a mandatOf) field rGqooed tQ enter Q Procurement CollirUct In ALCOUMt ace wlJi mft-m upprovaill and denkds to tile Requesfing Depmtmem listed belew It IIIIftoI WQJvCW Is to $Cliett bids resubmlt c IOPY of the originally signed form Q nsed to tIWOrdlarYileM eo~ttI~ rlllquired addltlOlQllnfOOYlofl~l (3JiC bllliowl

1 Requasiing Department Ncme~_~~~9______ _~__________

A Contact First and Lost Nome~a~y Chen ___ _____ QiC 20203 __

8 Email Address~~~aOQCVmiddotorg ___ Phone Number ~~~~~ ____ 2 Procu~ement Oescriptlcm To p~asl an IB~~~tl0f~Jntonlln~ account) th~~lIIJr~~~

_IB~~~~gn~ pub~8 p~ate traini~gtpoundOUrses far saA Siaff _ CFOA No _9_~_5_5e___

3 1~~l9n~ checK aP2rgl~~~QY to fndrcqjg reason forYfaiver re9Y~______---

A 0 SoBd Bids with County Counsel approved modifled SlEB provlslons ___1___L__ ~

Wmvef Requeii ~ I=====================u____ t-__----i _101gt~r---------------- w 4 - bull _ IiT__ __ middot_-------1bull -- bullbull loW

IB II Award Contract wih COllnty COlJnSel OPPlOV(~ modifiampi SlES provIsions J IlL3 I W4livElf hquaat Delfs I

l ControctorNameCitYIM~IaClesett --~------------- iI Total Contract ValtJe $1499~O~ 5 3 fs i

L 3 fpoundlltroct S~ Date ~LJ~)2 U- COltmct End Dote=--zbJ~_IT1- - ~----- --~ -------- C 0 Contract Amendment --1_~J_ Also complete R 11 B2) and B 3) above WaWQr Req~Date

Dnme expiration Dote __~J1_ bull OMoo6Y Increase Amount $___~__~ ----~----~-- shy4 g Check here to in(iicate thai the FedefQ~ regulation Is ofialChed and speciflcally prohibits

geographical preferencs$ rrown he proc)r~met1 described above

Federal Re~Jutotlon NameNumber H~ltht~ S~~~L2~45ER~_~__~_

5 pound1 Che~~k here to lndicats that the Fedarar grant fundi are sub granted or PQssed through the State to the Couniy where State laws prohibit geogroph1cai preferences from the proctffemenf described obove and sub granf documerlts are aHached

State Regulation NomeNum r---=__

6 ---~~~~~~~gt-r--4-----n7io-y----shy r OClte

EPLS Search Results Page 1 of 1

Excluded Parties List System EPLS

Search Results Excluded By Firm Entity or Vessel International Business Machines Corporation

as of 14-Feb-2012 229 PM EST

Your search returned no results

httpsllwwweplsgoveplssearchdo full_name= Intemational+Business+Machines+Corpo 2142012

Contract No ________

EXIDBITA DEFINITION OF SERVICES

Project IBM Education Pack - online account

Service The contractor will set up an IBM Education Pack - online account for Alameda County Social Services Agency A total value offering of $17640000 to be placed immediately in the IBM Education Pack - online account for a price of$14994000

bull Alameda County Social Services Agency will use the IBM Education Pack - online account discounted dollars to purchase IBM Training public and private courses IBM Technical Conferences designated by IBM Training and offered in the United States IBM Training self paced virtual classes at the regular retail price in effect at the time ofeach such purchase The account is available for use to train any employee of the Alameda County Social Services Agency These dollars can not be used in combination with any other discounts promotions or separately negotiated special rates (Refer to Appendix A - IBM Education Pack -online account Terms and Conditions)

bull IBM will invoice Alameda County Social Services Agency upon signing ofthis Agreement Information will be supplied identifying a user id and password for monitoring the online account Invoices are due in accordance with Exhibit B

bull This account is valid for twelve (12) months from the date it is first activated on 31112 The requested start date may be no later than sixty (60) days from the signing ofthis Agreement Any remaining balance at the end oftwelve (12) months will expire and is non-refundable

230f33

Contract No ________

APPENDIX A

IBM Education Pack -online account

Terms and conditions

Alameda County Social Services Agency is entitled to the discounting as described below

IBM Education Pack -online account -general terms and conditions

The ffiM Education Pack -online account is an electronic account you fund with training dollars to be used for ffiM Training offerings The account offers two options for funding which are $100 increments and preset amounts

Precision paymentplan with flexible levels in $JOO increments Value of 5100 increments Your Savings USD 52500 -59900 25-99 0010 USD 510000 -524~00 100 -249 5 USD 525000 -549900 250 -499 10010 USD 550000 -599~00 500 -999 11 USD 5100000 + 1000+ 12

Pre-set amOlmts are available in packages Value Your Price Your Savings USD52500 USD $2500 0010 USD 510000 USD $9500 5 USD525OOO USD22500 10 USDS50000 USD $44500 11 USD 5100000 USD $88000 12

1 The ffiM Education Pack -online account training dollars are valid for 12 months and are nonshyrefundable The ffiM Education Pack -online account can be used by one or more individuals in your organization

2 The ffiM Education Pack online account is valid for 12 months and extensions are prohibited 3 The activation date for the ffiM Education Pack -online account is the date ffiM Training receives the

application and billing information unless an alternate activation date is requested at the time the application is submitted An activation date of up to 60 days from the date of the application may be selected if indicated on the initial order form

4 The ffiM Education Pack -online account can be used for ffiM public courses private on-site courses instructor mentoring and most conferences designated by ffiM Training and offered in the US The ffiM Education Pack -online account may also be used for most ffiM e-Iearning designated by ffiM Training When using the ffiM Education Pack -online account to pay for a private onsite class you may use the training dollar vouchers for the class tuition instructor travel and living equipment and classroom rentals if applicable

5 When using the ffiM Education Pack online account to pay for a conference the funds may be used for conference tuition and some associated education sessions designated by ffiM Training

6 The ffiM Education Pack - online account cannot be used for classes or conferences which occur beyond the expiration date of the account funds The funds must be valid on the first day of the class or

240f33

Contract No _________

conference regardless of the date ofyour enrollment 7 Certain IBM Training courses may be excluded from this program To determine which IBM Training

courses are eligible for the program and which are excluded access our online catalog via the World Wide Web at ibncQmtrainingus to view IBM Training public course descriptions and conference scheduJes or contact 1800-IBM-TEACH (1-800-426-8322)

8 You must enroll in each individual course or conference prior to attending All enrollments in courses or conferences are subject to availability Enrollments and purchases must be guaranteed by an alternate method ofpayment You must check the IBM Education Pack online account box on the enrollment form Ifyou enroll by phone you must indicate you are using IBM Education Pack - online account funds to properly flag your enrollment record

9 To use your IBM Education Pack -online account funds you must debit your account PRIOR to the start ofthe course or conference by creating a voucher and submitting it online Each account voucher must be completed with Alameda County Social Services Agency number Alameda County Social Services Agency name and offering identification You must create a unique voucher for each individual enrollment or offering you purchase

10 The purchase of an IBM Education Pack -online account does not guarantee that a class will be held in a specific location

11 Ifyour enrollment status changes due to any cancellations you must access your IBM Education Pack online account and void applicable vouchers to return unused funds to your account balance The IBM Education Pack online account will not automatically update

12 The IBM Education Pack -online account is password protected IBM Training is not responsible for the misuse ofIBM Education Pack -online accounts

B Once the IBM Education Pack -online account is debited by creating a voucher for the offering your invoice will be credited for the value submitted up to 100010 of the course or conference tuition or other valid offering purchased If the amount of the created voucher from the IBM Education Pack-online account does not cover the entire tuition of the eligible IBM Training offering you will be billed the difference Ifyour IBM Education Pack -online account is not debited a bill for the offering will be sent

14 IBM Education Pack -online account cannot be used to pay for offerings that have already been billed or applied to previously taken courses

15 Once the IBM Education Pack -online account has been debited training dollars cannot be reapplied to the IBM Education Pack -online account

16 IBM Education Pack -online account training dollars cannot be combined with any other discounts offers programs coupons or promotions

17 IBM Education Pack -online account training dollars cannot be used to purchase additional IBM Education Packs -online accounts or other discount offerings

18 The No-Show and Cancellation policies apply and a bill for the full course or conference tuition will be sent if a student fails to attend or to cancel within the required period for a course or conference To use IBM Education Pack -online account training dollars to pay a No-Show or late cancellation bill send an e-mail to edpack(ZVusibmcom for processing instructions

19 IBM Education Pack -online account cannot be used to pay for IBM Training services engagements 20 Prices ofthis program and eligible offerings are subject to change without notice 21 Course and conference schedules are subject to change without notice 22 The IBM Education Pack -online account can only be resold by authorized IBM Business Partners

250f33

Contract No _________

Terms and conditions

IBM agreementor courses and education nuderitds

CUITent as of 01 Jan 2011

The following terms apply to I) enrollment in classes offered by ffiM and 2) orders for ffiMs education materials These tenus along with any applicable license agreement are the complete agreement between us regarding the courses or education materials we provide and replace any prior oral or written communications between us Attendance at a class or your use of any education materials constitutes your agreement to these tenus and conditions Occasionally we have offerings with additional or different terms and conditions If so we will provide those terms and conditions to you For example conference tenus and conditions are outlined in the conference registration section of the conference website or in the conference brochure for the event

Coulses and education mateais

We list our generally available courses and education materials in various IDM Catalogs ofEducation (Catalog) which we publish from time to time We may add or withdraw courses and education materials at any time without notice

Scheduling dasses

We will specify the dates of public classes Private or on-site classes will be scheduled by mutual agreement We may cancel any scheduled class on notice If we cancel a class for which you have prepaid we will refund the price you paid

Accommodations for students with disabilities

IDM locations are accessible for students with disabilities If reasonable accommodations are required for an individual with a disability please advise IDM of the accommodations in advance

Pces and payment

Prices for public classes will be those in effect on the date the class begins Prices include the use of required education materials and machines They do not include taxes or student travel and living expenses IDM reserves the right to increase prices at any time without prior notification Prices for private or on-site classes will be established based on your requirements Additional charges may apply such as instructor travel and living expenses facilities and remote lab support You agree to pay amounts due including applicable taxes and any late payment fees as we specify in the invoice Conference cancellation charges will be specified on the conference website or in the conference brochure for the event

Cancellation charges

Effective January 1 2011

You will be charged the full price of a public class ifyou do not cancel or reschedule your enrollment at least fourteen calendar days prior to the scheduled start date or ifyou do not show up for the class

260f33

Contract No _________

However you may cancel your class enrollment at any time within the three days following your initial or any rescheduled enrollment date without charge

Ifyou cancel a private or on-site class within seven calendar days prior to the scheduled start date you will be billed the full price ofthe class ifyou cancel between eight and fifteen calendar days prior to the scheduled start date you will be billed 25 of the full price and ifyou cancel between sixteen and twentyshyone calendar days prior to the scheduled start date you will be billed lOO of the full price Cancellation of a private or on-site class more than twenty-one calendar days prior to the scheduled start date may be made without charge

Conference cancellation charges will be specified on the conference Web site or in the conference brochure for the event

Self-Paced Virtual Oasses and Web-Based Training Classes

You may not cancel once you submit an order for a Self-Paced Virtual Class or a Web-Based Training Class Once you submit the order you are responsible to pay the entire course price

Online Enrollment Before you submit your order review the machine requirements listed in the course description to ensure that your system meets the minimum requirements for this course After you submit the on-line order form you should receive a confirmation e-mail with communication about your ID and password and additional instructions to start the course You are billed for the course when you submit the order form

Once you receive your ID and Password you will be given a period of time to complete the course Please refer to the course description for specifics regarding your registered course ONCE YOU SUBMIT YOUR ORDER WE WILL NOT BE ABLE TO CANCEL THE ORDER

Patents and copyrights

Ifa third party claims that the education materials we provide to you infringe that partys patent or copyright we will defend you against that claim at our expense and pay all costs damages and attorneys fees that a court finally awards provided that you

1 promptly notify us in writing of the claim and 2 allow us to controL and cooperate with us in the defense and any related settlement negotiations

Ifsuch a claim is made or appears likely to be made you agree to permit us to enable you to continue to use the education materials or to modify or replace them Ifwe determine that none of these alternatives is reasonably available you agree to return the education materials to us on our written request We will then give you an appropriate credit for the returned materials

This is our entire ob1igation to you regarding any claim of infringement

We have no obligation regarding any claim based on your modification of education materials

27of33

Contract No ________

limitation of liability

Circumstances may arise where because of a default on our part or other liability you are entitled to recover damages from us In each such instance except for the payments referred to in our patent and copyright terms described above and damages for bodily injury (including death) and damage to real property and tangible personal property for which mM is legally Hable we are liable only for the charges for the class or education material that is the subject of the claim

This limit also applies to any ofour subcontractors It is the maximum for which we are collectively responsible

Items for which we are not liable Under no circumstances are we or our subcontractors liable for any of the following

] third-party claims against you for losses or damages (except as described above in the section entitled Patents and Copyrights and damages for bodily injury (including death) and damage to real property and tangible personal property for which mM is legally liable)

2 loss of or damage to your records or data or 3 special incidental or indirect damages or for any economic consequential damages (including lost

profits or savings) even ifwe are informed oftheir possibility

license

Any machine readable education materials that we provide to you will be subject to the terms and conditions ofa license agreement We will inform you of the applicable agreement

Warranty

THERE ARE NO EXPRESS WARRANTIES EXCEPT THOSE CONTAINED HEREIN OR IN ANY APPUCABLE UCENSE AGREEMENT THERE ARE NO IMPUED WARRANTIES INCLUDING BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE WE MAKE NO WARRANTY AS TO RESULTS TO BE ATTAINED BY ATTENDING OUR CLASSES OR USING OUR EDUCATION MATERIALS

Changes to this agreement

We may modifY these terms and conditions on written notice The modified terms and conditions will apply to your enrollment or order unless you cancel such enrollment or order prior to the effective date Otherwise for a change to be valid both of us must sign it Additional or different terms and conditions in any order or communication from you are void

General

bull You agree not to copy our copyrighted material without our prior written consent bull You agree not to use recording equipment in our classes without our prior written consent bull You agree not to use our trademarks trade names or other designations in any promotion or publication without our prior written consent bull You agree not to assign or otherwise transfer your rights under this Agreement without our prior

28of33

Contract No ________

written consent Any attempt to do so is void bull Neither of us is responsible for failure to fulfill any obligations due to causes beyond its control bull Neither ofus will bring a legal action (under this Agreement) more than two years after the cause of action arose bull Any terms of this Agreement which by their nature extend beyond its termination remain in effect until fulfilled and apply to respective successors and assignees

290f33

Contract No ________

EXHIBITB PAYMENT TERMS

1 The tenn ofthis Agreement is March 1 2012 through March 31 2013

2 Total payment under the tenns of this Agreement will not exceed the total amount of $14994000 This cost includes all taxes and all other charges

3 Invoices to County are due upon receipt of invoice and payable within thirty (30) days from receipt of invoice

The contractor will set up an mM Education Pack - online account for Alameda County Social Services Agency A total value offering of $1 7640000 to be placed immediately in the mM Education Pack - online account for a price of $14994000

4 Invoices will be approved by the Alameda County Social Services Agency Contract Liaison

5 Contractor shall submit invoice as required to

Alameda county Social Services Agency 2000 San Pablo Ave 4th floor

Oakland CA 94612 Attn Jerome Graham

300f33

C

EXHIBITC COUNTY OF ALAMEDA MINIMUM INSURANCE REQUIREMENTS

Wi1hout limiting MY other obligation or liabilily under this Agreement he Contractor at its sole rost and expense shall secure and keep in force he entire term of he as be he insuranre limits and endorsements

Commercial General Uability Premises Liability Products and Completed Operations Contractual

Personal and liabi B Commercial or Business Automobile Liability

All owned vehicles hired or leased vehicles non-owned borrowed and permissive uses Personal Automobile Liability is acceptable for individual contractors with no related activities Workers Compensation (WC) and Employers Uability (EL)

for all contractors with eml)Jovees

o Endorsements and Conditions

$1000000 per occurrence (CSl) Bodily Injury and Property Damage

$1000000 per occurrence (CSL) My Auto Bodily Injury and Property Damage

or disease

1 ADDmONAL INSURED All insurance required above with the exception of Personal Automobile LiabilityI Workers Compensation and Employers Liability shall be endorsed to name as additional insured County of Alameda its Board of SUpervisors the individual members thereof and all County officers agents employees and representatives

2 DURATION OF COVERAGE All required insurance shall be maintained during the entire term of the Agreement with the following exception Insurance policies and coverage(s) written on aclaims-made basis shall be maintained during the entire term of the Agreement and until 1year following expiration of the Agreemen~ as long as such coverage remains commercially available in the market place

3 REDUCTION OR UMIT OF OBLIGATION The insurance policies provided for in Aand Babove shall be primary and non contributory only with respect to liability arising out of this Agreement Pursuant to the provisions of this Agreement insurance effected or procured by the Contractor shall not reduce or limit Contractors contractual obligation to indemnify and defend the Indemnified Parties

4 INSURER ANANCIAL RAnNG Insurance shall be maintained through an insurer with aAM Best Rating of no less than AshyVlI or equivalen~ and shall be admitted to the State of California unless otherwise waived by Risk Management Acceptance of Contractors insurance by County shall not relieve or decrease the liability of Contractor hereunder My deductible or selfshyinsured retention amount or other similar obligation under the policies shall be the sole responsibility of the Contractor

S SUBCONTRACTORS Contractor shall include all subcontractors as an insured (covered party) under its policies or shall furnish separate certificates and endorsements for each subcontractor All coverages for subcontractors shall be subject to all of the requirements stated herein

6 JOINT VENTURES If Contractor is an association partnership or other joint business venture required insurance shall be provided by anyone of the following methods

- Separate insurance policies issued for each individual entity with each entity included as aNamed Insured (covered party) or at minimum named as an Additional Insured on the others policies Joint insurance program with the association partnership or other joint business venture included as a Named Insured

7 CANCELLATION OF INSURANCE Should any of the above described policies be cancelled before the expiration date thereof notice will be delivered in accordance with the policy provisions

8 CERTIACATE OF INSURANCE Before commencing operations under this Agreemen~ Contractor shall provide Certificate(s) of Insurance and applicable insurance endorsements in form and satisfactory to County evidencing that all required insurance coverage is in effect The County reserves the rights to require the Contractor to provide complete certified copies of all required insurance policies The require certificate(s) and endorsements must be sent to

- DepartmentAgency issuing the contract With acopy to the Contracts Office (2000 San Pablo Ave 4th floor Oakland CA 94612)

Certificate C-1 Form 2001-1

31of33

________________________________ _

Contract No ________

EXHIBITD

COUNTY OF ALAMEDA DEBARMENT AND SUSPENSION CERTIFICATION

(Applicable to all agreements funded in part or whole with federal funds and contracts over $25000)

The contractor under penalty of perjury certifies that except as noted below contractor its principals and any named and unnamed subcontractor

bull Is not currently under suspension debarment voluntary exclusion or

determination of ineligibility by any federal agency

bull Has not been suspended debarred voluntarily excluded or determined

ineligible by any federal agency within the past three years

bull Does not have a proposed debarment pending and

bull Has not been indicted convicted or had a civil judgment rendered against it by

a court of competent jurisdiction in any matter involving fraud or official

misconduct within the past three years

If there are any exceptions to this certification insert the exceptions in the following space

Exceptions will not necessarily result in denial of award but will be considered in determining contractor responsibility For any exception noted above indicate belOw to whom it applies initiating agency and dates of action

Notes Providing false information may result in criminal prosecution or administrative sanctions The above certification is part of the Standard Services Agreement Signing this Standard Services Agreement on the signature portion thereof shall also constitute signature of this Certification

CONTRACTOR __~~__L-

PRINCIPAL~~---ll-I-L-_o_--GlI_V__f___ TITLE~~)(UltJ~ltCJJ St(

SIGNATURE~-+-----=----____ DATEcl ~ (jJ~

32of33

Contract No _______

EXHmITE

COUNTY OF ALAMEDA CONTRACT COMPLIANCE REPORTING REQUIREMENTS

Upon receipt of signed contract documents prime contractor shall immediately enterassign subcontractors in the Syste~ confum payments received from the County within 5 business days in the Syste~ immediately enter payments made to subcontractors and ensure that subcontractors confirm they received payments within 5 business days in the System Subcontractors shall confirm their payments received from the prime contractor within 5 business days in the System

Alameda County Contract Compliance System training and ongoing support are provided at no charge to contractors and participating sub-contractors awarded a contract as a result of this bid process for this project Contractors having contracts with the County should schedule a representative from their officecompany along with each of their subcontractors to attend training The training schedule may be viewed online at httpwwwelationsyscomelatiollsysisupport lhtm or call Elation Systems at (510) 764shy1870 A special access code will be provided to contractors and subcontractors participating in this contract awarded to allow use of the System free of charge

It is the Contractors responsibility to ensure that they and their subcontractors are registered and trained as required to utilize the Alameda County Contract Compliance System Training sessions are approximately one hour and will be held periodically in a number of locations throughout Alameda COWlty

330f33

DATE MDDIYYYYCERTIFICATE OF LIABILITY INSURANCE 211012012

THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMA11ON ONLY AND CONFERS NO RIGHTS UPON TtE CERTFICATE HOLDER THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND EXTEND OR AtTER THE COVERAGE AFFORDED BY THE POUCIES BELOW THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BElWEEN THE ISSUING INSURER(S) AUTHORIZED REPRESENTATIVE OR PRODUCER AND TtE CERTIFICATE HOLDER

IMPORTANT If the certificate holder is an ADDmONAL INSURED the policy(ies) must be endorsed If SUBROGATION IS WAIVED subject to the terms and conditions ofthe policy certain policies may require an endorsement A statement on this certificate does not confer rights to the certificate holder in lieu of such enciorseme s

PROOUCER

Aon Risk Services Northeast Inc 199 Water Street New York NY 10038 Phone 8662667475 Fax 8664677847 AFFORDING COVERAGE HAIC INSURED COMPANY A ACE American Insurance Company

lnIemationaI Business -4achines Corp amp My Other Subsidiary Corp Owned 01 ConIrDlled by the Insured 1 New Orohan Road Armonk NY 10504 United Slates

INSUR

COVERAGES CERllFICATE NUMBER154795 REVISION NUMBER THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED NOTWITHSTANDING ANY REQUIREMENT TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO VllHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS EXCLUSIONS AND CONDITIONS OF SUCH POLICIES LlMrTS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS

INSR (fiUCf EFF POUCfEXPLTR TYPE OF INSURANCE POLICY NUMBER til UMITS

A GENERAL UABIUTY HDOG25529236 5212011 1512112012 EACH OCCURRENCE $1OQMQQ--shy~~ X COMMERCIAl GENERAl LIABILITY PREMISE$Ea ~~ncel 11000 000 = CLAIUS-MAOE [KJ OCCUR UED EXP (Anyone person) S2500000

- I PERSONAl amp ArN INJURY $1000000-

-- ~GENERAL AGGREGotTE $1000000

~L AGGREr9L1MIT ArPER i PROOUCTS-COMP~AGG $1000000

POLICY ~ LOG I i A AUlOIIOBILE UABlUlY ISAH08635948 51212011 51212012 COMBINED SINGLE LIMIT

51000000---shy (Eaarridentll2t ANY AUTO BOOIL Y INJURY (Per personl ALL OWNEO AUTOS f-shy

- ~LY INJURY (Peracddenl) SCHEDULED AUTOS PROPERTY DAMAGE-

- HIREOAUTOS i(Per_) r-middotmiddotmiddotmiddotmiddot

--shy ~AUTOS

I I UlIBRElILA UAB

I

Irl OCCUR i EACH OCCURRENCE

~

EXCESSUAS ~~ CLAIMS-MAOE AGGREGATE

- DEDUCTIBlE

IRETEImON $ WORIltERS COIIPENSA11ON i I~~Ullis I IdegJrANDEMPLOYERSUABUTY YIN shy

ANY PROPRIETORiPARTNERIEXECUTlVE D NIA

I

EL EACH ACCIDENT OFFlCERMEIBIR EXaUOED

I EL DISEASE - EA EMPLOYEE m(MIndaIoIy In NHI

~~~~~TIONSbel i EL OISEASEmiddot POLICY LIMIT

i i I I DESCRIP110N OF OPERATION$ LOCATION$I YEHlCLES Aflach ACORD 101 AcldiUoMlRemrb $chedm is ngtqulroocl)

Please see page 2 for any additional language

CERllFICATE HOLDER CANCELLAllON

Alameda County Department of Social Services 2000 San Pablo Ave Oakland CA 94612 United States

SHOULD ANY OF 1ME ABOVE DESCRIBED POLICIES BE CANCE1lED BEFORE lHE EXPlRA110N DATE lHEREOF NOnce WILL BE DElNERED IN ACCORDANCe WFTH lHE POLICY PROVISIONS

I

AUTHORIZED REPRESENTAlIYE

AuIhcfized ReJgtresenlatve ~_yen~ ~~~~~bullw __ J_ PIaI Risk SenIkes NonheasI Inc

ISgt 1988-2009 ACORD CORPORATION AI righIs reserved

ACORD 25 (2009101 The ACORD name and logo are registered marks ofACORD Page 1 of2

ADDITIONAL REMARKS SCHEDULE AGENCY

Aon Risk Services Northeast Inc 199 Water Street New York NY 10038 Phone 8662667475 Fax 8664677847

NAIlED INSURED IntemaUonal Business Machines CoIp amp Ally Other SubsidiaIy CoIp Owned Of Contro8ed by lIle Insured 1 New Ordlard Road Armonk NY 10504 United Slates

EFFECTIVE DATE

ADDITIONAL REMARKS

THIS ADDITIONAL REMARKS FORM IS A SCHEDULE TO ACORD FORM

FORM NUMBER 25 FORM TITLE CERTIFICATE OF LIABILITY INSURANCE

[Alameda County Department of SOcial Services County of Alameda its Board of SUpervisors the individual members hereof and all County officers agents employees and representatives are hereby named as additional insureds on

General Liability policies but only to the extent that their interest may appear

Additional Language The insurance coverage provided for herein shall be primary and non contributory only wi1h respect to liabHity arising out of this Agreement with respect to liabHity arising out of IBMs negligence and as respects this contract only

Project IBM Education Pack Services

If there is a question regarding this certificate please contact Edward DiNardo (Email dinardoeusibmcom Phone 916-567-2922)

~ operations incidental to the conduct of insureds business in the United States of America

ACORD 101 (2008101) 2008 ACORD CORPORA nON All rights reserved The ACORD name and logo are registered marks of ACORD

Page 20f2

tC~RiJ CERTIFICATE OF LIABILITY INSURANCE I DlTE 1I1IfDOIYYYY)

21102012

THIS CERnFICATE IS ISSUED AS A MATTER OF INFORMA nON ONLY AND CONFERS NO RIGHTS UPON TIE CERTIFICATE HOLDER THIS CERnFICATE DOES NOT AFFlRMAnvaY OR NEGAnVELY AMEND EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POUCIES BELOW THIS CERnFICATE OF INSURANCE DOES NOT CONSTITUlE A CONTRACT BETWEEN THE ISSUING INSURER(S) AUTHORIZED REPRESENTAnVE OR PRODUCER AND TIE CERTIFICATE HOLDER

IMPORTANT Iftlle certifieate holder is an ADDITIONAL INSURED the policy(ies) must be endorsed If SUBROGAnON IS WAIVED subject to the terms and conditions of the policy certain policies may require an endorsement A statement on this certifICate does not confer rights to the certificate holder in lieu of such endorsement(s)

PRODUCER =~NT Aon Risk Services Northeast Inc 1pound Ir~No)199 Water Street New York NY 10038 Phone 8662667475 Fax 8664677847 INSURER(S) AFFORDING COIlERAGE HAIC

INSURED COMPNff A liberty Insurance Corporal

International Business Madlines CoqJ COMNoIY B liberty MulJaIII1SUrIIIIlt8 CcrIyengtany 1 New Ord1ard Road COMNoIY Co National Union Fino ance Company d 1IIIsbtJrgh PA Amlonk NY 10504 United Stales

COVERAGES CERT1FICATE NUMBER154796 REVISION NUMBER- THIS IS TO CERTIFY THAT THE POlICIES OF INSURANCE LISTED BEleW HAVE BEEN ISSueD TO THE INSUREO NAMED ABOVE FOR THE POlICY PERIOD INDICATED NOTWITHSTANDING ANY REQUIREMENT TERM OR CONDITION OF ANY COOTRACT OR OTHER DOCUMENT 1MTH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN THE INSURANCE AFFORDEO BY THE POLICIES DESCRIBEO HEREIN IS SUBJECT TO ALL THE TERMS EXCLUSIONS AND CONDITIONS OF SUCH POliCIES LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID ClAIMS

11tf TYPE OF INSURANCE IIHSR IWVD POLICY NIMIIER ~1fgtUCYEXP UIlITS

GENERAl UAaUlY I EACH OCCURRENCE

COMMERCIAL GENERAl LiABlLI1Y ~~~e~~nce) CLAIMS-MADE D OCCUR MED EXP (Anyone fgten)

PERSONAl amp AlN INJURY

GENERAl AGGREGATE

ESPER ~CT5 - calpop AGG

nLOC AIlOIIOIlILE UAaUlY COMBINED SINGLE LIMIT - (Ea 8Cdde1t)

ANY AUTO BOOI L Y INJURY (Per fgte11lOt)-shy

ALL OWNED AUTOS BODILY INJURY (Per accident)-

- SCHEDULED AUTOS PROPERTY DAMAGE

HIRED AUTOS (Per accident) -

NON-OWNED AUTOS - ~

UIIBRELlA UAB HOCCUR

EACH OCCURRENCE-EXCESSUAB CLAIMS-MADE AGGREGATE

---- DEDUCTIBLE

A WORKERS COIIPENSAllON WA7-6I)()0415ef4Z AOSPRNYlshy 11112012 1III2OIa X I T~~JWs I IO~A AND EMPLOYERS UAaUlY WA7-62D-laquol41SHi12 IYil 11112012 11112013 A YIM WC1~I-ltIOU5amp-I52 (OR WI) 11112012 11112013 $100000A ANY PROIRIETORIPARTNERlEXECUTIVE ~

MIA ~1_ExaNOHl 11112012 11112013 EL EACH ACCIDENT OFACERIMEI4BER EXClUDEDI (Mandatory In NKI

BH2HIC14158-1M2(V1) 11112012 11112013 EL DISEASE- EA EMPLOYEE $1ooampQQc 83-118922 a-) 11112012 IttrlO13

bull ~~~OPERATIONSIlet_ EL DISEASE POliCY LIMIT $100000

bull

DESCRIPllON OF OPERATIONS I LOCAnONS I VEHICLES (Attech ACORD 101 MdIlloMI Renlarlc8lchedule r mono fMICI Is required)

bullbull Includes EL coverage for monopolistic states NO PR WA WY

Please see page 2 for any additional language

CERT1FICATE HOLDER CANCELLATlON

Alameda County Department of Social Services 2000 San Pablo Ave Oakland CA 94612 United States

SHOULD Atlaquo OF THE ABOVE DESCRI8ED POUCIES BE CANCELLED BEFORE THE EXPIRATION DATE 1lIEREOF NOTICE WILL BE DELIVERED IN ACCORDANCE WrrH THE POLICY PROVISIONS

I

AUTHOIIZED REPRESEHTA1IYE

IIiutJori2od ~ smiddot~ _~4-~(~--w ___ --~~ -~kin Risk SeNices Nor1heast Inc

copy 1881-2009 ACORD CORPORA TlON An nghts reserved ACORD 26 (2009109) The ACORD name and logo are registered marks ofACORD

Page 1 of 2

ADDITIONAL REMARKS SCHEDULE AGENCY

ADo Risk Services Northeast Inc 199 Water Street New York NY 10038 Phone 8662667475 Fax 8664677847

NAIlED INSURED International Business Machines Corp 1 New Onhani Road Armonk NY 10504 United states

EFFECTIVE MTE

ADDmONAL REMARKS

THIS ADDITIONAL REMARKS FORM IS A SCHEDULE TO ACORD FORM

FORM NUMBER 25 FORM 11TLE CERTIFICATE OF LIABILITY INSURANCE

Project IBM Education Pack Services

Ifthere is a question regarding this certificate please contact Edward DiNardo (Email dinardoeusibmcom Phone 916-567-2922)

All operations incidental to the conduct of insureds business in the United States of America

ACORD 101 (2008101) C 2008 ACORD CORPORATION All rights reserved The ACORD name and logo are registered mal1ls of ACORD

Page 20f2

AKl K NAKAO Director

G~-r)ipDecember 5 2011

DEC 08 lOl1 TO Caroline Judy Assistant Direltltor GSA

RECE~vED FROM Tudor S Mosu Procurement Specialist n

SUBJECf Finding ofNon-Competition bull Sote Source 2084 Purchase from International Business Machines Corp Sacramento CA

This is to document my finding that competitive bidding is not possible for the purchase ofall IBM Education Pack in tho amount oUI 4994000 for the Social Services Agency (SSA) Infonnation Systems Department and therefore the Departmental Justification to Request a Waiver ofCounty Competitive Bidding Requirement copy attached is approved

In accordance with the County Administrative Code Section 412010 entitled UPurchases to be by Competitive Quotation all purchases of and contracts for materials supplies services fwnishings equipment livestock and other personal property shall be based wherever possible on competitive quotations

I have reviewed and researched the product and marketplace Based on my research ofthe departmental justifi~tion and internet I have detennined the requested product and supplier cannot be substituted and satisfy the Countys requirements International Business Machines Corp (IBM) is the only vendor capable to provide an online account to be used for IBM private courses at SSA on WM business intelligence data warehouse reporting classes IBM will add the SSA content customized to the training environment using Cognos Framework Manager and will provide a suite oftraining public and private courses technical conferences and selfmiddotpaced virtual classes This sole source request was posted on the County website for ten (10) business days and no other proposal was received Therefore competitive quotations are not possible and the request is recommended for your approval

The Social Services Agency is to obtain Board approval for services that exceed $25000 requesting authorization from the President of the Board to sign the contract or approve the purchase The Auditor-Controller issues Board signed contracts and Board approved purchase orders and purchase order changes withwithout signed contracts

te IIktt II Peill-o ValenciaDeputy Direct6rlDate

GSA Office ofAcquisition Policy

SLEB Compliant ______

Date~~~~_________ Director GSA

Attachment(s)

1401 LAKISIDE DRIVU SUITL 907 OAKLND CALIFORNIA 94612 PHmr 5102989600 [AX 5[02089626 wwwlt5(itnc~ovorg

GSA Sole Source Procurements - Alameda County Page lof2o Ala~~da co~ntys Offl~lal ~ebslte Skip County Banner 0 SHARE rJf l

~ go WoOFg i QUick links Citizens Business Seerch aegov IGO I Government Emergencies

GSA Home

Home

Introduction

AwardedClosed Contracts

Current Contracting Opportunltles

Arch 8 Engineering Construction

Sole Source Procurements

Goods 8 Services The contracts described below have been determined to comply with the County Sole Source Policy in ~flesrlonal Services that only a single source is available andor valid sole source exceptions to the competitive process

I-===----f exisl Upcoming ContractIng Opportunities

Arch amp Englnoaring Construction Goods amp Services ProfessIonal ServlceQ

Sole Source Procurements

Highland Project Contracts

AwardedClosedContracts CUlTent Contracting Opportunltles Upcoml Contracting

Contacts Teams

Vendor Info Vendor Guide Vendor Application (Online) Vendor Application

Public Works (PWA) Contracting Opportunities

CDA Construction Contracting Opportunities

StopWasteOrg

Advance NotIce of SoJe Source purchases are posted on-line for a minimum of five (Ii) business days prior to a contract being awarded For any additlonallnformatlon regarding contracts posted on thIs website please contact the appropriate parson listed below Thank you for your interest

Source Contract DescrIption

f1Ef1l Online Training Courses

f1I3JI Repair and Test fIre fighting ProtectiVe Clothing

Electro Shock Guns Cartridges BaHerlee amp Accessories

Estimate Award Date

120212011

11302011

111172011

Contact Person

Tudor S Mosu (510) 208-9614

Tudor S Mosu (510) 208-9614

Tudor S Mosu (510) 208-9614

mhtmIfilelICUserstmosuAppDataLocalMicrosoftWindowsTemporary Internet FilesContentOutlook1OYF6YPOGSA S 1210612011

Alameda County Auclttor-Controller Agencv Office of Contract Compliance OCC

FEDERAL GRANT FUNDS SMALL LOCAL EMERGING BUSINESS (SUI) WAIVER REQUEST

REQUIREDTOSOUCIT BlOSPROPOSALSAND AWARt)AMENO CONTRACTS THAT INCUJDe FtoERAl GRANT FUNDS THAT fROHI51l GIOORAPHICAl PREFERENCE)

mSfCDOfltcompr middot6 bbw and submit fhts form wlfh supporifng doclfrnentaion pecificolty stoHng that geographle preferences om bonnad fer the requetfed procurement to Tcmtnee TRlong Auditor Controller ace a QC 20111 or vIa email tot1Wlmf1lmn9_~99Uponapprovala fampdeKal Fundt WaNer number wm be I$SitEtd This numbM Is a mandatOf) field rGqooed tQ enter Q Procurement CollirUct In ALCOUMt ace wlJi mft-m upprovaill and denkds to tile Requesfing Depmtmem listed belew It IIIIftoI WQJvCW Is to $Cliett bids resubmlt c IOPY of the originally signed form Q nsed to tIWOrdlarYileM eo~ttI~ rlllquired addltlOlQllnfOOYlofl~l (3JiC bllliowl

1 Requasiing Department Ncme~_~~~9______ _~__________

A Contact First and Lost Nome~a~y Chen ___ _____ QiC 20203 __

8 Email Address~~~aOQCVmiddotorg ___ Phone Number ~~~~~ ____ 2 Procu~ement Oescriptlcm To p~asl an IB~~~tl0f~Jntonlln~ account) th~~lIIJr~~~

_IB~~~~gn~ pub~8 p~ate traini~gtpoundOUrses far saA Siaff _ CFOA No _9_~_5_5e___

3 1~~l9n~ checK aP2rgl~~~QY to fndrcqjg reason forYfaiver re9Y~______---

A 0 SoBd Bids with County Counsel approved modifled SlEB provlslons ___1___L__ ~

Wmvef Requeii ~ I=====================u____ t-__----i _101gt~r---------------- w 4 - bull _ IiT__ __ middot_-------1bull -- bullbull loW

IB II Award Contract wih COllnty COlJnSel OPPlOV(~ modifiampi SlES provIsions J IlL3 I W4livElf hquaat Delfs I

l ControctorNameCitYIM~IaClesett --~------------- iI Total Contract ValtJe $1499~O~ 5 3 fs i

L 3 fpoundlltroct S~ Date ~LJ~)2 U- COltmct End Dote=--zbJ~_IT1- - ~----- --~ -------- C 0 Contract Amendment --1_~J_ Also complete R 11 B2) and B 3) above WaWQr Req~Date

Dnme expiration Dote __~J1_ bull OMoo6Y Increase Amount $___~__~ ----~----~-- shy4 g Check here to in(iicate thai the FedefQ~ regulation Is ofialChed and speciflcally prohibits

geographical preferencs$ rrown he proc)r~met1 described above

Federal Re~Jutotlon NameNumber H~ltht~ S~~~L2~45ER~_~__~_

5 pound1 Che~~k here to lndicats that the Fedarar grant fundi are sub granted or PQssed through the State to the Couniy where State laws prohibit geogroph1cai preferences from the proctffemenf described obove and sub granf documerlts are aHached

State Regulation NomeNum r---=__

6 ---~~~~~~~gt-r--4-----n7io-y----shy r OClte

EPLS Search Results Page 1 of 1

Excluded Parties List System EPLS

Search Results Excluded By Firm Entity or Vessel International Business Machines Corporation

as of 14-Feb-2012 229 PM EST

Your search returned no results

httpsllwwweplsgoveplssearchdo full_name= Intemational+Business+Machines+Corpo 2142012

Contract No ________

APPENDIX A

IBM Education Pack -online account

Terms and conditions

Alameda County Social Services Agency is entitled to the discounting as described below

IBM Education Pack -online account -general terms and conditions

The ffiM Education Pack -online account is an electronic account you fund with training dollars to be used for ffiM Training offerings The account offers two options for funding which are $100 increments and preset amounts

Precision paymentplan with flexible levels in $JOO increments Value of 5100 increments Your Savings USD 52500 -59900 25-99 0010 USD 510000 -524~00 100 -249 5 USD 525000 -549900 250 -499 10010 USD 550000 -599~00 500 -999 11 USD 5100000 + 1000+ 12

Pre-set amOlmts are available in packages Value Your Price Your Savings USD52500 USD $2500 0010 USD 510000 USD $9500 5 USD525OOO USD22500 10 USDS50000 USD $44500 11 USD 5100000 USD $88000 12

1 The ffiM Education Pack -online account training dollars are valid for 12 months and are nonshyrefundable The ffiM Education Pack -online account can be used by one or more individuals in your organization

2 The ffiM Education Pack online account is valid for 12 months and extensions are prohibited 3 The activation date for the ffiM Education Pack -online account is the date ffiM Training receives the

application and billing information unless an alternate activation date is requested at the time the application is submitted An activation date of up to 60 days from the date of the application may be selected if indicated on the initial order form

4 The ffiM Education Pack -online account can be used for ffiM public courses private on-site courses instructor mentoring and most conferences designated by ffiM Training and offered in the US The ffiM Education Pack -online account may also be used for most ffiM e-Iearning designated by ffiM Training When using the ffiM Education Pack -online account to pay for a private onsite class you may use the training dollar vouchers for the class tuition instructor travel and living equipment and classroom rentals if applicable

5 When using the ffiM Education Pack online account to pay for a conference the funds may be used for conference tuition and some associated education sessions designated by ffiM Training

6 The ffiM Education Pack - online account cannot be used for classes or conferences which occur beyond the expiration date of the account funds The funds must be valid on the first day of the class or

240f33

Contract No _________

conference regardless of the date ofyour enrollment 7 Certain IBM Training courses may be excluded from this program To determine which IBM Training

courses are eligible for the program and which are excluded access our online catalog via the World Wide Web at ibncQmtrainingus to view IBM Training public course descriptions and conference scheduJes or contact 1800-IBM-TEACH (1-800-426-8322)

8 You must enroll in each individual course or conference prior to attending All enrollments in courses or conferences are subject to availability Enrollments and purchases must be guaranteed by an alternate method ofpayment You must check the IBM Education Pack online account box on the enrollment form Ifyou enroll by phone you must indicate you are using IBM Education Pack - online account funds to properly flag your enrollment record

9 To use your IBM Education Pack -online account funds you must debit your account PRIOR to the start ofthe course or conference by creating a voucher and submitting it online Each account voucher must be completed with Alameda County Social Services Agency number Alameda County Social Services Agency name and offering identification You must create a unique voucher for each individual enrollment or offering you purchase

10 The purchase of an IBM Education Pack -online account does not guarantee that a class will be held in a specific location

11 Ifyour enrollment status changes due to any cancellations you must access your IBM Education Pack online account and void applicable vouchers to return unused funds to your account balance The IBM Education Pack online account will not automatically update

12 The IBM Education Pack -online account is password protected IBM Training is not responsible for the misuse ofIBM Education Pack -online accounts

B Once the IBM Education Pack -online account is debited by creating a voucher for the offering your invoice will be credited for the value submitted up to 100010 of the course or conference tuition or other valid offering purchased If the amount of the created voucher from the IBM Education Pack-online account does not cover the entire tuition of the eligible IBM Training offering you will be billed the difference Ifyour IBM Education Pack -online account is not debited a bill for the offering will be sent

14 IBM Education Pack -online account cannot be used to pay for offerings that have already been billed or applied to previously taken courses

15 Once the IBM Education Pack -online account has been debited training dollars cannot be reapplied to the IBM Education Pack -online account

16 IBM Education Pack -online account training dollars cannot be combined with any other discounts offers programs coupons or promotions

17 IBM Education Pack -online account training dollars cannot be used to purchase additional IBM Education Packs -online accounts or other discount offerings

18 The No-Show and Cancellation policies apply and a bill for the full course or conference tuition will be sent if a student fails to attend or to cancel within the required period for a course or conference To use IBM Education Pack -online account training dollars to pay a No-Show or late cancellation bill send an e-mail to edpack(ZVusibmcom for processing instructions

19 IBM Education Pack -online account cannot be used to pay for IBM Training services engagements 20 Prices ofthis program and eligible offerings are subject to change without notice 21 Course and conference schedules are subject to change without notice 22 The IBM Education Pack -online account can only be resold by authorized IBM Business Partners

250f33

Contract No _________

Terms and conditions

IBM agreementor courses and education nuderitds

CUITent as of 01 Jan 2011

The following terms apply to I) enrollment in classes offered by ffiM and 2) orders for ffiMs education materials These tenus along with any applicable license agreement are the complete agreement between us regarding the courses or education materials we provide and replace any prior oral or written communications between us Attendance at a class or your use of any education materials constitutes your agreement to these tenus and conditions Occasionally we have offerings with additional or different terms and conditions If so we will provide those terms and conditions to you For example conference tenus and conditions are outlined in the conference registration section of the conference website or in the conference brochure for the event

Coulses and education mateais

We list our generally available courses and education materials in various IDM Catalogs ofEducation (Catalog) which we publish from time to time We may add or withdraw courses and education materials at any time without notice

Scheduling dasses

We will specify the dates of public classes Private or on-site classes will be scheduled by mutual agreement We may cancel any scheduled class on notice If we cancel a class for which you have prepaid we will refund the price you paid

Accommodations for students with disabilities

IDM locations are accessible for students with disabilities If reasonable accommodations are required for an individual with a disability please advise IDM of the accommodations in advance

Pces and payment

Prices for public classes will be those in effect on the date the class begins Prices include the use of required education materials and machines They do not include taxes or student travel and living expenses IDM reserves the right to increase prices at any time without prior notification Prices for private or on-site classes will be established based on your requirements Additional charges may apply such as instructor travel and living expenses facilities and remote lab support You agree to pay amounts due including applicable taxes and any late payment fees as we specify in the invoice Conference cancellation charges will be specified on the conference website or in the conference brochure for the event

Cancellation charges

Effective January 1 2011

You will be charged the full price of a public class ifyou do not cancel or reschedule your enrollment at least fourteen calendar days prior to the scheduled start date or ifyou do not show up for the class

260f33

Contract No _________

However you may cancel your class enrollment at any time within the three days following your initial or any rescheduled enrollment date without charge

Ifyou cancel a private or on-site class within seven calendar days prior to the scheduled start date you will be billed the full price ofthe class ifyou cancel between eight and fifteen calendar days prior to the scheduled start date you will be billed 25 of the full price and ifyou cancel between sixteen and twentyshyone calendar days prior to the scheduled start date you will be billed lOO of the full price Cancellation of a private or on-site class more than twenty-one calendar days prior to the scheduled start date may be made without charge

Conference cancellation charges will be specified on the conference Web site or in the conference brochure for the event

Self-Paced Virtual Oasses and Web-Based Training Classes

You may not cancel once you submit an order for a Self-Paced Virtual Class or a Web-Based Training Class Once you submit the order you are responsible to pay the entire course price

Online Enrollment Before you submit your order review the machine requirements listed in the course description to ensure that your system meets the minimum requirements for this course After you submit the on-line order form you should receive a confirmation e-mail with communication about your ID and password and additional instructions to start the course You are billed for the course when you submit the order form

Once you receive your ID and Password you will be given a period of time to complete the course Please refer to the course description for specifics regarding your registered course ONCE YOU SUBMIT YOUR ORDER WE WILL NOT BE ABLE TO CANCEL THE ORDER

Patents and copyrights

Ifa third party claims that the education materials we provide to you infringe that partys patent or copyright we will defend you against that claim at our expense and pay all costs damages and attorneys fees that a court finally awards provided that you

1 promptly notify us in writing of the claim and 2 allow us to controL and cooperate with us in the defense and any related settlement negotiations

Ifsuch a claim is made or appears likely to be made you agree to permit us to enable you to continue to use the education materials or to modify or replace them Ifwe determine that none of these alternatives is reasonably available you agree to return the education materials to us on our written request We will then give you an appropriate credit for the returned materials

This is our entire ob1igation to you regarding any claim of infringement

We have no obligation regarding any claim based on your modification of education materials

27of33

Contract No ________

limitation of liability

Circumstances may arise where because of a default on our part or other liability you are entitled to recover damages from us In each such instance except for the payments referred to in our patent and copyright terms described above and damages for bodily injury (including death) and damage to real property and tangible personal property for which mM is legally Hable we are liable only for the charges for the class or education material that is the subject of the claim

This limit also applies to any ofour subcontractors It is the maximum for which we are collectively responsible

Items for which we are not liable Under no circumstances are we or our subcontractors liable for any of the following

] third-party claims against you for losses or damages (except as described above in the section entitled Patents and Copyrights and damages for bodily injury (including death) and damage to real property and tangible personal property for which mM is legally liable)

2 loss of or damage to your records or data or 3 special incidental or indirect damages or for any economic consequential damages (including lost

profits or savings) even ifwe are informed oftheir possibility

license

Any machine readable education materials that we provide to you will be subject to the terms and conditions ofa license agreement We will inform you of the applicable agreement

Warranty

THERE ARE NO EXPRESS WARRANTIES EXCEPT THOSE CONTAINED HEREIN OR IN ANY APPUCABLE UCENSE AGREEMENT THERE ARE NO IMPUED WARRANTIES INCLUDING BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE WE MAKE NO WARRANTY AS TO RESULTS TO BE ATTAINED BY ATTENDING OUR CLASSES OR USING OUR EDUCATION MATERIALS

Changes to this agreement

We may modifY these terms and conditions on written notice The modified terms and conditions will apply to your enrollment or order unless you cancel such enrollment or order prior to the effective date Otherwise for a change to be valid both of us must sign it Additional or different terms and conditions in any order or communication from you are void

General

bull You agree not to copy our copyrighted material without our prior written consent bull You agree not to use recording equipment in our classes without our prior written consent bull You agree not to use our trademarks trade names or other designations in any promotion or publication without our prior written consent bull You agree not to assign or otherwise transfer your rights under this Agreement without our prior

28of33

Contract No ________

written consent Any attempt to do so is void bull Neither of us is responsible for failure to fulfill any obligations due to causes beyond its control bull Neither ofus will bring a legal action (under this Agreement) more than two years after the cause of action arose bull Any terms of this Agreement which by their nature extend beyond its termination remain in effect until fulfilled and apply to respective successors and assignees

290f33

Contract No ________

EXHIBITB PAYMENT TERMS

1 The tenn ofthis Agreement is March 1 2012 through March 31 2013

2 Total payment under the tenns of this Agreement will not exceed the total amount of $14994000 This cost includes all taxes and all other charges

3 Invoices to County are due upon receipt of invoice and payable within thirty (30) days from receipt of invoice

The contractor will set up an mM Education Pack - online account for Alameda County Social Services Agency A total value offering of $1 7640000 to be placed immediately in the mM Education Pack - online account for a price of $14994000

4 Invoices will be approved by the Alameda County Social Services Agency Contract Liaison

5 Contractor shall submit invoice as required to

Alameda county Social Services Agency 2000 San Pablo Ave 4th floor

Oakland CA 94612 Attn Jerome Graham

300f33

C

EXHIBITC COUNTY OF ALAMEDA MINIMUM INSURANCE REQUIREMENTS

Wi1hout limiting MY other obligation or liabilily under this Agreement he Contractor at its sole rost and expense shall secure and keep in force he entire term of he as be he insuranre limits and endorsements

Commercial General Uability Premises Liability Products and Completed Operations Contractual

Personal and liabi B Commercial or Business Automobile Liability

All owned vehicles hired or leased vehicles non-owned borrowed and permissive uses Personal Automobile Liability is acceptable for individual contractors with no related activities Workers Compensation (WC) and Employers Uability (EL)

for all contractors with eml)Jovees

o Endorsements and Conditions

$1000000 per occurrence (CSl) Bodily Injury and Property Damage

$1000000 per occurrence (CSL) My Auto Bodily Injury and Property Damage

or disease

1 ADDmONAL INSURED All insurance required above with the exception of Personal Automobile LiabilityI Workers Compensation and Employers Liability shall be endorsed to name as additional insured County of Alameda its Board of SUpervisors the individual members thereof and all County officers agents employees and representatives

2 DURATION OF COVERAGE All required insurance shall be maintained during the entire term of the Agreement with the following exception Insurance policies and coverage(s) written on aclaims-made basis shall be maintained during the entire term of the Agreement and until 1year following expiration of the Agreemen~ as long as such coverage remains commercially available in the market place

3 REDUCTION OR UMIT OF OBLIGATION The insurance policies provided for in Aand Babove shall be primary and non contributory only with respect to liability arising out of this Agreement Pursuant to the provisions of this Agreement insurance effected or procured by the Contractor shall not reduce or limit Contractors contractual obligation to indemnify and defend the Indemnified Parties

4 INSURER ANANCIAL RAnNG Insurance shall be maintained through an insurer with aAM Best Rating of no less than AshyVlI or equivalen~ and shall be admitted to the State of California unless otherwise waived by Risk Management Acceptance of Contractors insurance by County shall not relieve or decrease the liability of Contractor hereunder My deductible or selfshyinsured retention amount or other similar obligation under the policies shall be the sole responsibility of the Contractor

S SUBCONTRACTORS Contractor shall include all subcontractors as an insured (covered party) under its policies or shall furnish separate certificates and endorsements for each subcontractor All coverages for subcontractors shall be subject to all of the requirements stated herein

6 JOINT VENTURES If Contractor is an association partnership or other joint business venture required insurance shall be provided by anyone of the following methods

- Separate insurance policies issued for each individual entity with each entity included as aNamed Insured (covered party) or at minimum named as an Additional Insured on the others policies Joint insurance program with the association partnership or other joint business venture included as a Named Insured

7 CANCELLATION OF INSURANCE Should any of the above described policies be cancelled before the expiration date thereof notice will be delivered in accordance with the policy provisions

8 CERTIACATE OF INSURANCE Before commencing operations under this Agreemen~ Contractor shall provide Certificate(s) of Insurance and applicable insurance endorsements in form and satisfactory to County evidencing that all required insurance coverage is in effect The County reserves the rights to require the Contractor to provide complete certified copies of all required insurance policies The require certificate(s) and endorsements must be sent to

- DepartmentAgency issuing the contract With acopy to the Contracts Office (2000 San Pablo Ave 4th floor Oakland CA 94612)

Certificate C-1 Form 2001-1

31of33

________________________________ _

Contract No ________

EXHIBITD

COUNTY OF ALAMEDA DEBARMENT AND SUSPENSION CERTIFICATION

(Applicable to all agreements funded in part or whole with federal funds and contracts over $25000)

The contractor under penalty of perjury certifies that except as noted below contractor its principals and any named and unnamed subcontractor

bull Is not currently under suspension debarment voluntary exclusion or

determination of ineligibility by any federal agency

bull Has not been suspended debarred voluntarily excluded or determined

ineligible by any federal agency within the past three years

bull Does not have a proposed debarment pending and

bull Has not been indicted convicted or had a civil judgment rendered against it by

a court of competent jurisdiction in any matter involving fraud or official

misconduct within the past three years

If there are any exceptions to this certification insert the exceptions in the following space

Exceptions will not necessarily result in denial of award but will be considered in determining contractor responsibility For any exception noted above indicate belOw to whom it applies initiating agency and dates of action

Notes Providing false information may result in criminal prosecution or administrative sanctions The above certification is part of the Standard Services Agreement Signing this Standard Services Agreement on the signature portion thereof shall also constitute signature of this Certification

CONTRACTOR __~~__L-

PRINCIPAL~~---ll-I-L-_o_--GlI_V__f___ TITLE~~)(UltJ~ltCJJ St(

SIGNATURE~-+-----=----____ DATEcl ~ (jJ~

32of33

Contract No _______

EXHmITE

COUNTY OF ALAMEDA CONTRACT COMPLIANCE REPORTING REQUIREMENTS

Upon receipt of signed contract documents prime contractor shall immediately enterassign subcontractors in the Syste~ confum payments received from the County within 5 business days in the Syste~ immediately enter payments made to subcontractors and ensure that subcontractors confirm they received payments within 5 business days in the System Subcontractors shall confirm their payments received from the prime contractor within 5 business days in the System

Alameda County Contract Compliance System training and ongoing support are provided at no charge to contractors and participating sub-contractors awarded a contract as a result of this bid process for this project Contractors having contracts with the County should schedule a representative from their officecompany along with each of their subcontractors to attend training The training schedule may be viewed online at httpwwwelationsyscomelatiollsysisupport lhtm or call Elation Systems at (510) 764shy1870 A special access code will be provided to contractors and subcontractors participating in this contract awarded to allow use of the System free of charge

It is the Contractors responsibility to ensure that they and their subcontractors are registered and trained as required to utilize the Alameda County Contract Compliance System Training sessions are approximately one hour and will be held periodically in a number of locations throughout Alameda COWlty

330f33

DATE MDDIYYYYCERTIFICATE OF LIABILITY INSURANCE 211012012

THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMA11ON ONLY AND CONFERS NO RIGHTS UPON TtE CERTFICATE HOLDER THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND EXTEND OR AtTER THE COVERAGE AFFORDED BY THE POUCIES BELOW THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BElWEEN THE ISSUING INSURER(S) AUTHORIZED REPRESENTATIVE OR PRODUCER AND TtE CERTIFICATE HOLDER

IMPORTANT If the certificate holder is an ADDmONAL INSURED the policy(ies) must be endorsed If SUBROGATION IS WAIVED subject to the terms and conditions ofthe policy certain policies may require an endorsement A statement on this certificate does not confer rights to the certificate holder in lieu of such enciorseme s

PROOUCER

Aon Risk Services Northeast Inc 199 Water Street New York NY 10038 Phone 8662667475 Fax 8664677847 AFFORDING COVERAGE HAIC INSURED COMPANY A ACE American Insurance Company

lnIemationaI Business -4achines Corp amp My Other Subsidiary Corp Owned 01 ConIrDlled by the Insured 1 New Orohan Road Armonk NY 10504 United Slates

INSUR

COVERAGES CERllFICATE NUMBER154795 REVISION NUMBER THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED NOTWITHSTANDING ANY REQUIREMENT TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO VllHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS EXCLUSIONS AND CONDITIONS OF SUCH POLICIES LlMrTS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS

INSR (fiUCf EFF POUCfEXPLTR TYPE OF INSURANCE POLICY NUMBER til UMITS

A GENERAL UABIUTY HDOG25529236 5212011 1512112012 EACH OCCURRENCE $1OQMQQ--shy~~ X COMMERCIAl GENERAl LIABILITY PREMISE$Ea ~~ncel 11000 000 = CLAIUS-MAOE [KJ OCCUR UED EXP (Anyone person) S2500000

- I PERSONAl amp ArN INJURY $1000000-

-- ~GENERAL AGGREGotTE $1000000

~L AGGREr9L1MIT ArPER i PROOUCTS-COMP~AGG $1000000

POLICY ~ LOG I i A AUlOIIOBILE UABlUlY ISAH08635948 51212011 51212012 COMBINED SINGLE LIMIT

51000000---shy (Eaarridentll2t ANY AUTO BOOIL Y INJURY (Per personl ALL OWNEO AUTOS f-shy

- ~LY INJURY (Peracddenl) SCHEDULED AUTOS PROPERTY DAMAGE-

- HIREOAUTOS i(Per_) r-middotmiddotmiddotmiddotmiddot

--shy ~AUTOS

I I UlIBRElILA UAB

I

Irl OCCUR i EACH OCCURRENCE

~

EXCESSUAS ~~ CLAIMS-MAOE AGGREGATE

- DEDUCTIBlE

IRETEImON $ WORIltERS COIIPENSA11ON i I~~Ullis I IdegJrANDEMPLOYERSUABUTY YIN shy

ANY PROPRIETORiPARTNERIEXECUTlVE D NIA

I

EL EACH ACCIDENT OFFlCERMEIBIR EXaUOED

I EL DISEASE - EA EMPLOYEE m(MIndaIoIy In NHI

~~~~~TIONSbel i EL OISEASEmiddot POLICY LIMIT

i i I I DESCRIP110N OF OPERATION$ LOCATION$I YEHlCLES Aflach ACORD 101 AcldiUoMlRemrb $chedm is ngtqulroocl)

Please see page 2 for any additional language

CERllFICATE HOLDER CANCELLAllON

Alameda County Department of Social Services 2000 San Pablo Ave Oakland CA 94612 United States

SHOULD ANY OF 1ME ABOVE DESCRIBED POLICIES BE CANCE1lED BEFORE lHE EXPlRA110N DATE lHEREOF NOnce WILL BE DElNERED IN ACCORDANCe WFTH lHE POLICY PROVISIONS

I

AUTHORIZED REPRESENTAlIYE

AuIhcfized ReJgtresenlatve ~_yen~ ~~~~~bullw __ J_ PIaI Risk SenIkes NonheasI Inc

ISgt 1988-2009 ACORD CORPORATION AI righIs reserved

ACORD 25 (2009101 The ACORD name and logo are registered marks ofACORD Page 1 of2

ADDITIONAL REMARKS SCHEDULE AGENCY

Aon Risk Services Northeast Inc 199 Water Street New York NY 10038 Phone 8662667475 Fax 8664677847

NAIlED INSURED IntemaUonal Business Machines CoIp amp Ally Other SubsidiaIy CoIp Owned Of Contro8ed by lIle Insured 1 New Ordlard Road Armonk NY 10504 United Slates

EFFECTIVE DATE

ADDITIONAL REMARKS

THIS ADDITIONAL REMARKS FORM IS A SCHEDULE TO ACORD FORM

FORM NUMBER 25 FORM TITLE CERTIFICATE OF LIABILITY INSURANCE

[Alameda County Department of SOcial Services County of Alameda its Board of SUpervisors the individual members hereof and all County officers agents employees and representatives are hereby named as additional insureds on

General Liability policies but only to the extent that their interest may appear

Additional Language The insurance coverage provided for herein shall be primary and non contributory only wi1h respect to liabHity arising out of this Agreement with respect to liabHity arising out of IBMs negligence and as respects this contract only

Project IBM Education Pack Services

If there is a question regarding this certificate please contact Edward DiNardo (Email dinardoeusibmcom Phone 916-567-2922)

~ operations incidental to the conduct of insureds business in the United States of America

ACORD 101 (2008101) 2008 ACORD CORPORA nON All rights reserved The ACORD name and logo are registered marks of ACORD

Page 20f2

tC~RiJ CERTIFICATE OF LIABILITY INSURANCE I DlTE 1I1IfDOIYYYY)

21102012

THIS CERnFICATE IS ISSUED AS A MATTER OF INFORMA nON ONLY AND CONFERS NO RIGHTS UPON TIE CERTIFICATE HOLDER THIS CERnFICATE DOES NOT AFFlRMAnvaY OR NEGAnVELY AMEND EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POUCIES BELOW THIS CERnFICATE OF INSURANCE DOES NOT CONSTITUlE A CONTRACT BETWEEN THE ISSUING INSURER(S) AUTHORIZED REPRESENTAnVE OR PRODUCER AND TIE CERTIFICATE HOLDER

IMPORTANT Iftlle certifieate holder is an ADDITIONAL INSURED the policy(ies) must be endorsed If SUBROGAnON IS WAIVED subject to the terms and conditions of the policy certain policies may require an endorsement A statement on this certifICate does not confer rights to the certificate holder in lieu of such endorsement(s)

PRODUCER =~NT Aon Risk Services Northeast Inc 1pound Ir~No)199 Water Street New York NY 10038 Phone 8662667475 Fax 8664677847 INSURER(S) AFFORDING COIlERAGE HAIC

INSURED COMPNff A liberty Insurance Corporal

International Business Madlines CoqJ COMNoIY B liberty MulJaIII1SUrIIIIlt8 CcrIyengtany 1 New Ord1ard Road COMNoIY Co National Union Fino ance Company d 1IIIsbtJrgh PA Amlonk NY 10504 United Stales

COVERAGES CERT1FICATE NUMBER154796 REVISION NUMBER- THIS IS TO CERTIFY THAT THE POlICIES OF INSURANCE LISTED BEleW HAVE BEEN ISSueD TO THE INSUREO NAMED ABOVE FOR THE POlICY PERIOD INDICATED NOTWITHSTANDING ANY REQUIREMENT TERM OR CONDITION OF ANY COOTRACT OR OTHER DOCUMENT 1MTH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN THE INSURANCE AFFORDEO BY THE POLICIES DESCRIBEO HEREIN IS SUBJECT TO ALL THE TERMS EXCLUSIONS AND CONDITIONS OF SUCH POliCIES LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID ClAIMS

11tf TYPE OF INSURANCE IIHSR IWVD POLICY NIMIIER ~1fgtUCYEXP UIlITS

GENERAl UAaUlY I EACH OCCURRENCE

COMMERCIAL GENERAl LiABlLI1Y ~~~e~~nce) CLAIMS-MADE D OCCUR MED EXP (Anyone fgten)

PERSONAl amp AlN INJURY

GENERAl AGGREGATE

ESPER ~CT5 - calpop AGG

nLOC AIlOIIOIlILE UAaUlY COMBINED SINGLE LIMIT - (Ea 8Cdde1t)

ANY AUTO BOOI L Y INJURY (Per fgte11lOt)-shy

ALL OWNED AUTOS BODILY INJURY (Per accident)-

- SCHEDULED AUTOS PROPERTY DAMAGE

HIRED AUTOS (Per accident) -

NON-OWNED AUTOS - ~

UIIBRELlA UAB HOCCUR

EACH OCCURRENCE-EXCESSUAB CLAIMS-MADE AGGREGATE

---- DEDUCTIBLE

A WORKERS COIIPENSAllON WA7-6I)()0415ef4Z AOSPRNYlshy 11112012 1III2OIa X I T~~JWs I IO~A AND EMPLOYERS UAaUlY WA7-62D-laquol41SHi12 IYil 11112012 11112013 A YIM WC1~I-ltIOU5amp-I52 (OR WI) 11112012 11112013 $100000A ANY PROIRIETORIPARTNERlEXECUTIVE ~

MIA ~1_ExaNOHl 11112012 11112013 EL EACH ACCIDENT OFACERIMEI4BER EXClUDEDI (Mandatory In NKI

BH2HIC14158-1M2(V1) 11112012 11112013 EL DISEASE- EA EMPLOYEE $1ooampQQc 83-118922 a-) 11112012 IttrlO13

bull ~~~OPERATIONSIlet_ EL DISEASE POliCY LIMIT $100000

bull

DESCRIPllON OF OPERATIONS I LOCAnONS I VEHICLES (Attech ACORD 101 MdIlloMI Renlarlc8lchedule r mono fMICI Is required)

bullbull Includes EL coverage for monopolistic states NO PR WA WY

Please see page 2 for any additional language

CERT1FICATE HOLDER CANCELLATlON

Alameda County Department of Social Services 2000 San Pablo Ave Oakland CA 94612 United States

SHOULD Atlaquo OF THE ABOVE DESCRI8ED POUCIES BE CANCELLED BEFORE THE EXPIRATION DATE 1lIEREOF NOTICE WILL BE DELIVERED IN ACCORDANCE WrrH THE POLICY PROVISIONS

I

AUTHOIIZED REPRESEHTA1IYE

IIiutJori2od ~ smiddot~ _~4-~(~--w ___ --~~ -~kin Risk SeNices Nor1heast Inc

copy 1881-2009 ACORD CORPORA TlON An nghts reserved ACORD 26 (2009109) The ACORD name and logo are registered marks ofACORD

Page 1 of 2

ADDITIONAL REMARKS SCHEDULE AGENCY

ADo Risk Services Northeast Inc 199 Water Street New York NY 10038 Phone 8662667475 Fax 8664677847

NAIlED INSURED International Business Machines Corp 1 New Onhani Road Armonk NY 10504 United states

EFFECTIVE MTE

ADDmONAL REMARKS

THIS ADDITIONAL REMARKS FORM IS A SCHEDULE TO ACORD FORM

FORM NUMBER 25 FORM 11TLE CERTIFICATE OF LIABILITY INSURANCE

Project IBM Education Pack Services

Ifthere is a question regarding this certificate please contact Edward DiNardo (Email dinardoeusibmcom Phone 916-567-2922)

All operations incidental to the conduct of insureds business in the United States of America

ACORD 101 (2008101) C 2008 ACORD CORPORATION All rights reserved The ACORD name and logo are registered mal1ls of ACORD

Page 20f2

AKl K NAKAO Director

G~-r)ipDecember 5 2011

DEC 08 lOl1 TO Caroline Judy Assistant Direltltor GSA

RECE~vED FROM Tudor S Mosu Procurement Specialist n

SUBJECf Finding ofNon-Competition bull Sote Source 2084 Purchase from International Business Machines Corp Sacramento CA

This is to document my finding that competitive bidding is not possible for the purchase ofall IBM Education Pack in tho amount oUI 4994000 for the Social Services Agency (SSA) Infonnation Systems Department and therefore the Departmental Justification to Request a Waiver ofCounty Competitive Bidding Requirement copy attached is approved

In accordance with the County Administrative Code Section 412010 entitled UPurchases to be by Competitive Quotation all purchases of and contracts for materials supplies services fwnishings equipment livestock and other personal property shall be based wherever possible on competitive quotations

I have reviewed and researched the product and marketplace Based on my research ofthe departmental justifi~tion and internet I have detennined the requested product and supplier cannot be substituted and satisfy the Countys requirements International Business Machines Corp (IBM) is the only vendor capable to provide an online account to be used for IBM private courses at SSA on WM business intelligence data warehouse reporting classes IBM will add the SSA content customized to the training environment using Cognos Framework Manager and will provide a suite oftraining public and private courses technical conferences and selfmiddotpaced virtual classes This sole source request was posted on the County website for ten (10) business days and no other proposal was received Therefore competitive quotations are not possible and the request is recommended for your approval

The Social Services Agency is to obtain Board approval for services that exceed $25000 requesting authorization from the President of the Board to sign the contract or approve the purchase The Auditor-Controller issues Board signed contracts and Board approved purchase orders and purchase order changes withwithout signed contracts

te IIktt II Peill-o ValenciaDeputy Direct6rlDate

GSA Office ofAcquisition Policy

SLEB Compliant ______

Date~~~~_________ Director GSA

Attachment(s)

1401 LAKISIDE DRIVU SUITL 907 OAKLND CALIFORNIA 94612 PHmr 5102989600 [AX 5[02089626 wwwlt5(itnc~ovorg

GSA Sole Source Procurements - Alameda County Page lof2o Ala~~da co~ntys Offl~lal ~ebslte Skip County Banner 0 SHARE rJf l

~ go WoOFg i QUick links Citizens Business Seerch aegov IGO I Government Emergencies

GSA Home

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AwardedClosed Contracts

Current Contracting Opportunltles

Arch 8 Engineering Construction

Sole Source Procurements

Goods 8 Services The contracts described below have been determined to comply with the County Sole Source Policy in ~flesrlonal Services that only a single source is available andor valid sole source exceptions to the competitive process

I-===----f exisl Upcoming ContractIng Opportunities

Arch amp Englnoaring Construction Goods amp Services ProfessIonal ServlceQ

Sole Source Procurements

Highland Project Contracts

AwardedClosedContracts CUlTent Contracting Opportunltles Upcoml Contracting

Contacts Teams

Vendor Info Vendor Guide Vendor Application (Online) Vendor Application

Public Works (PWA) Contracting Opportunities

CDA Construction Contracting Opportunities

StopWasteOrg

Advance NotIce of SoJe Source purchases are posted on-line for a minimum of five (Ii) business days prior to a contract being awarded For any additlonallnformatlon regarding contracts posted on thIs website please contact the appropriate parson listed below Thank you for your interest

Source Contract DescrIption

f1Ef1l Online Training Courses

f1I3JI Repair and Test fIre fighting ProtectiVe Clothing

Electro Shock Guns Cartridges BaHerlee amp Accessories

Estimate Award Date

120212011

11302011

111172011

Contact Person

Tudor S Mosu (510) 208-9614

Tudor S Mosu (510) 208-9614

Tudor S Mosu (510) 208-9614

mhtmIfilelICUserstmosuAppDataLocalMicrosoftWindowsTemporary Internet FilesContentOutlook1OYF6YPOGSA S 1210612011

Alameda County Auclttor-Controller Agencv Office of Contract Compliance OCC

FEDERAL GRANT FUNDS SMALL LOCAL EMERGING BUSINESS (SUI) WAIVER REQUEST

REQUIREDTOSOUCIT BlOSPROPOSALSAND AWARt)AMENO CONTRACTS THAT INCUJDe FtoERAl GRANT FUNDS THAT fROHI51l GIOORAPHICAl PREFERENCE)

mSfCDOfltcompr middot6 bbw and submit fhts form wlfh supporifng doclfrnentaion pecificolty stoHng that geographle preferences om bonnad fer the requetfed procurement to Tcmtnee TRlong Auditor Controller ace a QC 20111 or vIa email tot1Wlmf1lmn9_~99Uponapprovala fampdeKal Fundt WaNer number wm be I$SitEtd This numbM Is a mandatOf) field rGqooed tQ enter Q Procurement CollirUct In ALCOUMt ace wlJi mft-m upprovaill and denkds to tile Requesfing Depmtmem listed belew It IIIIftoI WQJvCW Is to $Cliett bids resubmlt c IOPY of the originally signed form Q nsed to tIWOrdlarYileM eo~ttI~ rlllquired addltlOlQllnfOOYlofl~l (3JiC bllliowl

1 Requasiing Department Ncme~_~~~9______ _~__________

A Contact First and Lost Nome~a~y Chen ___ _____ QiC 20203 __

8 Email Address~~~aOQCVmiddotorg ___ Phone Number ~~~~~ ____ 2 Procu~ement Oescriptlcm To p~asl an IB~~~tl0f~Jntonlln~ account) th~~lIIJr~~~

_IB~~~~gn~ pub~8 p~ate traini~gtpoundOUrses far saA Siaff _ CFOA No _9_~_5_5e___

3 1~~l9n~ checK aP2rgl~~~QY to fndrcqjg reason forYfaiver re9Y~______---

A 0 SoBd Bids with County Counsel approved modifled SlEB provlslons ___1___L__ ~

Wmvef Requeii ~ I=====================u____ t-__----i _101gt~r---------------- w 4 - bull _ IiT__ __ middot_-------1bull -- bullbull loW

IB II Award Contract wih COllnty COlJnSel OPPlOV(~ modifiampi SlES provIsions J IlL3 I W4livElf hquaat Delfs I

l ControctorNameCitYIM~IaClesett --~------------- iI Total Contract ValtJe $1499~O~ 5 3 fs i

L 3 fpoundlltroct S~ Date ~LJ~)2 U- COltmct End Dote=--zbJ~_IT1- - ~----- --~ -------- C 0 Contract Amendment --1_~J_ Also complete R 11 B2) and B 3) above WaWQr Req~Date

Dnme expiration Dote __~J1_ bull OMoo6Y Increase Amount $___~__~ ----~----~-- shy4 g Check here to in(iicate thai the FedefQ~ regulation Is ofialChed and speciflcally prohibits

geographical preferencs$ rrown he proc)r~met1 described above

Federal Re~Jutotlon NameNumber H~ltht~ S~~~L2~45ER~_~__~_

5 pound1 Che~~k here to lndicats that the Fedarar grant fundi are sub granted or PQssed through the State to the Couniy where State laws prohibit geogroph1cai preferences from the proctffemenf described obove and sub granf documerlts are aHached

State Regulation NomeNum r---=__

6 ---~~~~~~~gt-r--4-----n7io-y----shy r OClte

EPLS Search Results Page 1 of 1

Excluded Parties List System EPLS

Search Results Excluded By Firm Entity or Vessel International Business Machines Corporation

as of 14-Feb-2012 229 PM EST

Your search returned no results

httpsllwwweplsgoveplssearchdo full_name= Intemational+Business+Machines+Corpo 2142012

Contract No _________

conference regardless of the date ofyour enrollment 7 Certain IBM Training courses may be excluded from this program To determine which IBM Training

courses are eligible for the program and which are excluded access our online catalog via the World Wide Web at ibncQmtrainingus to view IBM Training public course descriptions and conference scheduJes or contact 1800-IBM-TEACH (1-800-426-8322)

8 You must enroll in each individual course or conference prior to attending All enrollments in courses or conferences are subject to availability Enrollments and purchases must be guaranteed by an alternate method ofpayment You must check the IBM Education Pack online account box on the enrollment form Ifyou enroll by phone you must indicate you are using IBM Education Pack - online account funds to properly flag your enrollment record

9 To use your IBM Education Pack -online account funds you must debit your account PRIOR to the start ofthe course or conference by creating a voucher and submitting it online Each account voucher must be completed with Alameda County Social Services Agency number Alameda County Social Services Agency name and offering identification You must create a unique voucher for each individual enrollment or offering you purchase

10 The purchase of an IBM Education Pack -online account does not guarantee that a class will be held in a specific location

11 Ifyour enrollment status changes due to any cancellations you must access your IBM Education Pack online account and void applicable vouchers to return unused funds to your account balance The IBM Education Pack online account will not automatically update

12 The IBM Education Pack -online account is password protected IBM Training is not responsible for the misuse ofIBM Education Pack -online accounts

B Once the IBM Education Pack -online account is debited by creating a voucher for the offering your invoice will be credited for the value submitted up to 100010 of the course or conference tuition or other valid offering purchased If the amount of the created voucher from the IBM Education Pack-online account does not cover the entire tuition of the eligible IBM Training offering you will be billed the difference Ifyour IBM Education Pack -online account is not debited a bill for the offering will be sent

14 IBM Education Pack -online account cannot be used to pay for offerings that have already been billed or applied to previously taken courses

15 Once the IBM Education Pack -online account has been debited training dollars cannot be reapplied to the IBM Education Pack -online account

16 IBM Education Pack -online account training dollars cannot be combined with any other discounts offers programs coupons or promotions

17 IBM Education Pack -online account training dollars cannot be used to purchase additional IBM Education Packs -online accounts or other discount offerings

18 The No-Show and Cancellation policies apply and a bill for the full course or conference tuition will be sent if a student fails to attend or to cancel within the required period for a course or conference To use IBM Education Pack -online account training dollars to pay a No-Show or late cancellation bill send an e-mail to edpack(ZVusibmcom for processing instructions

19 IBM Education Pack -online account cannot be used to pay for IBM Training services engagements 20 Prices ofthis program and eligible offerings are subject to change without notice 21 Course and conference schedules are subject to change without notice 22 The IBM Education Pack -online account can only be resold by authorized IBM Business Partners

250f33

Contract No _________

Terms and conditions

IBM agreementor courses and education nuderitds

CUITent as of 01 Jan 2011

The following terms apply to I) enrollment in classes offered by ffiM and 2) orders for ffiMs education materials These tenus along with any applicable license agreement are the complete agreement between us regarding the courses or education materials we provide and replace any prior oral or written communications between us Attendance at a class or your use of any education materials constitutes your agreement to these tenus and conditions Occasionally we have offerings with additional or different terms and conditions If so we will provide those terms and conditions to you For example conference tenus and conditions are outlined in the conference registration section of the conference website or in the conference brochure for the event

Coulses and education mateais

We list our generally available courses and education materials in various IDM Catalogs ofEducation (Catalog) which we publish from time to time We may add or withdraw courses and education materials at any time without notice

Scheduling dasses

We will specify the dates of public classes Private or on-site classes will be scheduled by mutual agreement We may cancel any scheduled class on notice If we cancel a class for which you have prepaid we will refund the price you paid

Accommodations for students with disabilities

IDM locations are accessible for students with disabilities If reasonable accommodations are required for an individual with a disability please advise IDM of the accommodations in advance

Pces and payment

Prices for public classes will be those in effect on the date the class begins Prices include the use of required education materials and machines They do not include taxes or student travel and living expenses IDM reserves the right to increase prices at any time without prior notification Prices for private or on-site classes will be established based on your requirements Additional charges may apply such as instructor travel and living expenses facilities and remote lab support You agree to pay amounts due including applicable taxes and any late payment fees as we specify in the invoice Conference cancellation charges will be specified on the conference website or in the conference brochure for the event

Cancellation charges

Effective January 1 2011

You will be charged the full price of a public class ifyou do not cancel or reschedule your enrollment at least fourteen calendar days prior to the scheduled start date or ifyou do not show up for the class

260f33

Contract No _________

However you may cancel your class enrollment at any time within the three days following your initial or any rescheduled enrollment date without charge

Ifyou cancel a private or on-site class within seven calendar days prior to the scheduled start date you will be billed the full price ofthe class ifyou cancel between eight and fifteen calendar days prior to the scheduled start date you will be billed 25 of the full price and ifyou cancel between sixteen and twentyshyone calendar days prior to the scheduled start date you will be billed lOO of the full price Cancellation of a private or on-site class more than twenty-one calendar days prior to the scheduled start date may be made without charge

Conference cancellation charges will be specified on the conference Web site or in the conference brochure for the event

Self-Paced Virtual Oasses and Web-Based Training Classes

You may not cancel once you submit an order for a Self-Paced Virtual Class or a Web-Based Training Class Once you submit the order you are responsible to pay the entire course price

Online Enrollment Before you submit your order review the machine requirements listed in the course description to ensure that your system meets the minimum requirements for this course After you submit the on-line order form you should receive a confirmation e-mail with communication about your ID and password and additional instructions to start the course You are billed for the course when you submit the order form

Once you receive your ID and Password you will be given a period of time to complete the course Please refer to the course description for specifics regarding your registered course ONCE YOU SUBMIT YOUR ORDER WE WILL NOT BE ABLE TO CANCEL THE ORDER

Patents and copyrights

Ifa third party claims that the education materials we provide to you infringe that partys patent or copyright we will defend you against that claim at our expense and pay all costs damages and attorneys fees that a court finally awards provided that you

1 promptly notify us in writing of the claim and 2 allow us to controL and cooperate with us in the defense and any related settlement negotiations

Ifsuch a claim is made or appears likely to be made you agree to permit us to enable you to continue to use the education materials or to modify or replace them Ifwe determine that none of these alternatives is reasonably available you agree to return the education materials to us on our written request We will then give you an appropriate credit for the returned materials

This is our entire ob1igation to you regarding any claim of infringement

We have no obligation regarding any claim based on your modification of education materials

27of33

Contract No ________

limitation of liability

Circumstances may arise where because of a default on our part or other liability you are entitled to recover damages from us In each such instance except for the payments referred to in our patent and copyright terms described above and damages for bodily injury (including death) and damage to real property and tangible personal property for which mM is legally Hable we are liable only for the charges for the class or education material that is the subject of the claim

This limit also applies to any ofour subcontractors It is the maximum for which we are collectively responsible

Items for which we are not liable Under no circumstances are we or our subcontractors liable for any of the following

] third-party claims against you for losses or damages (except as described above in the section entitled Patents and Copyrights and damages for bodily injury (including death) and damage to real property and tangible personal property for which mM is legally liable)

2 loss of or damage to your records or data or 3 special incidental or indirect damages or for any economic consequential damages (including lost

profits or savings) even ifwe are informed oftheir possibility

license

Any machine readable education materials that we provide to you will be subject to the terms and conditions ofa license agreement We will inform you of the applicable agreement

Warranty

THERE ARE NO EXPRESS WARRANTIES EXCEPT THOSE CONTAINED HEREIN OR IN ANY APPUCABLE UCENSE AGREEMENT THERE ARE NO IMPUED WARRANTIES INCLUDING BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE WE MAKE NO WARRANTY AS TO RESULTS TO BE ATTAINED BY ATTENDING OUR CLASSES OR USING OUR EDUCATION MATERIALS

Changes to this agreement

We may modifY these terms and conditions on written notice The modified terms and conditions will apply to your enrollment or order unless you cancel such enrollment or order prior to the effective date Otherwise for a change to be valid both of us must sign it Additional or different terms and conditions in any order or communication from you are void

General

bull You agree not to copy our copyrighted material without our prior written consent bull You agree not to use recording equipment in our classes without our prior written consent bull You agree not to use our trademarks trade names or other designations in any promotion or publication without our prior written consent bull You agree not to assign or otherwise transfer your rights under this Agreement without our prior

28of33

Contract No ________

written consent Any attempt to do so is void bull Neither of us is responsible for failure to fulfill any obligations due to causes beyond its control bull Neither ofus will bring a legal action (under this Agreement) more than two years after the cause of action arose bull Any terms of this Agreement which by their nature extend beyond its termination remain in effect until fulfilled and apply to respective successors and assignees

290f33

Contract No ________

EXHIBITB PAYMENT TERMS

1 The tenn ofthis Agreement is March 1 2012 through March 31 2013

2 Total payment under the tenns of this Agreement will not exceed the total amount of $14994000 This cost includes all taxes and all other charges

3 Invoices to County are due upon receipt of invoice and payable within thirty (30) days from receipt of invoice

The contractor will set up an mM Education Pack - online account for Alameda County Social Services Agency A total value offering of $1 7640000 to be placed immediately in the mM Education Pack - online account for a price of $14994000

4 Invoices will be approved by the Alameda County Social Services Agency Contract Liaison

5 Contractor shall submit invoice as required to

Alameda county Social Services Agency 2000 San Pablo Ave 4th floor

Oakland CA 94612 Attn Jerome Graham

300f33

C

EXHIBITC COUNTY OF ALAMEDA MINIMUM INSURANCE REQUIREMENTS

Wi1hout limiting MY other obligation or liabilily under this Agreement he Contractor at its sole rost and expense shall secure and keep in force he entire term of he as be he insuranre limits and endorsements

Commercial General Uability Premises Liability Products and Completed Operations Contractual

Personal and liabi B Commercial or Business Automobile Liability

All owned vehicles hired or leased vehicles non-owned borrowed and permissive uses Personal Automobile Liability is acceptable for individual contractors with no related activities Workers Compensation (WC) and Employers Uability (EL)

for all contractors with eml)Jovees

o Endorsements and Conditions

$1000000 per occurrence (CSl) Bodily Injury and Property Damage

$1000000 per occurrence (CSL) My Auto Bodily Injury and Property Damage

or disease

1 ADDmONAL INSURED All insurance required above with the exception of Personal Automobile LiabilityI Workers Compensation and Employers Liability shall be endorsed to name as additional insured County of Alameda its Board of SUpervisors the individual members thereof and all County officers agents employees and representatives

2 DURATION OF COVERAGE All required insurance shall be maintained during the entire term of the Agreement with the following exception Insurance policies and coverage(s) written on aclaims-made basis shall be maintained during the entire term of the Agreement and until 1year following expiration of the Agreemen~ as long as such coverage remains commercially available in the market place

3 REDUCTION OR UMIT OF OBLIGATION The insurance policies provided for in Aand Babove shall be primary and non contributory only with respect to liability arising out of this Agreement Pursuant to the provisions of this Agreement insurance effected or procured by the Contractor shall not reduce or limit Contractors contractual obligation to indemnify and defend the Indemnified Parties

4 INSURER ANANCIAL RAnNG Insurance shall be maintained through an insurer with aAM Best Rating of no less than AshyVlI or equivalen~ and shall be admitted to the State of California unless otherwise waived by Risk Management Acceptance of Contractors insurance by County shall not relieve or decrease the liability of Contractor hereunder My deductible or selfshyinsured retention amount or other similar obligation under the policies shall be the sole responsibility of the Contractor

S SUBCONTRACTORS Contractor shall include all subcontractors as an insured (covered party) under its policies or shall furnish separate certificates and endorsements for each subcontractor All coverages for subcontractors shall be subject to all of the requirements stated herein

6 JOINT VENTURES If Contractor is an association partnership or other joint business venture required insurance shall be provided by anyone of the following methods

- Separate insurance policies issued for each individual entity with each entity included as aNamed Insured (covered party) or at minimum named as an Additional Insured on the others policies Joint insurance program with the association partnership or other joint business venture included as a Named Insured

7 CANCELLATION OF INSURANCE Should any of the above described policies be cancelled before the expiration date thereof notice will be delivered in accordance with the policy provisions

8 CERTIACATE OF INSURANCE Before commencing operations under this Agreemen~ Contractor shall provide Certificate(s) of Insurance and applicable insurance endorsements in form and satisfactory to County evidencing that all required insurance coverage is in effect The County reserves the rights to require the Contractor to provide complete certified copies of all required insurance policies The require certificate(s) and endorsements must be sent to

- DepartmentAgency issuing the contract With acopy to the Contracts Office (2000 San Pablo Ave 4th floor Oakland CA 94612)

Certificate C-1 Form 2001-1

31of33

________________________________ _

Contract No ________

EXHIBITD

COUNTY OF ALAMEDA DEBARMENT AND SUSPENSION CERTIFICATION

(Applicable to all agreements funded in part or whole with federal funds and contracts over $25000)

The contractor under penalty of perjury certifies that except as noted below contractor its principals and any named and unnamed subcontractor

bull Is not currently under suspension debarment voluntary exclusion or

determination of ineligibility by any federal agency

bull Has not been suspended debarred voluntarily excluded or determined

ineligible by any federal agency within the past three years

bull Does not have a proposed debarment pending and

bull Has not been indicted convicted or had a civil judgment rendered against it by

a court of competent jurisdiction in any matter involving fraud or official

misconduct within the past three years

If there are any exceptions to this certification insert the exceptions in the following space

Exceptions will not necessarily result in denial of award but will be considered in determining contractor responsibility For any exception noted above indicate belOw to whom it applies initiating agency and dates of action

Notes Providing false information may result in criminal prosecution or administrative sanctions The above certification is part of the Standard Services Agreement Signing this Standard Services Agreement on the signature portion thereof shall also constitute signature of this Certification

CONTRACTOR __~~__L-

PRINCIPAL~~---ll-I-L-_o_--GlI_V__f___ TITLE~~)(UltJ~ltCJJ St(

SIGNATURE~-+-----=----____ DATEcl ~ (jJ~

32of33

Contract No _______

EXHmITE

COUNTY OF ALAMEDA CONTRACT COMPLIANCE REPORTING REQUIREMENTS

Upon receipt of signed contract documents prime contractor shall immediately enterassign subcontractors in the Syste~ confum payments received from the County within 5 business days in the Syste~ immediately enter payments made to subcontractors and ensure that subcontractors confirm they received payments within 5 business days in the System Subcontractors shall confirm their payments received from the prime contractor within 5 business days in the System

Alameda County Contract Compliance System training and ongoing support are provided at no charge to contractors and participating sub-contractors awarded a contract as a result of this bid process for this project Contractors having contracts with the County should schedule a representative from their officecompany along with each of their subcontractors to attend training The training schedule may be viewed online at httpwwwelationsyscomelatiollsysisupport lhtm or call Elation Systems at (510) 764shy1870 A special access code will be provided to contractors and subcontractors participating in this contract awarded to allow use of the System free of charge

It is the Contractors responsibility to ensure that they and their subcontractors are registered and trained as required to utilize the Alameda County Contract Compliance System Training sessions are approximately one hour and will be held periodically in a number of locations throughout Alameda COWlty

330f33

DATE MDDIYYYYCERTIFICATE OF LIABILITY INSURANCE 211012012

THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMA11ON ONLY AND CONFERS NO RIGHTS UPON TtE CERTFICATE HOLDER THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND EXTEND OR AtTER THE COVERAGE AFFORDED BY THE POUCIES BELOW THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BElWEEN THE ISSUING INSURER(S) AUTHORIZED REPRESENTATIVE OR PRODUCER AND TtE CERTIFICATE HOLDER

IMPORTANT If the certificate holder is an ADDmONAL INSURED the policy(ies) must be endorsed If SUBROGATION IS WAIVED subject to the terms and conditions ofthe policy certain policies may require an endorsement A statement on this certificate does not confer rights to the certificate holder in lieu of such enciorseme s

PROOUCER

Aon Risk Services Northeast Inc 199 Water Street New York NY 10038 Phone 8662667475 Fax 8664677847 AFFORDING COVERAGE HAIC INSURED COMPANY A ACE American Insurance Company

lnIemationaI Business -4achines Corp amp My Other Subsidiary Corp Owned 01 ConIrDlled by the Insured 1 New Orohan Road Armonk NY 10504 United Slates

INSUR

COVERAGES CERllFICATE NUMBER154795 REVISION NUMBER THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED NOTWITHSTANDING ANY REQUIREMENT TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO VllHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS EXCLUSIONS AND CONDITIONS OF SUCH POLICIES LlMrTS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS

INSR (fiUCf EFF POUCfEXPLTR TYPE OF INSURANCE POLICY NUMBER til UMITS

A GENERAL UABIUTY HDOG25529236 5212011 1512112012 EACH OCCURRENCE $1OQMQQ--shy~~ X COMMERCIAl GENERAl LIABILITY PREMISE$Ea ~~ncel 11000 000 = CLAIUS-MAOE [KJ OCCUR UED EXP (Anyone person) S2500000

- I PERSONAl amp ArN INJURY $1000000-

-- ~GENERAL AGGREGotTE $1000000

~L AGGREr9L1MIT ArPER i PROOUCTS-COMP~AGG $1000000

POLICY ~ LOG I i A AUlOIIOBILE UABlUlY ISAH08635948 51212011 51212012 COMBINED SINGLE LIMIT

51000000---shy (Eaarridentll2t ANY AUTO BOOIL Y INJURY (Per personl ALL OWNEO AUTOS f-shy

- ~LY INJURY (Peracddenl) SCHEDULED AUTOS PROPERTY DAMAGE-

- HIREOAUTOS i(Per_) r-middotmiddotmiddotmiddotmiddot

--shy ~AUTOS

I I UlIBRElILA UAB

I

Irl OCCUR i EACH OCCURRENCE

~

EXCESSUAS ~~ CLAIMS-MAOE AGGREGATE

- DEDUCTIBlE

IRETEImON $ WORIltERS COIIPENSA11ON i I~~Ullis I IdegJrANDEMPLOYERSUABUTY YIN shy

ANY PROPRIETORiPARTNERIEXECUTlVE D NIA

I

EL EACH ACCIDENT OFFlCERMEIBIR EXaUOED

I EL DISEASE - EA EMPLOYEE m(MIndaIoIy In NHI

~~~~~TIONSbel i EL OISEASEmiddot POLICY LIMIT

i i I I DESCRIP110N OF OPERATION$ LOCATION$I YEHlCLES Aflach ACORD 101 AcldiUoMlRemrb $chedm is ngtqulroocl)

Please see page 2 for any additional language

CERllFICATE HOLDER CANCELLAllON

Alameda County Department of Social Services 2000 San Pablo Ave Oakland CA 94612 United States

SHOULD ANY OF 1ME ABOVE DESCRIBED POLICIES BE CANCE1lED BEFORE lHE EXPlRA110N DATE lHEREOF NOnce WILL BE DElNERED IN ACCORDANCe WFTH lHE POLICY PROVISIONS

I

AUTHORIZED REPRESENTAlIYE

AuIhcfized ReJgtresenlatve ~_yen~ ~~~~~bullw __ J_ PIaI Risk SenIkes NonheasI Inc

ISgt 1988-2009 ACORD CORPORATION AI righIs reserved

ACORD 25 (2009101 The ACORD name and logo are registered marks ofACORD Page 1 of2

ADDITIONAL REMARKS SCHEDULE AGENCY

Aon Risk Services Northeast Inc 199 Water Street New York NY 10038 Phone 8662667475 Fax 8664677847

NAIlED INSURED IntemaUonal Business Machines CoIp amp Ally Other SubsidiaIy CoIp Owned Of Contro8ed by lIle Insured 1 New Ordlard Road Armonk NY 10504 United Slates

EFFECTIVE DATE

ADDITIONAL REMARKS

THIS ADDITIONAL REMARKS FORM IS A SCHEDULE TO ACORD FORM

FORM NUMBER 25 FORM TITLE CERTIFICATE OF LIABILITY INSURANCE

[Alameda County Department of SOcial Services County of Alameda its Board of SUpervisors the individual members hereof and all County officers agents employees and representatives are hereby named as additional insureds on

General Liability policies but only to the extent that their interest may appear

Additional Language The insurance coverage provided for herein shall be primary and non contributory only wi1h respect to liabHity arising out of this Agreement with respect to liabHity arising out of IBMs negligence and as respects this contract only

Project IBM Education Pack Services

If there is a question regarding this certificate please contact Edward DiNardo (Email dinardoeusibmcom Phone 916-567-2922)

~ operations incidental to the conduct of insureds business in the United States of America

ACORD 101 (2008101) 2008 ACORD CORPORA nON All rights reserved The ACORD name and logo are registered marks of ACORD

Page 20f2

tC~RiJ CERTIFICATE OF LIABILITY INSURANCE I DlTE 1I1IfDOIYYYY)

21102012

THIS CERnFICATE IS ISSUED AS A MATTER OF INFORMA nON ONLY AND CONFERS NO RIGHTS UPON TIE CERTIFICATE HOLDER THIS CERnFICATE DOES NOT AFFlRMAnvaY OR NEGAnVELY AMEND EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POUCIES BELOW THIS CERnFICATE OF INSURANCE DOES NOT CONSTITUlE A CONTRACT BETWEEN THE ISSUING INSURER(S) AUTHORIZED REPRESENTAnVE OR PRODUCER AND TIE CERTIFICATE HOLDER

IMPORTANT Iftlle certifieate holder is an ADDITIONAL INSURED the policy(ies) must be endorsed If SUBROGAnON IS WAIVED subject to the terms and conditions of the policy certain policies may require an endorsement A statement on this certifICate does not confer rights to the certificate holder in lieu of such endorsement(s)

PRODUCER =~NT Aon Risk Services Northeast Inc 1pound Ir~No)199 Water Street New York NY 10038 Phone 8662667475 Fax 8664677847 INSURER(S) AFFORDING COIlERAGE HAIC

INSURED COMPNff A liberty Insurance Corporal

International Business Madlines CoqJ COMNoIY B liberty MulJaIII1SUrIIIIlt8 CcrIyengtany 1 New Ord1ard Road COMNoIY Co National Union Fino ance Company d 1IIIsbtJrgh PA Amlonk NY 10504 United Stales

COVERAGES CERT1FICATE NUMBER154796 REVISION NUMBER- THIS IS TO CERTIFY THAT THE POlICIES OF INSURANCE LISTED BEleW HAVE BEEN ISSueD TO THE INSUREO NAMED ABOVE FOR THE POlICY PERIOD INDICATED NOTWITHSTANDING ANY REQUIREMENT TERM OR CONDITION OF ANY COOTRACT OR OTHER DOCUMENT 1MTH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN THE INSURANCE AFFORDEO BY THE POLICIES DESCRIBEO HEREIN IS SUBJECT TO ALL THE TERMS EXCLUSIONS AND CONDITIONS OF SUCH POliCIES LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID ClAIMS

11tf TYPE OF INSURANCE IIHSR IWVD POLICY NIMIIER ~1fgtUCYEXP UIlITS

GENERAl UAaUlY I EACH OCCURRENCE

COMMERCIAL GENERAl LiABlLI1Y ~~~e~~nce) CLAIMS-MADE D OCCUR MED EXP (Anyone fgten)

PERSONAl amp AlN INJURY

GENERAl AGGREGATE

ESPER ~CT5 - calpop AGG

nLOC AIlOIIOIlILE UAaUlY COMBINED SINGLE LIMIT - (Ea 8Cdde1t)

ANY AUTO BOOI L Y INJURY (Per fgte11lOt)-shy

ALL OWNED AUTOS BODILY INJURY (Per accident)-

- SCHEDULED AUTOS PROPERTY DAMAGE

HIRED AUTOS (Per accident) -

NON-OWNED AUTOS - ~

UIIBRELlA UAB HOCCUR

EACH OCCURRENCE-EXCESSUAB CLAIMS-MADE AGGREGATE

---- DEDUCTIBLE

A WORKERS COIIPENSAllON WA7-6I)()0415ef4Z AOSPRNYlshy 11112012 1III2OIa X I T~~JWs I IO~A AND EMPLOYERS UAaUlY WA7-62D-laquol41SHi12 IYil 11112012 11112013 A YIM WC1~I-ltIOU5amp-I52 (OR WI) 11112012 11112013 $100000A ANY PROIRIETORIPARTNERlEXECUTIVE ~

MIA ~1_ExaNOHl 11112012 11112013 EL EACH ACCIDENT OFACERIMEI4BER EXClUDEDI (Mandatory In NKI

BH2HIC14158-1M2(V1) 11112012 11112013 EL DISEASE- EA EMPLOYEE $1ooampQQc 83-118922 a-) 11112012 IttrlO13

bull ~~~OPERATIONSIlet_ EL DISEASE POliCY LIMIT $100000

bull

DESCRIPllON OF OPERATIONS I LOCAnONS I VEHICLES (Attech ACORD 101 MdIlloMI Renlarlc8lchedule r mono fMICI Is required)

bullbull Includes EL coverage for monopolistic states NO PR WA WY

Please see page 2 for any additional language

CERT1FICATE HOLDER CANCELLATlON

Alameda County Department of Social Services 2000 San Pablo Ave Oakland CA 94612 United States

SHOULD Atlaquo OF THE ABOVE DESCRI8ED POUCIES BE CANCELLED BEFORE THE EXPIRATION DATE 1lIEREOF NOTICE WILL BE DELIVERED IN ACCORDANCE WrrH THE POLICY PROVISIONS

I

AUTHOIIZED REPRESEHTA1IYE

IIiutJori2od ~ smiddot~ _~4-~(~--w ___ --~~ -~kin Risk SeNices Nor1heast Inc

copy 1881-2009 ACORD CORPORA TlON An nghts reserved ACORD 26 (2009109) The ACORD name and logo are registered marks ofACORD

Page 1 of 2

ADDITIONAL REMARKS SCHEDULE AGENCY

ADo Risk Services Northeast Inc 199 Water Street New York NY 10038 Phone 8662667475 Fax 8664677847

NAIlED INSURED International Business Machines Corp 1 New Onhani Road Armonk NY 10504 United states

EFFECTIVE MTE

ADDmONAL REMARKS

THIS ADDITIONAL REMARKS FORM IS A SCHEDULE TO ACORD FORM

FORM NUMBER 25 FORM 11TLE CERTIFICATE OF LIABILITY INSURANCE

Project IBM Education Pack Services

Ifthere is a question regarding this certificate please contact Edward DiNardo (Email dinardoeusibmcom Phone 916-567-2922)

All operations incidental to the conduct of insureds business in the United States of America

ACORD 101 (2008101) C 2008 ACORD CORPORATION All rights reserved The ACORD name and logo are registered mal1ls of ACORD

Page 20f2

AKl K NAKAO Director

G~-r)ipDecember 5 2011

DEC 08 lOl1 TO Caroline Judy Assistant Direltltor GSA

RECE~vED FROM Tudor S Mosu Procurement Specialist n

SUBJECf Finding ofNon-Competition bull Sote Source 2084 Purchase from International Business Machines Corp Sacramento CA

This is to document my finding that competitive bidding is not possible for the purchase ofall IBM Education Pack in tho amount oUI 4994000 for the Social Services Agency (SSA) Infonnation Systems Department and therefore the Departmental Justification to Request a Waiver ofCounty Competitive Bidding Requirement copy attached is approved

In accordance with the County Administrative Code Section 412010 entitled UPurchases to be by Competitive Quotation all purchases of and contracts for materials supplies services fwnishings equipment livestock and other personal property shall be based wherever possible on competitive quotations

I have reviewed and researched the product and marketplace Based on my research ofthe departmental justifi~tion and internet I have detennined the requested product and supplier cannot be substituted and satisfy the Countys requirements International Business Machines Corp (IBM) is the only vendor capable to provide an online account to be used for IBM private courses at SSA on WM business intelligence data warehouse reporting classes IBM will add the SSA content customized to the training environment using Cognos Framework Manager and will provide a suite oftraining public and private courses technical conferences and selfmiddotpaced virtual classes This sole source request was posted on the County website for ten (10) business days and no other proposal was received Therefore competitive quotations are not possible and the request is recommended for your approval

The Social Services Agency is to obtain Board approval for services that exceed $25000 requesting authorization from the President of the Board to sign the contract or approve the purchase The Auditor-Controller issues Board signed contracts and Board approved purchase orders and purchase order changes withwithout signed contracts

te IIktt II Peill-o ValenciaDeputy Direct6rlDate

GSA Office ofAcquisition Policy

SLEB Compliant ______

Date~~~~_________ Director GSA

Attachment(s)

1401 LAKISIDE DRIVU SUITL 907 OAKLND CALIFORNIA 94612 PHmr 5102989600 [AX 5[02089626 wwwlt5(itnc~ovorg

GSA Sole Source Procurements - Alameda County Page lof2o Ala~~da co~ntys Offl~lal ~ebslte Skip County Banner 0 SHARE rJf l

~ go WoOFg i QUick links Citizens Business Seerch aegov IGO I Government Emergencies

GSA Home

Home

Introduction

AwardedClosed Contracts

Current Contracting Opportunltles

Arch 8 Engineering Construction

Sole Source Procurements

Goods 8 Services The contracts described below have been determined to comply with the County Sole Source Policy in ~flesrlonal Services that only a single source is available andor valid sole source exceptions to the competitive process

I-===----f exisl Upcoming ContractIng Opportunities

Arch amp Englnoaring Construction Goods amp Services ProfessIonal ServlceQ

Sole Source Procurements

Highland Project Contracts

AwardedClosedContracts CUlTent Contracting Opportunltles Upcoml Contracting

Contacts Teams

Vendor Info Vendor Guide Vendor Application (Online) Vendor Application

Public Works (PWA) Contracting Opportunities

CDA Construction Contracting Opportunities

StopWasteOrg

Advance NotIce of SoJe Source purchases are posted on-line for a minimum of five (Ii) business days prior to a contract being awarded For any additlonallnformatlon regarding contracts posted on thIs website please contact the appropriate parson listed below Thank you for your interest

Source Contract DescrIption

f1Ef1l Online Training Courses

f1I3JI Repair and Test fIre fighting ProtectiVe Clothing

Electro Shock Guns Cartridges BaHerlee amp Accessories

Estimate Award Date

120212011

11302011

111172011

Contact Person

Tudor S Mosu (510) 208-9614

Tudor S Mosu (510) 208-9614

Tudor S Mosu (510) 208-9614

mhtmIfilelICUserstmosuAppDataLocalMicrosoftWindowsTemporary Internet FilesContentOutlook1OYF6YPOGSA S 1210612011

Alameda County Auclttor-Controller Agencv Office of Contract Compliance OCC

FEDERAL GRANT FUNDS SMALL LOCAL EMERGING BUSINESS (SUI) WAIVER REQUEST

REQUIREDTOSOUCIT BlOSPROPOSALSAND AWARt)AMENO CONTRACTS THAT INCUJDe FtoERAl GRANT FUNDS THAT fROHI51l GIOORAPHICAl PREFERENCE)

mSfCDOfltcompr middot6 bbw and submit fhts form wlfh supporifng doclfrnentaion pecificolty stoHng that geographle preferences om bonnad fer the requetfed procurement to Tcmtnee TRlong Auditor Controller ace a QC 20111 or vIa email tot1Wlmf1lmn9_~99Uponapprovala fampdeKal Fundt WaNer number wm be I$SitEtd This numbM Is a mandatOf) field rGqooed tQ enter Q Procurement CollirUct In ALCOUMt ace wlJi mft-m upprovaill and denkds to tile Requesfing Depmtmem listed belew It IIIIftoI WQJvCW Is to $Cliett bids resubmlt c IOPY of the originally signed form Q nsed to tIWOrdlarYileM eo~ttI~ rlllquired addltlOlQllnfOOYlofl~l (3JiC bllliowl

1 Requasiing Department Ncme~_~~~9______ _~__________

A Contact First and Lost Nome~a~y Chen ___ _____ QiC 20203 __

8 Email Address~~~aOQCVmiddotorg ___ Phone Number ~~~~~ ____ 2 Procu~ement Oescriptlcm To p~asl an IB~~~tl0f~Jntonlln~ account) th~~lIIJr~~~

_IB~~~~gn~ pub~8 p~ate traini~gtpoundOUrses far saA Siaff _ CFOA No _9_~_5_5e___

3 1~~l9n~ checK aP2rgl~~~QY to fndrcqjg reason forYfaiver re9Y~______---

A 0 SoBd Bids with County Counsel approved modifled SlEB provlslons ___1___L__ ~

Wmvef Requeii ~ I=====================u____ t-__----i _101gt~r---------------- w 4 - bull _ IiT__ __ middot_-------1bull -- bullbull loW

IB II Award Contract wih COllnty COlJnSel OPPlOV(~ modifiampi SlES provIsions J IlL3 I W4livElf hquaat Delfs I

l ControctorNameCitYIM~IaClesett --~------------- iI Total Contract ValtJe $1499~O~ 5 3 fs i

L 3 fpoundlltroct S~ Date ~LJ~)2 U- COltmct End Dote=--zbJ~_IT1- - ~----- --~ -------- C 0 Contract Amendment --1_~J_ Also complete R 11 B2) and B 3) above WaWQr Req~Date

Dnme expiration Dote __~J1_ bull OMoo6Y Increase Amount $___~__~ ----~----~-- shy4 g Check here to in(iicate thai the FedefQ~ regulation Is ofialChed and speciflcally prohibits

geographical preferencs$ rrown he proc)r~met1 described above

Federal Re~Jutotlon NameNumber H~ltht~ S~~~L2~45ER~_~__~_

5 pound1 Che~~k here to lndicats that the Fedarar grant fundi are sub granted or PQssed through the State to the Couniy where State laws prohibit geogroph1cai preferences from the proctffemenf described obove and sub granf documerlts are aHached

State Regulation NomeNum r---=__

6 ---~~~~~~~gt-r--4-----n7io-y----shy r OClte

EPLS Search Results Page 1 of 1

Excluded Parties List System EPLS

Search Results Excluded By Firm Entity or Vessel International Business Machines Corporation

as of 14-Feb-2012 229 PM EST

Your search returned no results

httpsllwwweplsgoveplssearchdo full_name= Intemational+Business+Machines+Corpo 2142012

Contract No _________

Terms and conditions

IBM agreementor courses and education nuderitds

CUITent as of 01 Jan 2011

The following terms apply to I) enrollment in classes offered by ffiM and 2) orders for ffiMs education materials These tenus along with any applicable license agreement are the complete agreement between us regarding the courses or education materials we provide and replace any prior oral or written communications between us Attendance at a class or your use of any education materials constitutes your agreement to these tenus and conditions Occasionally we have offerings with additional or different terms and conditions If so we will provide those terms and conditions to you For example conference tenus and conditions are outlined in the conference registration section of the conference website or in the conference brochure for the event

Coulses and education mateais

We list our generally available courses and education materials in various IDM Catalogs ofEducation (Catalog) which we publish from time to time We may add or withdraw courses and education materials at any time without notice

Scheduling dasses

We will specify the dates of public classes Private or on-site classes will be scheduled by mutual agreement We may cancel any scheduled class on notice If we cancel a class for which you have prepaid we will refund the price you paid

Accommodations for students with disabilities

IDM locations are accessible for students with disabilities If reasonable accommodations are required for an individual with a disability please advise IDM of the accommodations in advance

Pces and payment

Prices for public classes will be those in effect on the date the class begins Prices include the use of required education materials and machines They do not include taxes or student travel and living expenses IDM reserves the right to increase prices at any time without prior notification Prices for private or on-site classes will be established based on your requirements Additional charges may apply such as instructor travel and living expenses facilities and remote lab support You agree to pay amounts due including applicable taxes and any late payment fees as we specify in the invoice Conference cancellation charges will be specified on the conference website or in the conference brochure for the event

Cancellation charges

Effective January 1 2011

You will be charged the full price of a public class ifyou do not cancel or reschedule your enrollment at least fourteen calendar days prior to the scheduled start date or ifyou do not show up for the class

260f33

Contract No _________

However you may cancel your class enrollment at any time within the three days following your initial or any rescheduled enrollment date without charge

Ifyou cancel a private or on-site class within seven calendar days prior to the scheduled start date you will be billed the full price ofthe class ifyou cancel between eight and fifteen calendar days prior to the scheduled start date you will be billed 25 of the full price and ifyou cancel between sixteen and twentyshyone calendar days prior to the scheduled start date you will be billed lOO of the full price Cancellation of a private or on-site class more than twenty-one calendar days prior to the scheduled start date may be made without charge

Conference cancellation charges will be specified on the conference Web site or in the conference brochure for the event

Self-Paced Virtual Oasses and Web-Based Training Classes

You may not cancel once you submit an order for a Self-Paced Virtual Class or a Web-Based Training Class Once you submit the order you are responsible to pay the entire course price

Online Enrollment Before you submit your order review the machine requirements listed in the course description to ensure that your system meets the minimum requirements for this course After you submit the on-line order form you should receive a confirmation e-mail with communication about your ID and password and additional instructions to start the course You are billed for the course when you submit the order form

Once you receive your ID and Password you will be given a period of time to complete the course Please refer to the course description for specifics regarding your registered course ONCE YOU SUBMIT YOUR ORDER WE WILL NOT BE ABLE TO CANCEL THE ORDER

Patents and copyrights

Ifa third party claims that the education materials we provide to you infringe that partys patent or copyright we will defend you against that claim at our expense and pay all costs damages and attorneys fees that a court finally awards provided that you

1 promptly notify us in writing of the claim and 2 allow us to controL and cooperate with us in the defense and any related settlement negotiations

Ifsuch a claim is made or appears likely to be made you agree to permit us to enable you to continue to use the education materials or to modify or replace them Ifwe determine that none of these alternatives is reasonably available you agree to return the education materials to us on our written request We will then give you an appropriate credit for the returned materials

This is our entire ob1igation to you regarding any claim of infringement

We have no obligation regarding any claim based on your modification of education materials

27of33

Contract No ________

limitation of liability

Circumstances may arise where because of a default on our part or other liability you are entitled to recover damages from us In each such instance except for the payments referred to in our patent and copyright terms described above and damages for bodily injury (including death) and damage to real property and tangible personal property for which mM is legally Hable we are liable only for the charges for the class or education material that is the subject of the claim

This limit also applies to any ofour subcontractors It is the maximum for which we are collectively responsible

Items for which we are not liable Under no circumstances are we or our subcontractors liable for any of the following

] third-party claims against you for losses or damages (except as described above in the section entitled Patents and Copyrights and damages for bodily injury (including death) and damage to real property and tangible personal property for which mM is legally liable)

2 loss of or damage to your records or data or 3 special incidental or indirect damages or for any economic consequential damages (including lost

profits or savings) even ifwe are informed oftheir possibility

license

Any machine readable education materials that we provide to you will be subject to the terms and conditions ofa license agreement We will inform you of the applicable agreement

Warranty

THERE ARE NO EXPRESS WARRANTIES EXCEPT THOSE CONTAINED HEREIN OR IN ANY APPUCABLE UCENSE AGREEMENT THERE ARE NO IMPUED WARRANTIES INCLUDING BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE WE MAKE NO WARRANTY AS TO RESULTS TO BE ATTAINED BY ATTENDING OUR CLASSES OR USING OUR EDUCATION MATERIALS

Changes to this agreement

We may modifY these terms and conditions on written notice The modified terms and conditions will apply to your enrollment or order unless you cancel such enrollment or order prior to the effective date Otherwise for a change to be valid both of us must sign it Additional or different terms and conditions in any order or communication from you are void

General

bull You agree not to copy our copyrighted material without our prior written consent bull You agree not to use recording equipment in our classes without our prior written consent bull You agree not to use our trademarks trade names or other designations in any promotion or publication without our prior written consent bull You agree not to assign or otherwise transfer your rights under this Agreement without our prior

28of33

Contract No ________

written consent Any attempt to do so is void bull Neither of us is responsible for failure to fulfill any obligations due to causes beyond its control bull Neither ofus will bring a legal action (under this Agreement) more than two years after the cause of action arose bull Any terms of this Agreement which by their nature extend beyond its termination remain in effect until fulfilled and apply to respective successors and assignees

290f33

Contract No ________

EXHIBITB PAYMENT TERMS

1 The tenn ofthis Agreement is March 1 2012 through March 31 2013

2 Total payment under the tenns of this Agreement will not exceed the total amount of $14994000 This cost includes all taxes and all other charges

3 Invoices to County are due upon receipt of invoice and payable within thirty (30) days from receipt of invoice

The contractor will set up an mM Education Pack - online account for Alameda County Social Services Agency A total value offering of $1 7640000 to be placed immediately in the mM Education Pack - online account for a price of $14994000

4 Invoices will be approved by the Alameda County Social Services Agency Contract Liaison

5 Contractor shall submit invoice as required to

Alameda county Social Services Agency 2000 San Pablo Ave 4th floor

Oakland CA 94612 Attn Jerome Graham

300f33

C

EXHIBITC COUNTY OF ALAMEDA MINIMUM INSURANCE REQUIREMENTS

Wi1hout limiting MY other obligation or liabilily under this Agreement he Contractor at its sole rost and expense shall secure and keep in force he entire term of he as be he insuranre limits and endorsements

Commercial General Uability Premises Liability Products and Completed Operations Contractual

Personal and liabi B Commercial or Business Automobile Liability

All owned vehicles hired or leased vehicles non-owned borrowed and permissive uses Personal Automobile Liability is acceptable for individual contractors with no related activities Workers Compensation (WC) and Employers Uability (EL)

for all contractors with eml)Jovees

o Endorsements and Conditions

$1000000 per occurrence (CSl) Bodily Injury and Property Damage

$1000000 per occurrence (CSL) My Auto Bodily Injury and Property Damage

or disease

1 ADDmONAL INSURED All insurance required above with the exception of Personal Automobile LiabilityI Workers Compensation and Employers Liability shall be endorsed to name as additional insured County of Alameda its Board of SUpervisors the individual members thereof and all County officers agents employees and representatives

2 DURATION OF COVERAGE All required insurance shall be maintained during the entire term of the Agreement with the following exception Insurance policies and coverage(s) written on aclaims-made basis shall be maintained during the entire term of the Agreement and until 1year following expiration of the Agreemen~ as long as such coverage remains commercially available in the market place

3 REDUCTION OR UMIT OF OBLIGATION The insurance policies provided for in Aand Babove shall be primary and non contributory only with respect to liability arising out of this Agreement Pursuant to the provisions of this Agreement insurance effected or procured by the Contractor shall not reduce or limit Contractors contractual obligation to indemnify and defend the Indemnified Parties

4 INSURER ANANCIAL RAnNG Insurance shall be maintained through an insurer with aAM Best Rating of no less than AshyVlI or equivalen~ and shall be admitted to the State of California unless otherwise waived by Risk Management Acceptance of Contractors insurance by County shall not relieve or decrease the liability of Contractor hereunder My deductible or selfshyinsured retention amount or other similar obligation under the policies shall be the sole responsibility of the Contractor

S SUBCONTRACTORS Contractor shall include all subcontractors as an insured (covered party) under its policies or shall furnish separate certificates and endorsements for each subcontractor All coverages for subcontractors shall be subject to all of the requirements stated herein

6 JOINT VENTURES If Contractor is an association partnership or other joint business venture required insurance shall be provided by anyone of the following methods

- Separate insurance policies issued for each individual entity with each entity included as aNamed Insured (covered party) or at minimum named as an Additional Insured on the others policies Joint insurance program with the association partnership or other joint business venture included as a Named Insured

7 CANCELLATION OF INSURANCE Should any of the above described policies be cancelled before the expiration date thereof notice will be delivered in accordance with the policy provisions

8 CERTIACATE OF INSURANCE Before commencing operations under this Agreemen~ Contractor shall provide Certificate(s) of Insurance and applicable insurance endorsements in form and satisfactory to County evidencing that all required insurance coverage is in effect The County reserves the rights to require the Contractor to provide complete certified copies of all required insurance policies The require certificate(s) and endorsements must be sent to

- DepartmentAgency issuing the contract With acopy to the Contracts Office (2000 San Pablo Ave 4th floor Oakland CA 94612)

Certificate C-1 Form 2001-1

31of33

________________________________ _

Contract No ________

EXHIBITD

COUNTY OF ALAMEDA DEBARMENT AND SUSPENSION CERTIFICATION

(Applicable to all agreements funded in part or whole with federal funds and contracts over $25000)

The contractor under penalty of perjury certifies that except as noted below contractor its principals and any named and unnamed subcontractor

bull Is not currently under suspension debarment voluntary exclusion or

determination of ineligibility by any federal agency

bull Has not been suspended debarred voluntarily excluded or determined

ineligible by any federal agency within the past three years

bull Does not have a proposed debarment pending and

bull Has not been indicted convicted or had a civil judgment rendered against it by

a court of competent jurisdiction in any matter involving fraud or official

misconduct within the past three years

If there are any exceptions to this certification insert the exceptions in the following space

Exceptions will not necessarily result in denial of award but will be considered in determining contractor responsibility For any exception noted above indicate belOw to whom it applies initiating agency and dates of action

Notes Providing false information may result in criminal prosecution or administrative sanctions The above certification is part of the Standard Services Agreement Signing this Standard Services Agreement on the signature portion thereof shall also constitute signature of this Certification

CONTRACTOR __~~__L-

PRINCIPAL~~---ll-I-L-_o_--GlI_V__f___ TITLE~~)(UltJ~ltCJJ St(

SIGNATURE~-+-----=----____ DATEcl ~ (jJ~

32of33

Contract No _______

EXHmITE

COUNTY OF ALAMEDA CONTRACT COMPLIANCE REPORTING REQUIREMENTS

Upon receipt of signed contract documents prime contractor shall immediately enterassign subcontractors in the Syste~ confum payments received from the County within 5 business days in the Syste~ immediately enter payments made to subcontractors and ensure that subcontractors confirm they received payments within 5 business days in the System Subcontractors shall confirm their payments received from the prime contractor within 5 business days in the System

Alameda County Contract Compliance System training and ongoing support are provided at no charge to contractors and participating sub-contractors awarded a contract as a result of this bid process for this project Contractors having contracts with the County should schedule a representative from their officecompany along with each of their subcontractors to attend training The training schedule may be viewed online at httpwwwelationsyscomelatiollsysisupport lhtm or call Elation Systems at (510) 764shy1870 A special access code will be provided to contractors and subcontractors participating in this contract awarded to allow use of the System free of charge

It is the Contractors responsibility to ensure that they and their subcontractors are registered and trained as required to utilize the Alameda County Contract Compliance System Training sessions are approximately one hour and will be held periodically in a number of locations throughout Alameda COWlty

330f33

DATE MDDIYYYYCERTIFICATE OF LIABILITY INSURANCE 211012012

THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMA11ON ONLY AND CONFERS NO RIGHTS UPON TtE CERTFICATE HOLDER THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND EXTEND OR AtTER THE COVERAGE AFFORDED BY THE POUCIES BELOW THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BElWEEN THE ISSUING INSURER(S) AUTHORIZED REPRESENTATIVE OR PRODUCER AND TtE CERTIFICATE HOLDER

IMPORTANT If the certificate holder is an ADDmONAL INSURED the policy(ies) must be endorsed If SUBROGATION IS WAIVED subject to the terms and conditions ofthe policy certain policies may require an endorsement A statement on this certificate does not confer rights to the certificate holder in lieu of such enciorseme s

PROOUCER

Aon Risk Services Northeast Inc 199 Water Street New York NY 10038 Phone 8662667475 Fax 8664677847 AFFORDING COVERAGE HAIC INSURED COMPANY A ACE American Insurance Company

lnIemationaI Business -4achines Corp amp My Other Subsidiary Corp Owned 01 ConIrDlled by the Insured 1 New Orohan Road Armonk NY 10504 United Slates

INSUR

COVERAGES CERllFICATE NUMBER154795 REVISION NUMBER THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED NOTWITHSTANDING ANY REQUIREMENT TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO VllHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS EXCLUSIONS AND CONDITIONS OF SUCH POLICIES LlMrTS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS

INSR (fiUCf EFF POUCfEXPLTR TYPE OF INSURANCE POLICY NUMBER til UMITS

A GENERAL UABIUTY HDOG25529236 5212011 1512112012 EACH OCCURRENCE $1OQMQQ--shy~~ X COMMERCIAl GENERAl LIABILITY PREMISE$Ea ~~ncel 11000 000 = CLAIUS-MAOE [KJ OCCUR UED EXP (Anyone person) S2500000

- I PERSONAl amp ArN INJURY $1000000-

-- ~GENERAL AGGREGotTE $1000000

~L AGGREr9L1MIT ArPER i PROOUCTS-COMP~AGG $1000000

POLICY ~ LOG I i A AUlOIIOBILE UABlUlY ISAH08635948 51212011 51212012 COMBINED SINGLE LIMIT

51000000---shy (Eaarridentll2t ANY AUTO BOOIL Y INJURY (Per personl ALL OWNEO AUTOS f-shy

- ~LY INJURY (Peracddenl) SCHEDULED AUTOS PROPERTY DAMAGE-

- HIREOAUTOS i(Per_) r-middotmiddotmiddotmiddotmiddot

--shy ~AUTOS

I I UlIBRElILA UAB

I

Irl OCCUR i EACH OCCURRENCE

~

EXCESSUAS ~~ CLAIMS-MAOE AGGREGATE

- DEDUCTIBlE

IRETEImON $ WORIltERS COIIPENSA11ON i I~~Ullis I IdegJrANDEMPLOYERSUABUTY YIN shy

ANY PROPRIETORiPARTNERIEXECUTlVE D NIA

I

EL EACH ACCIDENT OFFlCERMEIBIR EXaUOED

I EL DISEASE - EA EMPLOYEE m(MIndaIoIy In NHI

~~~~~TIONSbel i EL OISEASEmiddot POLICY LIMIT

i i I I DESCRIP110N OF OPERATION$ LOCATION$I YEHlCLES Aflach ACORD 101 AcldiUoMlRemrb $chedm is ngtqulroocl)

Please see page 2 for any additional language

CERllFICATE HOLDER CANCELLAllON

Alameda County Department of Social Services 2000 San Pablo Ave Oakland CA 94612 United States

SHOULD ANY OF 1ME ABOVE DESCRIBED POLICIES BE CANCE1lED BEFORE lHE EXPlRA110N DATE lHEREOF NOnce WILL BE DElNERED IN ACCORDANCe WFTH lHE POLICY PROVISIONS

I

AUTHORIZED REPRESENTAlIYE

AuIhcfized ReJgtresenlatve ~_yen~ ~~~~~bullw __ J_ PIaI Risk SenIkes NonheasI Inc

ISgt 1988-2009 ACORD CORPORATION AI righIs reserved

ACORD 25 (2009101 The ACORD name and logo are registered marks ofACORD Page 1 of2

ADDITIONAL REMARKS SCHEDULE AGENCY

Aon Risk Services Northeast Inc 199 Water Street New York NY 10038 Phone 8662667475 Fax 8664677847

NAIlED INSURED IntemaUonal Business Machines CoIp amp Ally Other SubsidiaIy CoIp Owned Of Contro8ed by lIle Insured 1 New Ordlard Road Armonk NY 10504 United Slates

EFFECTIVE DATE

ADDITIONAL REMARKS

THIS ADDITIONAL REMARKS FORM IS A SCHEDULE TO ACORD FORM

FORM NUMBER 25 FORM TITLE CERTIFICATE OF LIABILITY INSURANCE

[Alameda County Department of SOcial Services County of Alameda its Board of SUpervisors the individual members hereof and all County officers agents employees and representatives are hereby named as additional insureds on

General Liability policies but only to the extent that their interest may appear

Additional Language The insurance coverage provided for herein shall be primary and non contributory only wi1h respect to liabHity arising out of this Agreement with respect to liabHity arising out of IBMs negligence and as respects this contract only

Project IBM Education Pack Services

If there is a question regarding this certificate please contact Edward DiNardo (Email dinardoeusibmcom Phone 916-567-2922)

~ operations incidental to the conduct of insureds business in the United States of America

ACORD 101 (2008101) 2008 ACORD CORPORA nON All rights reserved The ACORD name and logo are registered marks of ACORD

Page 20f2

tC~RiJ CERTIFICATE OF LIABILITY INSURANCE I DlTE 1I1IfDOIYYYY)

21102012

THIS CERnFICATE IS ISSUED AS A MATTER OF INFORMA nON ONLY AND CONFERS NO RIGHTS UPON TIE CERTIFICATE HOLDER THIS CERnFICATE DOES NOT AFFlRMAnvaY OR NEGAnVELY AMEND EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POUCIES BELOW THIS CERnFICATE OF INSURANCE DOES NOT CONSTITUlE A CONTRACT BETWEEN THE ISSUING INSURER(S) AUTHORIZED REPRESENTAnVE OR PRODUCER AND TIE CERTIFICATE HOLDER

IMPORTANT Iftlle certifieate holder is an ADDITIONAL INSURED the policy(ies) must be endorsed If SUBROGAnON IS WAIVED subject to the terms and conditions of the policy certain policies may require an endorsement A statement on this certifICate does not confer rights to the certificate holder in lieu of such endorsement(s)

PRODUCER =~NT Aon Risk Services Northeast Inc 1pound Ir~No)199 Water Street New York NY 10038 Phone 8662667475 Fax 8664677847 INSURER(S) AFFORDING COIlERAGE HAIC

INSURED COMPNff A liberty Insurance Corporal

International Business Madlines CoqJ COMNoIY B liberty MulJaIII1SUrIIIIlt8 CcrIyengtany 1 New Ord1ard Road COMNoIY Co National Union Fino ance Company d 1IIIsbtJrgh PA Amlonk NY 10504 United Stales

COVERAGES CERT1FICATE NUMBER154796 REVISION NUMBER- THIS IS TO CERTIFY THAT THE POlICIES OF INSURANCE LISTED BEleW HAVE BEEN ISSueD TO THE INSUREO NAMED ABOVE FOR THE POlICY PERIOD INDICATED NOTWITHSTANDING ANY REQUIREMENT TERM OR CONDITION OF ANY COOTRACT OR OTHER DOCUMENT 1MTH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN THE INSURANCE AFFORDEO BY THE POLICIES DESCRIBEO HEREIN IS SUBJECT TO ALL THE TERMS EXCLUSIONS AND CONDITIONS OF SUCH POliCIES LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID ClAIMS

11tf TYPE OF INSURANCE IIHSR IWVD POLICY NIMIIER ~1fgtUCYEXP UIlITS

GENERAl UAaUlY I EACH OCCURRENCE

COMMERCIAL GENERAl LiABlLI1Y ~~~e~~nce) CLAIMS-MADE D OCCUR MED EXP (Anyone fgten)

PERSONAl amp AlN INJURY

GENERAl AGGREGATE

ESPER ~CT5 - calpop AGG

nLOC AIlOIIOIlILE UAaUlY COMBINED SINGLE LIMIT - (Ea 8Cdde1t)

ANY AUTO BOOI L Y INJURY (Per fgte11lOt)-shy

ALL OWNED AUTOS BODILY INJURY (Per accident)-

- SCHEDULED AUTOS PROPERTY DAMAGE

HIRED AUTOS (Per accident) -

NON-OWNED AUTOS - ~

UIIBRELlA UAB HOCCUR

EACH OCCURRENCE-EXCESSUAB CLAIMS-MADE AGGREGATE

---- DEDUCTIBLE

A WORKERS COIIPENSAllON WA7-6I)()0415ef4Z AOSPRNYlshy 11112012 1III2OIa X I T~~JWs I IO~A AND EMPLOYERS UAaUlY WA7-62D-laquol41SHi12 IYil 11112012 11112013 A YIM WC1~I-ltIOU5amp-I52 (OR WI) 11112012 11112013 $100000A ANY PROIRIETORIPARTNERlEXECUTIVE ~

MIA ~1_ExaNOHl 11112012 11112013 EL EACH ACCIDENT OFACERIMEI4BER EXClUDEDI (Mandatory In NKI

BH2HIC14158-1M2(V1) 11112012 11112013 EL DISEASE- EA EMPLOYEE $1ooampQQc 83-118922 a-) 11112012 IttrlO13

bull ~~~OPERATIONSIlet_ EL DISEASE POliCY LIMIT $100000

bull

DESCRIPllON OF OPERATIONS I LOCAnONS I VEHICLES (Attech ACORD 101 MdIlloMI Renlarlc8lchedule r mono fMICI Is required)

bullbull Includes EL coverage for monopolistic states NO PR WA WY

Please see page 2 for any additional language

CERT1FICATE HOLDER CANCELLATlON

Alameda County Department of Social Services 2000 San Pablo Ave Oakland CA 94612 United States

SHOULD Atlaquo OF THE ABOVE DESCRI8ED POUCIES BE CANCELLED BEFORE THE EXPIRATION DATE 1lIEREOF NOTICE WILL BE DELIVERED IN ACCORDANCE WrrH THE POLICY PROVISIONS

I

AUTHOIIZED REPRESEHTA1IYE

IIiutJori2od ~ smiddot~ _~4-~(~--w ___ --~~ -~kin Risk SeNices Nor1heast Inc

copy 1881-2009 ACORD CORPORA TlON An nghts reserved ACORD 26 (2009109) The ACORD name and logo are registered marks ofACORD

Page 1 of 2

ADDITIONAL REMARKS SCHEDULE AGENCY

ADo Risk Services Northeast Inc 199 Water Street New York NY 10038 Phone 8662667475 Fax 8664677847

NAIlED INSURED International Business Machines Corp 1 New Onhani Road Armonk NY 10504 United states

EFFECTIVE MTE

ADDmONAL REMARKS

THIS ADDITIONAL REMARKS FORM IS A SCHEDULE TO ACORD FORM

FORM NUMBER 25 FORM 11TLE CERTIFICATE OF LIABILITY INSURANCE

Project IBM Education Pack Services

Ifthere is a question regarding this certificate please contact Edward DiNardo (Email dinardoeusibmcom Phone 916-567-2922)

All operations incidental to the conduct of insureds business in the United States of America

ACORD 101 (2008101) C 2008 ACORD CORPORATION All rights reserved The ACORD name and logo are registered mal1ls of ACORD

Page 20f2

AKl K NAKAO Director

G~-r)ipDecember 5 2011

DEC 08 lOl1 TO Caroline Judy Assistant Direltltor GSA

RECE~vED FROM Tudor S Mosu Procurement Specialist n

SUBJECf Finding ofNon-Competition bull Sote Source 2084 Purchase from International Business Machines Corp Sacramento CA

This is to document my finding that competitive bidding is not possible for the purchase ofall IBM Education Pack in tho amount oUI 4994000 for the Social Services Agency (SSA) Infonnation Systems Department and therefore the Departmental Justification to Request a Waiver ofCounty Competitive Bidding Requirement copy attached is approved

In accordance with the County Administrative Code Section 412010 entitled UPurchases to be by Competitive Quotation all purchases of and contracts for materials supplies services fwnishings equipment livestock and other personal property shall be based wherever possible on competitive quotations

I have reviewed and researched the product and marketplace Based on my research ofthe departmental justifi~tion and internet I have detennined the requested product and supplier cannot be substituted and satisfy the Countys requirements International Business Machines Corp (IBM) is the only vendor capable to provide an online account to be used for IBM private courses at SSA on WM business intelligence data warehouse reporting classes IBM will add the SSA content customized to the training environment using Cognos Framework Manager and will provide a suite oftraining public and private courses technical conferences and selfmiddotpaced virtual classes This sole source request was posted on the County website for ten (10) business days and no other proposal was received Therefore competitive quotations are not possible and the request is recommended for your approval

The Social Services Agency is to obtain Board approval for services that exceed $25000 requesting authorization from the President of the Board to sign the contract or approve the purchase The Auditor-Controller issues Board signed contracts and Board approved purchase orders and purchase order changes withwithout signed contracts

te IIktt II Peill-o ValenciaDeputy Direct6rlDate

GSA Office ofAcquisition Policy

SLEB Compliant ______

Date~~~~_________ Director GSA

Attachment(s)

1401 LAKISIDE DRIVU SUITL 907 OAKLND CALIFORNIA 94612 PHmr 5102989600 [AX 5[02089626 wwwlt5(itnc~ovorg

GSA Sole Source Procurements - Alameda County Page lof2o Ala~~da co~ntys Offl~lal ~ebslte Skip County Banner 0 SHARE rJf l

~ go WoOFg i QUick links Citizens Business Seerch aegov IGO I Government Emergencies

GSA Home

Home

Introduction

AwardedClosed Contracts

Current Contracting Opportunltles

Arch 8 Engineering Construction

Sole Source Procurements

Goods 8 Services The contracts described below have been determined to comply with the County Sole Source Policy in ~flesrlonal Services that only a single source is available andor valid sole source exceptions to the competitive process

I-===----f exisl Upcoming ContractIng Opportunities

Arch amp Englnoaring Construction Goods amp Services ProfessIonal ServlceQ

Sole Source Procurements

Highland Project Contracts

AwardedClosedContracts CUlTent Contracting Opportunltles Upcoml Contracting

Contacts Teams

Vendor Info Vendor Guide Vendor Application (Online) Vendor Application

Public Works (PWA) Contracting Opportunities

CDA Construction Contracting Opportunities

StopWasteOrg

Advance NotIce of SoJe Source purchases are posted on-line for a minimum of five (Ii) business days prior to a contract being awarded For any additlonallnformatlon regarding contracts posted on thIs website please contact the appropriate parson listed below Thank you for your interest

Source Contract DescrIption

f1Ef1l Online Training Courses

f1I3JI Repair and Test fIre fighting ProtectiVe Clothing

Electro Shock Guns Cartridges BaHerlee amp Accessories

Estimate Award Date

120212011

11302011

111172011

Contact Person

Tudor S Mosu (510) 208-9614

Tudor S Mosu (510) 208-9614

Tudor S Mosu (510) 208-9614

mhtmIfilelICUserstmosuAppDataLocalMicrosoftWindowsTemporary Internet FilesContentOutlook1OYF6YPOGSA S 1210612011

Alameda County Auclttor-Controller Agencv Office of Contract Compliance OCC

FEDERAL GRANT FUNDS SMALL LOCAL EMERGING BUSINESS (SUI) WAIVER REQUEST

REQUIREDTOSOUCIT BlOSPROPOSALSAND AWARt)AMENO CONTRACTS THAT INCUJDe FtoERAl GRANT FUNDS THAT fROHI51l GIOORAPHICAl PREFERENCE)

mSfCDOfltcompr middot6 bbw and submit fhts form wlfh supporifng doclfrnentaion pecificolty stoHng that geographle preferences om bonnad fer the requetfed procurement to Tcmtnee TRlong Auditor Controller ace a QC 20111 or vIa email tot1Wlmf1lmn9_~99Uponapprovala fampdeKal Fundt WaNer number wm be I$SitEtd This numbM Is a mandatOf) field rGqooed tQ enter Q Procurement CollirUct In ALCOUMt ace wlJi mft-m upprovaill and denkds to tile Requesfing Depmtmem listed belew It IIIIftoI WQJvCW Is to $Cliett bids resubmlt c IOPY of the originally signed form Q nsed to tIWOrdlarYileM eo~ttI~ rlllquired addltlOlQllnfOOYlofl~l (3JiC bllliowl

1 Requasiing Department Ncme~_~~~9______ _~__________

A Contact First and Lost Nome~a~y Chen ___ _____ QiC 20203 __

8 Email Address~~~aOQCVmiddotorg ___ Phone Number ~~~~~ ____ 2 Procu~ement Oescriptlcm To p~asl an IB~~~tl0f~Jntonlln~ account) th~~lIIJr~~~

_IB~~~~gn~ pub~8 p~ate traini~gtpoundOUrses far saA Siaff _ CFOA No _9_~_5_5e___

3 1~~l9n~ checK aP2rgl~~~QY to fndrcqjg reason forYfaiver re9Y~______---

A 0 SoBd Bids with County Counsel approved modifled SlEB provlslons ___1___L__ ~

Wmvef Requeii ~ I=====================u____ t-__----i _101gt~r---------------- w 4 - bull _ IiT__ __ middot_-------1bull -- bullbull loW

IB II Award Contract wih COllnty COlJnSel OPPlOV(~ modifiampi SlES provIsions J IlL3 I W4livElf hquaat Delfs I

l ControctorNameCitYIM~IaClesett --~------------- iI Total Contract ValtJe $1499~O~ 5 3 fs i

L 3 fpoundlltroct S~ Date ~LJ~)2 U- COltmct End Dote=--zbJ~_IT1- - ~----- --~ -------- C 0 Contract Amendment --1_~J_ Also complete R 11 B2) and B 3) above WaWQr Req~Date

Dnme expiration Dote __~J1_ bull OMoo6Y Increase Amount $___~__~ ----~----~-- shy4 g Check here to in(iicate thai the FedefQ~ regulation Is ofialChed and speciflcally prohibits

geographical preferencs$ rrown he proc)r~met1 described above

Federal Re~Jutotlon NameNumber H~ltht~ S~~~L2~45ER~_~__~_

5 pound1 Che~~k here to lndicats that the Fedarar grant fundi are sub granted or PQssed through the State to the Couniy where State laws prohibit geogroph1cai preferences from the proctffemenf described obove and sub granf documerlts are aHached

State Regulation NomeNum r---=__

6 ---~~~~~~~gt-r--4-----n7io-y----shy r OClte

EPLS Search Results Page 1 of 1

Excluded Parties List System EPLS

Search Results Excluded By Firm Entity or Vessel International Business Machines Corporation

as of 14-Feb-2012 229 PM EST

Your search returned no results

httpsllwwweplsgoveplssearchdo full_name= Intemational+Business+Machines+Corpo 2142012

Contract No _________

However you may cancel your class enrollment at any time within the three days following your initial or any rescheduled enrollment date without charge

Ifyou cancel a private or on-site class within seven calendar days prior to the scheduled start date you will be billed the full price ofthe class ifyou cancel between eight and fifteen calendar days prior to the scheduled start date you will be billed 25 of the full price and ifyou cancel between sixteen and twentyshyone calendar days prior to the scheduled start date you will be billed lOO of the full price Cancellation of a private or on-site class more than twenty-one calendar days prior to the scheduled start date may be made without charge

Conference cancellation charges will be specified on the conference Web site or in the conference brochure for the event

Self-Paced Virtual Oasses and Web-Based Training Classes

You may not cancel once you submit an order for a Self-Paced Virtual Class or a Web-Based Training Class Once you submit the order you are responsible to pay the entire course price

Online Enrollment Before you submit your order review the machine requirements listed in the course description to ensure that your system meets the minimum requirements for this course After you submit the on-line order form you should receive a confirmation e-mail with communication about your ID and password and additional instructions to start the course You are billed for the course when you submit the order form

Once you receive your ID and Password you will be given a period of time to complete the course Please refer to the course description for specifics regarding your registered course ONCE YOU SUBMIT YOUR ORDER WE WILL NOT BE ABLE TO CANCEL THE ORDER

Patents and copyrights

Ifa third party claims that the education materials we provide to you infringe that partys patent or copyright we will defend you against that claim at our expense and pay all costs damages and attorneys fees that a court finally awards provided that you

1 promptly notify us in writing of the claim and 2 allow us to controL and cooperate with us in the defense and any related settlement negotiations

Ifsuch a claim is made or appears likely to be made you agree to permit us to enable you to continue to use the education materials or to modify or replace them Ifwe determine that none of these alternatives is reasonably available you agree to return the education materials to us on our written request We will then give you an appropriate credit for the returned materials

This is our entire ob1igation to you regarding any claim of infringement

We have no obligation regarding any claim based on your modification of education materials

27of33

Contract No ________

limitation of liability

Circumstances may arise where because of a default on our part or other liability you are entitled to recover damages from us In each such instance except for the payments referred to in our patent and copyright terms described above and damages for bodily injury (including death) and damage to real property and tangible personal property for which mM is legally Hable we are liable only for the charges for the class or education material that is the subject of the claim

This limit also applies to any ofour subcontractors It is the maximum for which we are collectively responsible

Items for which we are not liable Under no circumstances are we or our subcontractors liable for any of the following

] third-party claims against you for losses or damages (except as described above in the section entitled Patents and Copyrights and damages for bodily injury (including death) and damage to real property and tangible personal property for which mM is legally liable)

2 loss of or damage to your records or data or 3 special incidental or indirect damages or for any economic consequential damages (including lost

profits or savings) even ifwe are informed oftheir possibility

license

Any machine readable education materials that we provide to you will be subject to the terms and conditions ofa license agreement We will inform you of the applicable agreement

Warranty

THERE ARE NO EXPRESS WARRANTIES EXCEPT THOSE CONTAINED HEREIN OR IN ANY APPUCABLE UCENSE AGREEMENT THERE ARE NO IMPUED WARRANTIES INCLUDING BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE WE MAKE NO WARRANTY AS TO RESULTS TO BE ATTAINED BY ATTENDING OUR CLASSES OR USING OUR EDUCATION MATERIALS

Changes to this agreement

We may modifY these terms and conditions on written notice The modified terms and conditions will apply to your enrollment or order unless you cancel such enrollment or order prior to the effective date Otherwise for a change to be valid both of us must sign it Additional or different terms and conditions in any order or communication from you are void

General

bull You agree not to copy our copyrighted material without our prior written consent bull You agree not to use recording equipment in our classes without our prior written consent bull You agree not to use our trademarks trade names or other designations in any promotion or publication without our prior written consent bull You agree not to assign or otherwise transfer your rights under this Agreement without our prior

28of33

Contract No ________

written consent Any attempt to do so is void bull Neither of us is responsible for failure to fulfill any obligations due to causes beyond its control bull Neither ofus will bring a legal action (under this Agreement) more than two years after the cause of action arose bull Any terms of this Agreement which by their nature extend beyond its termination remain in effect until fulfilled and apply to respective successors and assignees

290f33

Contract No ________

EXHIBITB PAYMENT TERMS

1 The tenn ofthis Agreement is March 1 2012 through March 31 2013

2 Total payment under the tenns of this Agreement will not exceed the total amount of $14994000 This cost includes all taxes and all other charges

3 Invoices to County are due upon receipt of invoice and payable within thirty (30) days from receipt of invoice

The contractor will set up an mM Education Pack - online account for Alameda County Social Services Agency A total value offering of $1 7640000 to be placed immediately in the mM Education Pack - online account for a price of $14994000

4 Invoices will be approved by the Alameda County Social Services Agency Contract Liaison

5 Contractor shall submit invoice as required to

Alameda county Social Services Agency 2000 San Pablo Ave 4th floor

Oakland CA 94612 Attn Jerome Graham

300f33

C

EXHIBITC COUNTY OF ALAMEDA MINIMUM INSURANCE REQUIREMENTS

Wi1hout limiting MY other obligation or liabilily under this Agreement he Contractor at its sole rost and expense shall secure and keep in force he entire term of he as be he insuranre limits and endorsements

Commercial General Uability Premises Liability Products and Completed Operations Contractual

Personal and liabi B Commercial or Business Automobile Liability

All owned vehicles hired or leased vehicles non-owned borrowed and permissive uses Personal Automobile Liability is acceptable for individual contractors with no related activities Workers Compensation (WC) and Employers Uability (EL)

for all contractors with eml)Jovees

o Endorsements and Conditions

$1000000 per occurrence (CSl) Bodily Injury and Property Damage

$1000000 per occurrence (CSL) My Auto Bodily Injury and Property Damage

or disease

1 ADDmONAL INSURED All insurance required above with the exception of Personal Automobile LiabilityI Workers Compensation and Employers Liability shall be endorsed to name as additional insured County of Alameda its Board of SUpervisors the individual members thereof and all County officers agents employees and representatives

2 DURATION OF COVERAGE All required insurance shall be maintained during the entire term of the Agreement with the following exception Insurance policies and coverage(s) written on aclaims-made basis shall be maintained during the entire term of the Agreement and until 1year following expiration of the Agreemen~ as long as such coverage remains commercially available in the market place

3 REDUCTION OR UMIT OF OBLIGATION The insurance policies provided for in Aand Babove shall be primary and non contributory only with respect to liability arising out of this Agreement Pursuant to the provisions of this Agreement insurance effected or procured by the Contractor shall not reduce or limit Contractors contractual obligation to indemnify and defend the Indemnified Parties

4 INSURER ANANCIAL RAnNG Insurance shall be maintained through an insurer with aAM Best Rating of no less than AshyVlI or equivalen~ and shall be admitted to the State of California unless otherwise waived by Risk Management Acceptance of Contractors insurance by County shall not relieve or decrease the liability of Contractor hereunder My deductible or selfshyinsured retention amount or other similar obligation under the policies shall be the sole responsibility of the Contractor

S SUBCONTRACTORS Contractor shall include all subcontractors as an insured (covered party) under its policies or shall furnish separate certificates and endorsements for each subcontractor All coverages for subcontractors shall be subject to all of the requirements stated herein

6 JOINT VENTURES If Contractor is an association partnership or other joint business venture required insurance shall be provided by anyone of the following methods

- Separate insurance policies issued for each individual entity with each entity included as aNamed Insured (covered party) or at minimum named as an Additional Insured on the others policies Joint insurance program with the association partnership or other joint business venture included as a Named Insured

7 CANCELLATION OF INSURANCE Should any of the above described policies be cancelled before the expiration date thereof notice will be delivered in accordance with the policy provisions

8 CERTIACATE OF INSURANCE Before commencing operations under this Agreemen~ Contractor shall provide Certificate(s) of Insurance and applicable insurance endorsements in form and satisfactory to County evidencing that all required insurance coverage is in effect The County reserves the rights to require the Contractor to provide complete certified copies of all required insurance policies The require certificate(s) and endorsements must be sent to

- DepartmentAgency issuing the contract With acopy to the Contracts Office (2000 San Pablo Ave 4th floor Oakland CA 94612)

Certificate C-1 Form 2001-1

31of33

________________________________ _

Contract No ________

EXHIBITD

COUNTY OF ALAMEDA DEBARMENT AND SUSPENSION CERTIFICATION

(Applicable to all agreements funded in part or whole with federal funds and contracts over $25000)

The contractor under penalty of perjury certifies that except as noted below contractor its principals and any named and unnamed subcontractor

bull Is not currently under suspension debarment voluntary exclusion or

determination of ineligibility by any federal agency

bull Has not been suspended debarred voluntarily excluded or determined

ineligible by any federal agency within the past three years

bull Does not have a proposed debarment pending and

bull Has not been indicted convicted or had a civil judgment rendered against it by

a court of competent jurisdiction in any matter involving fraud or official

misconduct within the past three years

If there are any exceptions to this certification insert the exceptions in the following space

Exceptions will not necessarily result in denial of award but will be considered in determining contractor responsibility For any exception noted above indicate belOw to whom it applies initiating agency and dates of action

Notes Providing false information may result in criminal prosecution or administrative sanctions The above certification is part of the Standard Services Agreement Signing this Standard Services Agreement on the signature portion thereof shall also constitute signature of this Certification

CONTRACTOR __~~__L-

PRINCIPAL~~---ll-I-L-_o_--GlI_V__f___ TITLE~~)(UltJ~ltCJJ St(

SIGNATURE~-+-----=----____ DATEcl ~ (jJ~

32of33

Contract No _______

EXHmITE

COUNTY OF ALAMEDA CONTRACT COMPLIANCE REPORTING REQUIREMENTS

Upon receipt of signed contract documents prime contractor shall immediately enterassign subcontractors in the Syste~ confum payments received from the County within 5 business days in the Syste~ immediately enter payments made to subcontractors and ensure that subcontractors confirm they received payments within 5 business days in the System Subcontractors shall confirm their payments received from the prime contractor within 5 business days in the System

Alameda County Contract Compliance System training and ongoing support are provided at no charge to contractors and participating sub-contractors awarded a contract as a result of this bid process for this project Contractors having contracts with the County should schedule a representative from their officecompany along with each of their subcontractors to attend training The training schedule may be viewed online at httpwwwelationsyscomelatiollsysisupport lhtm or call Elation Systems at (510) 764shy1870 A special access code will be provided to contractors and subcontractors participating in this contract awarded to allow use of the System free of charge

It is the Contractors responsibility to ensure that they and their subcontractors are registered and trained as required to utilize the Alameda County Contract Compliance System Training sessions are approximately one hour and will be held periodically in a number of locations throughout Alameda COWlty

330f33

DATE MDDIYYYYCERTIFICATE OF LIABILITY INSURANCE 211012012

THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMA11ON ONLY AND CONFERS NO RIGHTS UPON TtE CERTFICATE HOLDER THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND EXTEND OR AtTER THE COVERAGE AFFORDED BY THE POUCIES BELOW THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BElWEEN THE ISSUING INSURER(S) AUTHORIZED REPRESENTATIVE OR PRODUCER AND TtE CERTIFICATE HOLDER

IMPORTANT If the certificate holder is an ADDmONAL INSURED the policy(ies) must be endorsed If SUBROGATION IS WAIVED subject to the terms and conditions ofthe policy certain policies may require an endorsement A statement on this certificate does not confer rights to the certificate holder in lieu of such enciorseme s

PROOUCER

Aon Risk Services Northeast Inc 199 Water Street New York NY 10038 Phone 8662667475 Fax 8664677847 AFFORDING COVERAGE HAIC INSURED COMPANY A ACE American Insurance Company

lnIemationaI Business -4achines Corp amp My Other Subsidiary Corp Owned 01 ConIrDlled by the Insured 1 New Orohan Road Armonk NY 10504 United Slates

INSUR

COVERAGES CERllFICATE NUMBER154795 REVISION NUMBER THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED NOTWITHSTANDING ANY REQUIREMENT TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO VllHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS EXCLUSIONS AND CONDITIONS OF SUCH POLICIES LlMrTS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS

INSR (fiUCf EFF POUCfEXPLTR TYPE OF INSURANCE POLICY NUMBER til UMITS

A GENERAL UABIUTY HDOG25529236 5212011 1512112012 EACH OCCURRENCE $1OQMQQ--shy~~ X COMMERCIAl GENERAl LIABILITY PREMISE$Ea ~~ncel 11000 000 = CLAIUS-MAOE [KJ OCCUR UED EXP (Anyone person) S2500000

- I PERSONAl amp ArN INJURY $1000000-

-- ~GENERAL AGGREGotTE $1000000

~L AGGREr9L1MIT ArPER i PROOUCTS-COMP~AGG $1000000

POLICY ~ LOG I i A AUlOIIOBILE UABlUlY ISAH08635948 51212011 51212012 COMBINED SINGLE LIMIT

51000000---shy (Eaarridentll2t ANY AUTO BOOIL Y INJURY (Per personl ALL OWNEO AUTOS f-shy

- ~LY INJURY (Peracddenl) SCHEDULED AUTOS PROPERTY DAMAGE-

- HIREOAUTOS i(Per_) r-middotmiddotmiddotmiddotmiddot

--shy ~AUTOS

I I UlIBRElILA UAB

I

Irl OCCUR i EACH OCCURRENCE

~

EXCESSUAS ~~ CLAIMS-MAOE AGGREGATE

- DEDUCTIBlE

IRETEImON $ WORIltERS COIIPENSA11ON i I~~Ullis I IdegJrANDEMPLOYERSUABUTY YIN shy

ANY PROPRIETORiPARTNERIEXECUTlVE D NIA

I

EL EACH ACCIDENT OFFlCERMEIBIR EXaUOED

I EL DISEASE - EA EMPLOYEE m(MIndaIoIy In NHI

~~~~~TIONSbel i EL OISEASEmiddot POLICY LIMIT

i i I I DESCRIP110N OF OPERATION$ LOCATION$I YEHlCLES Aflach ACORD 101 AcldiUoMlRemrb $chedm is ngtqulroocl)

Please see page 2 for any additional language

CERllFICATE HOLDER CANCELLAllON

Alameda County Department of Social Services 2000 San Pablo Ave Oakland CA 94612 United States

SHOULD ANY OF 1ME ABOVE DESCRIBED POLICIES BE CANCE1lED BEFORE lHE EXPlRA110N DATE lHEREOF NOnce WILL BE DElNERED IN ACCORDANCe WFTH lHE POLICY PROVISIONS

I

AUTHORIZED REPRESENTAlIYE

AuIhcfized ReJgtresenlatve ~_yen~ ~~~~~bullw __ J_ PIaI Risk SenIkes NonheasI Inc

ISgt 1988-2009 ACORD CORPORATION AI righIs reserved

ACORD 25 (2009101 The ACORD name and logo are registered marks ofACORD Page 1 of2

ADDITIONAL REMARKS SCHEDULE AGENCY

Aon Risk Services Northeast Inc 199 Water Street New York NY 10038 Phone 8662667475 Fax 8664677847

NAIlED INSURED IntemaUonal Business Machines CoIp amp Ally Other SubsidiaIy CoIp Owned Of Contro8ed by lIle Insured 1 New Ordlard Road Armonk NY 10504 United Slates

EFFECTIVE DATE

ADDITIONAL REMARKS

THIS ADDITIONAL REMARKS FORM IS A SCHEDULE TO ACORD FORM

FORM NUMBER 25 FORM TITLE CERTIFICATE OF LIABILITY INSURANCE

[Alameda County Department of SOcial Services County of Alameda its Board of SUpervisors the individual members hereof and all County officers agents employees and representatives are hereby named as additional insureds on

General Liability policies but only to the extent that their interest may appear

Additional Language The insurance coverage provided for herein shall be primary and non contributory only wi1h respect to liabHity arising out of this Agreement with respect to liabHity arising out of IBMs negligence and as respects this contract only

Project IBM Education Pack Services

If there is a question regarding this certificate please contact Edward DiNardo (Email dinardoeusibmcom Phone 916-567-2922)

~ operations incidental to the conduct of insureds business in the United States of America

ACORD 101 (2008101) 2008 ACORD CORPORA nON All rights reserved The ACORD name and logo are registered marks of ACORD

Page 20f2

tC~RiJ CERTIFICATE OF LIABILITY INSURANCE I DlTE 1I1IfDOIYYYY)

21102012

THIS CERnFICATE IS ISSUED AS A MATTER OF INFORMA nON ONLY AND CONFERS NO RIGHTS UPON TIE CERTIFICATE HOLDER THIS CERnFICATE DOES NOT AFFlRMAnvaY OR NEGAnVELY AMEND EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POUCIES BELOW THIS CERnFICATE OF INSURANCE DOES NOT CONSTITUlE A CONTRACT BETWEEN THE ISSUING INSURER(S) AUTHORIZED REPRESENTAnVE OR PRODUCER AND TIE CERTIFICATE HOLDER

IMPORTANT Iftlle certifieate holder is an ADDITIONAL INSURED the policy(ies) must be endorsed If SUBROGAnON IS WAIVED subject to the terms and conditions of the policy certain policies may require an endorsement A statement on this certifICate does not confer rights to the certificate holder in lieu of such endorsement(s)

PRODUCER =~NT Aon Risk Services Northeast Inc 1pound Ir~No)199 Water Street New York NY 10038 Phone 8662667475 Fax 8664677847 INSURER(S) AFFORDING COIlERAGE HAIC

INSURED COMPNff A liberty Insurance Corporal

International Business Madlines CoqJ COMNoIY B liberty MulJaIII1SUrIIIIlt8 CcrIyengtany 1 New Ord1ard Road COMNoIY Co National Union Fino ance Company d 1IIIsbtJrgh PA Amlonk NY 10504 United Stales

COVERAGES CERT1FICATE NUMBER154796 REVISION NUMBER- THIS IS TO CERTIFY THAT THE POlICIES OF INSURANCE LISTED BEleW HAVE BEEN ISSueD TO THE INSUREO NAMED ABOVE FOR THE POlICY PERIOD INDICATED NOTWITHSTANDING ANY REQUIREMENT TERM OR CONDITION OF ANY COOTRACT OR OTHER DOCUMENT 1MTH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN THE INSURANCE AFFORDEO BY THE POLICIES DESCRIBEO HEREIN IS SUBJECT TO ALL THE TERMS EXCLUSIONS AND CONDITIONS OF SUCH POliCIES LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID ClAIMS

11tf TYPE OF INSURANCE IIHSR IWVD POLICY NIMIIER ~1fgtUCYEXP UIlITS

GENERAl UAaUlY I EACH OCCURRENCE

COMMERCIAL GENERAl LiABlLI1Y ~~~e~~nce) CLAIMS-MADE D OCCUR MED EXP (Anyone fgten)

PERSONAl amp AlN INJURY

GENERAl AGGREGATE

ESPER ~CT5 - calpop AGG

nLOC AIlOIIOIlILE UAaUlY COMBINED SINGLE LIMIT - (Ea 8Cdde1t)

ANY AUTO BOOI L Y INJURY (Per fgte11lOt)-shy

ALL OWNED AUTOS BODILY INJURY (Per accident)-

- SCHEDULED AUTOS PROPERTY DAMAGE

HIRED AUTOS (Per accident) -

NON-OWNED AUTOS - ~

UIIBRELlA UAB HOCCUR

EACH OCCURRENCE-EXCESSUAB CLAIMS-MADE AGGREGATE

---- DEDUCTIBLE

A WORKERS COIIPENSAllON WA7-6I)()0415ef4Z AOSPRNYlshy 11112012 1III2OIa X I T~~JWs I IO~A AND EMPLOYERS UAaUlY WA7-62D-laquol41SHi12 IYil 11112012 11112013 A YIM WC1~I-ltIOU5amp-I52 (OR WI) 11112012 11112013 $100000A ANY PROIRIETORIPARTNERlEXECUTIVE ~

MIA ~1_ExaNOHl 11112012 11112013 EL EACH ACCIDENT OFACERIMEI4BER EXClUDEDI (Mandatory In NKI

BH2HIC14158-1M2(V1) 11112012 11112013 EL DISEASE- EA EMPLOYEE $1ooampQQc 83-118922 a-) 11112012 IttrlO13

bull ~~~OPERATIONSIlet_ EL DISEASE POliCY LIMIT $100000

bull

DESCRIPllON OF OPERATIONS I LOCAnONS I VEHICLES (Attech ACORD 101 MdIlloMI Renlarlc8lchedule r mono fMICI Is required)

bullbull Includes EL coverage for monopolistic states NO PR WA WY

Please see page 2 for any additional language

CERT1FICATE HOLDER CANCELLATlON

Alameda County Department of Social Services 2000 San Pablo Ave Oakland CA 94612 United States

SHOULD Atlaquo OF THE ABOVE DESCRI8ED POUCIES BE CANCELLED BEFORE THE EXPIRATION DATE 1lIEREOF NOTICE WILL BE DELIVERED IN ACCORDANCE WrrH THE POLICY PROVISIONS

I

AUTHOIIZED REPRESEHTA1IYE

IIiutJori2od ~ smiddot~ _~4-~(~--w ___ --~~ -~kin Risk SeNices Nor1heast Inc

copy 1881-2009 ACORD CORPORA TlON An nghts reserved ACORD 26 (2009109) The ACORD name and logo are registered marks ofACORD

Page 1 of 2

ADDITIONAL REMARKS SCHEDULE AGENCY

ADo Risk Services Northeast Inc 199 Water Street New York NY 10038 Phone 8662667475 Fax 8664677847

NAIlED INSURED International Business Machines Corp 1 New Onhani Road Armonk NY 10504 United states

EFFECTIVE MTE

ADDmONAL REMARKS

THIS ADDITIONAL REMARKS FORM IS A SCHEDULE TO ACORD FORM

FORM NUMBER 25 FORM 11TLE CERTIFICATE OF LIABILITY INSURANCE

Project IBM Education Pack Services

Ifthere is a question regarding this certificate please contact Edward DiNardo (Email dinardoeusibmcom Phone 916-567-2922)

All operations incidental to the conduct of insureds business in the United States of America

ACORD 101 (2008101) C 2008 ACORD CORPORATION All rights reserved The ACORD name and logo are registered mal1ls of ACORD

Page 20f2

AKl K NAKAO Director

G~-r)ipDecember 5 2011

DEC 08 lOl1 TO Caroline Judy Assistant Direltltor GSA

RECE~vED FROM Tudor S Mosu Procurement Specialist n

SUBJECf Finding ofNon-Competition bull Sote Source 2084 Purchase from International Business Machines Corp Sacramento CA

This is to document my finding that competitive bidding is not possible for the purchase ofall IBM Education Pack in tho amount oUI 4994000 for the Social Services Agency (SSA) Infonnation Systems Department and therefore the Departmental Justification to Request a Waiver ofCounty Competitive Bidding Requirement copy attached is approved

In accordance with the County Administrative Code Section 412010 entitled UPurchases to be by Competitive Quotation all purchases of and contracts for materials supplies services fwnishings equipment livestock and other personal property shall be based wherever possible on competitive quotations

I have reviewed and researched the product and marketplace Based on my research ofthe departmental justifi~tion and internet I have detennined the requested product and supplier cannot be substituted and satisfy the Countys requirements International Business Machines Corp (IBM) is the only vendor capable to provide an online account to be used for IBM private courses at SSA on WM business intelligence data warehouse reporting classes IBM will add the SSA content customized to the training environment using Cognos Framework Manager and will provide a suite oftraining public and private courses technical conferences and selfmiddotpaced virtual classes This sole source request was posted on the County website for ten (10) business days and no other proposal was received Therefore competitive quotations are not possible and the request is recommended for your approval

The Social Services Agency is to obtain Board approval for services that exceed $25000 requesting authorization from the President of the Board to sign the contract or approve the purchase The Auditor-Controller issues Board signed contracts and Board approved purchase orders and purchase order changes withwithout signed contracts

te IIktt II Peill-o ValenciaDeputy Direct6rlDate

GSA Office ofAcquisition Policy

SLEB Compliant ______

Date~~~~_________ Director GSA

Attachment(s)

1401 LAKISIDE DRIVU SUITL 907 OAKLND CALIFORNIA 94612 PHmr 5102989600 [AX 5[02089626 wwwlt5(itnc~ovorg

GSA Sole Source Procurements - Alameda County Page lof2o Ala~~da co~ntys Offl~lal ~ebslte Skip County Banner 0 SHARE rJf l

~ go WoOFg i QUick links Citizens Business Seerch aegov IGO I Government Emergencies

GSA Home

Home

Introduction

AwardedClosed Contracts

Current Contracting Opportunltles

Arch 8 Engineering Construction

Sole Source Procurements

Goods 8 Services The contracts described below have been determined to comply with the County Sole Source Policy in ~flesrlonal Services that only a single source is available andor valid sole source exceptions to the competitive process

I-===----f exisl Upcoming ContractIng Opportunities

Arch amp Englnoaring Construction Goods amp Services ProfessIonal ServlceQ

Sole Source Procurements

Highland Project Contracts

AwardedClosedContracts CUlTent Contracting Opportunltles Upcoml Contracting

Contacts Teams

Vendor Info Vendor Guide Vendor Application (Online) Vendor Application

Public Works (PWA) Contracting Opportunities

CDA Construction Contracting Opportunities

StopWasteOrg

Advance NotIce of SoJe Source purchases are posted on-line for a minimum of five (Ii) business days prior to a contract being awarded For any additlonallnformatlon regarding contracts posted on thIs website please contact the appropriate parson listed below Thank you for your interest

Source Contract DescrIption

f1Ef1l Online Training Courses

f1I3JI Repair and Test fIre fighting ProtectiVe Clothing

Electro Shock Guns Cartridges BaHerlee amp Accessories

Estimate Award Date

120212011

11302011

111172011

Contact Person

Tudor S Mosu (510) 208-9614

Tudor S Mosu (510) 208-9614

Tudor S Mosu (510) 208-9614

mhtmIfilelICUserstmosuAppDataLocalMicrosoftWindowsTemporary Internet FilesContentOutlook1OYF6YPOGSA S 1210612011

Alameda County Auclttor-Controller Agencv Office of Contract Compliance OCC

FEDERAL GRANT FUNDS SMALL LOCAL EMERGING BUSINESS (SUI) WAIVER REQUEST

REQUIREDTOSOUCIT BlOSPROPOSALSAND AWARt)AMENO CONTRACTS THAT INCUJDe FtoERAl GRANT FUNDS THAT fROHI51l GIOORAPHICAl PREFERENCE)

mSfCDOfltcompr middot6 bbw and submit fhts form wlfh supporifng doclfrnentaion pecificolty stoHng that geographle preferences om bonnad fer the requetfed procurement to Tcmtnee TRlong Auditor Controller ace a QC 20111 or vIa email tot1Wlmf1lmn9_~99Uponapprovala fampdeKal Fundt WaNer number wm be I$SitEtd This numbM Is a mandatOf) field rGqooed tQ enter Q Procurement CollirUct In ALCOUMt ace wlJi mft-m upprovaill and denkds to tile Requesfing Depmtmem listed belew It IIIIftoI WQJvCW Is to $Cliett bids resubmlt c IOPY of the originally signed form Q nsed to tIWOrdlarYileM eo~ttI~ rlllquired addltlOlQllnfOOYlofl~l (3JiC bllliowl

1 Requasiing Department Ncme~_~~~9______ _~__________

A Contact First and Lost Nome~a~y Chen ___ _____ QiC 20203 __

8 Email Address~~~aOQCVmiddotorg ___ Phone Number ~~~~~ ____ 2 Procu~ement Oescriptlcm To p~asl an IB~~~tl0f~Jntonlln~ account) th~~lIIJr~~~

_IB~~~~gn~ pub~8 p~ate traini~gtpoundOUrses far saA Siaff _ CFOA No _9_~_5_5e___

3 1~~l9n~ checK aP2rgl~~~QY to fndrcqjg reason forYfaiver re9Y~______---

A 0 SoBd Bids with County Counsel approved modifled SlEB provlslons ___1___L__ ~

Wmvef Requeii ~ I=====================u____ t-__----i _101gt~r---------------- w 4 - bull _ IiT__ __ middot_-------1bull -- bullbull loW

IB II Award Contract wih COllnty COlJnSel OPPlOV(~ modifiampi SlES provIsions J IlL3 I W4livElf hquaat Delfs I

l ControctorNameCitYIM~IaClesett --~------------- iI Total Contract ValtJe $1499~O~ 5 3 fs i

L 3 fpoundlltroct S~ Date ~LJ~)2 U- COltmct End Dote=--zbJ~_IT1- - ~----- --~ -------- C 0 Contract Amendment --1_~J_ Also complete R 11 B2) and B 3) above WaWQr Req~Date

Dnme expiration Dote __~J1_ bull OMoo6Y Increase Amount $___~__~ ----~----~-- shy4 g Check here to in(iicate thai the FedefQ~ regulation Is ofialChed and speciflcally prohibits

geographical preferencs$ rrown he proc)r~met1 described above

Federal Re~Jutotlon NameNumber H~ltht~ S~~~L2~45ER~_~__~_

5 pound1 Che~~k here to lndicats that the Fedarar grant fundi are sub granted or PQssed through the State to the Couniy where State laws prohibit geogroph1cai preferences from the proctffemenf described obove and sub granf documerlts are aHached

State Regulation NomeNum r---=__

6 ---~~~~~~~gt-r--4-----n7io-y----shy r OClte

EPLS Search Results Page 1 of 1

Excluded Parties List System EPLS

Search Results Excluded By Firm Entity or Vessel International Business Machines Corporation

as of 14-Feb-2012 229 PM EST

Your search returned no results

httpsllwwweplsgoveplssearchdo full_name= Intemational+Business+Machines+Corpo 2142012

Contract No ________

limitation of liability

Circumstances may arise where because of a default on our part or other liability you are entitled to recover damages from us In each such instance except for the payments referred to in our patent and copyright terms described above and damages for bodily injury (including death) and damage to real property and tangible personal property for which mM is legally Hable we are liable only for the charges for the class or education material that is the subject of the claim

This limit also applies to any ofour subcontractors It is the maximum for which we are collectively responsible

Items for which we are not liable Under no circumstances are we or our subcontractors liable for any of the following

] third-party claims against you for losses or damages (except as described above in the section entitled Patents and Copyrights and damages for bodily injury (including death) and damage to real property and tangible personal property for which mM is legally liable)

2 loss of or damage to your records or data or 3 special incidental or indirect damages or for any economic consequential damages (including lost

profits or savings) even ifwe are informed oftheir possibility

license

Any machine readable education materials that we provide to you will be subject to the terms and conditions ofa license agreement We will inform you of the applicable agreement

Warranty

THERE ARE NO EXPRESS WARRANTIES EXCEPT THOSE CONTAINED HEREIN OR IN ANY APPUCABLE UCENSE AGREEMENT THERE ARE NO IMPUED WARRANTIES INCLUDING BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE WE MAKE NO WARRANTY AS TO RESULTS TO BE ATTAINED BY ATTENDING OUR CLASSES OR USING OUR EDUCATION MATERIALS

Changes to this agreement

We may modifY these terms and conditions on written notice The modified terms and conditions will apply to your enrollment or order unless you cancel such enrollment or order prior to the effective date Otherwise for a change to be valid both of us must sign it Additional or different terms and conditions in any order or communication from you are void

General

bull You agree not to copy our copyrighted material without our prior written consent bull You agree not to use recording equipment in our classes without our prior written consent bull You agree not to use our trademarks trade names or other designations in any promotion or publication without our prior written consent bull You agree not to assign or otherwise transfer your rights under this Agreement without our prior

28of33

Contract No ________

written consent Any attempt to do so is void bull Neither of us is responsible for failure to fulfill any obligations due to causes beyond its control bull Neither ofus will bring a legal action (under this Agreement) more than two years after the cause of action arose bull Any terms of this Agreement which by their nature extend beyond its termination remain in effect until fulfilled and apply to respective successors and assignees

290f33

Contract No ________

EXHIBITB PAYMENT TERMS

1 The tenn ofthis Agreement is March 1 2012 through March 31 2013

2 Total payment under the tenns of this Agreement will not exceed the total amount of $14994000 This cost includes all taxes and all other charges

3 Invoices to County are due upon receipt of invoice and payable within thirty (30) days from receipt of invoice

The contractor will set up an mM Education Pack - online account for Alameda County Social Services Agency A total value offering of $1 7640000 to be placed immediately in the mM Education Pack - online account for a price of $14994000

4 Invoices will be approved by the Alameda County Social Services Agency Contract Liaison

5 Contractor shall submit invoice as required to

Alameda county Social Services Agency 2000 San Pablo Ave 4th floor

Oakland CA 94612 Attn Jerome Graham

300f33

C

EXHIBITC COUNTY OF ALAMEDA MINIMUM INSURANCE REQUIREMENTS

Wi1hout limiting MY other obligation or liabilily under this Agreement he Contractor at its sole rost and expense shall secure and keep in force he entire term of he as be he insuranre limits and endorsements

Commercial General Uability Premises Liability Products and Completed Operations Contractual

Personal and liabi B Commercial or Business Automobile Liability

All owned vehicles hired or leased vehicles non-owned borrowed and permissive uses Personal Automobile Liability is acceptable for individual contractors with no related activities Workers Compensation (WC) and Employers Uability (EL)

for all contractors with eml)Jovees

o Endorsements and Conditions

$1000000 per occurrence (CSl) Bodily Injury and Property Damage

$1000000 per occurrence (CSL) My Auto Bodily Injury and Property Damage

or disease

1 ADDmONAL INSURED All insurance required above with the exception of Personal Automobile LiabilityI Workers Compensation and Employers Liability shall be endorsed to name as additional insured County of Alameda its Board of SUpervisors the individual members thereof and all County officers agents employees and representatives

2 DURATION OF COVERAGE All required insurance shall be maintained during the entire term of the Agreement with the following exception Insurance policies and coverage(s) written on aclaims-made basis shall be maintained during the entire term of the Agreement and until 1year following expiration of the Agreemen~ as long as such coverage remains commercially available in the market place

3 REDUCTION OR UMIT OF OBLIGATION The insurance policies provided for in Aand Babove shall be primary and non contributory only with respect to liability arising out of this Agreement Pursuant to the provisions of this Agreement insurance effected or procured by the Contractor shall not reduce or limit Contractors contractual obligation to indemnify and defend the Indemnified Parties

4 INSURER ANANCIAL RAnNG Insurance shall be maintained through an insurer with aAM Best Rating of no less than AshyVlI or equivalen~ and shall be admitted to the State of California unless otherwise waived by Risk Management Acceptance of Contractors insurance by County shall not relieve or decrease the liability of Contractor hereunder My deductible or selfshyinsured retention amount or other similar obligation under the policies shall be the sole responsibility of the Contractor

S SUBCONTRACTORS Contractor shall include all subcontractors as an insured (covered party) under its policies or shall furnish separate certificates and endorsements for each subcontractor All coverages for subcontractors shall be subject to all of the requirements stated herein

6 JOINT VENTURES If Contractor is an association partnership or other joint business venture required insurance shall be provided by anyone of the following methods

- Separate insurance policies issued for each individual entity with each entity included as aNamed Insured (covered party) or at minimum named as an Additional Insured on the others policies Joint insurance program with the association partnership or other joint business venture included as a Named Insured

7 CANCELLATION OF INSURANCE Should any of the above described policies be cancelled before the expiration date thereof notice will be delivered in accordance with the policy provisions

8 CERTIACATE OF INSURANCE Before commencing operations under this Agreemen~ Contractor shall provide Certificate(s) of Insurance and applicable insurance endorsements in form and satisfactory to County evidencing that all required insurance coverage is in effect The County reserves the rights to require the Contractor to provide complete certified copies of all required insurance policies The require certificate(s) and endorsements must be sent to

- DepartmentAgency issuing the contract With acopy to the Contracts Office (2000 San Pablo Ave 4th floor Oakland CA 94612)

Certificate C-1 Form 2001-1

31of33

________________________________ _

Contract No ________

EXHIBITD

COUNTY OF ALAMEDA DEBARMENT AND SUSPENSION CERTIFICATION

(Applicable to all agreements funded in part or whole with federal funds and contracts over $25000)

The contractor under penalty of perjury certifies that except as noted below contractor its principals and any named and unnamed subcontractor

bull Is not currently under suspension debarment voluntary exclusion or

determination of ineligibility by any federal agency

bull Has not been suspended debarred voluntarily excluded or determined

ineligible by any federal agency within the past three years

bull Does not have a proposed debarment pending and

bull Has not been indicted convicted or had a civil judgment rendered against it by

a court of competent jurisdiction in any matter involving fraud or official

misconduct within the past three years

If there are any exceptions to this certification insert the exceptions in the following space

Exceptions will not necessarily result in denial of award but will be considered in determining contractor responsibility For any exception noted above indicate belOw to whom it applies initiating agency and dates of action

Notes Providing false information may result in criminal prosecution or administrative sanctions The above certification is part of the Standard Services Agreement Signing this Standard Services Agreement on the signature portion thereof shall also constitute signature of this Certification

CONTRACTOR __~~__L-

PRINCIPAL~~---ll-I-L-_o_--GlI_V__f___ TITLE~~)(UltJ~ltCJJ St(

SIGNATURE~-+-----=----____ DATEcl ~ (jJ~

32of33

Contract No _______

EXHmITE

COUNTY OF ALAMEDA CONTRACT COMPLIANCE REPORTING REQUIREMENTS

Upon receipt of signed contract documents prime contractor shall immediately enterassign subcontractors in the Syste~ confum payments received from the County within 5 business days in the Syste~ immediately enter payments made to subcontractors and ensure that subcontractors confirm they received payments within 5 business days in the System Subcontractors shall confirm their payments received from the prime contractor within 5 business days in the System

Alameda County Contract Compliance System training and ongoing support are provided at no charge to contractors and participating sub-contractors awarded a contract as a result of this bid process for this project Contractors having contracts with the County should schedule a representative from their officecompany along with each of their subcontractors to attend training The training schedule may be viewed online at httpwwwelationsyscomelatiollsysisupport lhtm or call Elation Systems at (510) 764shy1870 A special access code will be provided to contractors and subcontractors participating in this contract awarded to allow use of the System free of charge

It is the Contractors responsibility to ensure that they and their subcontractors are registered and trained as required to utilize the Alameda County Contract Compliance System Training sessions are approximately one hour and will be held periodically in a number of locations throughout Alameda COWlty

330f33

DATE MDDIYYYYCERTIFICATE OF LIABILITY INSURANCE 211012012

THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMA11ON ONLY AND CONFERS NO RIGHTS UPON TtE CERTFICATE HOLDER THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND EXTEND OR AtTER THE COVERAGE AFFORDED BY THE POUCIES BELOW THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BElWEEN THE ISSUING INSURER(S) AUTHORIZED REPRESENTATIVE OR PRODUCER AND TtE CERTIFICATE HOLDER

IMPORTANT If the certificate holder is an ADDmONAL INSURED the policy(ies) must be endorsed If SUBROGATION IS WAIVED subject to the terms and conditions ofthe policy certain policies may require an endorsement A statement on this certificate does not confer rights to the certificate holder in lieu of such enciorseme s

PROOUCER

Aon Risk Services Northeast Inc 199 Water Street New York NY 10038 Phone 8662667475 Fax 8664677847 AFFORDING COVERAGE HAIC INSURED COMPANY A ACE American Insurance Company

lnIemationaI Business -4achines Corp amp My Other Subsidiary Corp Owned 01 ConIrDlled by the Insured 1 New Orohan Road Armonk NY 10504 United Slates

INSUR

COVERAGES CERllFICATE NUMBER154795 REVISION NUMBER THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED NOTWITHSTANDING ANY REQUIREMENT TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO VllHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS EXCLUSIONS AND CONDITIONS OF SUCH POLICIES LlMrTS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS

INSR (fiUCf EFF POUCfEXPLTR TYPE OF INSURANCE POLICY NUMBER til UMITS

A GENERAL UABIUTY HDOG25529236 5212011 1512112012 EACH OCCURRENCE $1OQMQQ--shy~~ X COMMERCIAl GENERAl LIABILITY PREMISE$Ea ~~ncel 11000 000 = CLAIUS-MAOE [KJ OCCUR UED EXP (Anyone person) S2500000

- I PERSONAl amp ArN INJURY $1000000-

-- ~GENERAL AGGREGotTE $1000000

~L AGGREr9L1MIT ArPER i PROOUCTS-COMP~AGG $1000000

POLICY ~ LOG I i A AUlOIIOBILE UABlUlY ISAH08635948 51212011 51212012 COMBINED SINGLE LIMIT

51000000---shy (Eaarridentll2t ANY AUTO BOOIL Y INJURY (Per personl ALL OWNEO AUTOS f-shy

- ~LY INJURY (Peracddenl) SCHEDULED AUTOS PROPERTY DAMAGE-

- HIREOAUTOS i(Per_) r-middotmiddotmiddotmiddotmiddot

--shy ~AUTOS

I I UlIBRElILA UAB

I

Irl OCCUR i EACH OCCURRENCE

~

EXCESSUAS ~~ CLAIMS-MAOE AGGREGATE

- DEDUCTIBlE

IRETEImON $ WORIltERS COIIPENSA11ON i I~~Ullis I IdegJrANDEMPLOYERSUABUTY YIN shy

ANY PROPRIETORiPARTNERIEXECUTlVE D NIA

I

EL EACH ACCIDENT OFFlCERMEIBIR EXaUOED

I EL DISEASE - EA EMPLOYEE m(MIndaIoIy In NHI

~~~~~TIONSbel i EL OISEASEmiddot POLICY LIMIT

i i I I DESCRIP110N OF OPERATION$ LOCATION$I YEHlCLES Aflach ACORD 101 AcldiUoMlRemrb $chedm is ngtqulroocl)

Please see page 2 for any additional language

CERllFICATE HOLDER CANCELLAllON

Alameda County Department of Social Services 2000 San Pablo Ave Oakland CA 94612 United States

SHOULD ANY OF 1ME ABOVE DESCRIBED POLICIES BE CANCE1lED BEFORE lHE EXPlRA110N DATE lHEREOF NOnce WILL BE DElNERED IN ACCORDANCe WFTH lHE POLICY PROVISIONS

I

AUTHORIZED REPRESENTAlIYE

AuIhcfized ReJgtresenlatve ~_yen~ ~~~~~bullw __ J_ PIaI Risk SenIkes NonheasI Inc

ISgt 1988-2009 ACORD CORPORATION AI righIs reserved

ACORD 25 (2009101 The ACORD name and logo are registered marks ofACORD Page 1 of2

ADDITIONAL REMARKS SCHEDULE AGENCY

Aon Risk Services Northeast Inc 199 Water Street New York NY 10038 Phone 8662667475 Fax 8664677847

NAIlED INSURED IntemaUonal Business Machines CoIp amp Ally Other SubsidiaIy CoIp Owned Of Contro8ed by lIle Insured 1 New Ordlard Road Armonk NY 10504 United Slates

EFFECTIVE DATE

ADDITIONAL REMARKS

THIS ADDITIONAL REMARKS FORM IS A SCHEDULE TO ACORD FORM

FORM NUMBER 25 FORM TITLE CERTIFICATE OF LIABILITY INSURANCE

[Alameda County Department of SOcial Services County of Alameda its Board of SUpervisors the individual members hereof and all County officers agents employees and representatives are hereby named as additional insureds on

General Liability policies but only to the extent that their interest may appear

Additional Language The insurance coverage provided for herein shall be primary and non contributory only wi1h respect to liabHity arising out of this Agreement with respect to liabHity arising out of IBMs negligence and as respects this contract only

Project IBM Education Pack Services

If there is a question regarding this certificate please contact Edward DiNardo (Email dinardoeusibmcom Phone 916-567-2922)

~ operations incidental to the conduct of insureds business in the United States of America

ACORD 101 (2008101) 2008 ACORD CORPORA nON All rights reserved The ACORD name and logo are registered marks of ACORD

Page 20f2

tC~RiJ CERTIFICATE OF LIABILITY INSURANCE I DlTE 1I1IfDOIYYYY)

21102012

THIS CERnFICATE IS ISSUED AS A MATTER OF INFORMA nON ONLY AND CONFERS NO RIGHTS UPON TIE CERTIFICATE HOLDER THIS CERnFICATE DOES NOT AFFlRMAnvaY OR NEGAnVELY AMEND EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POUCIES BELOW THIS CERnFICATE OF INSURANCE DOES NOT CONSTITUlE A CONTRACT BETWEEN THE ISSUING INSURER(S) AUTHORIZED REPRESENTAnVE OR PRODUCER AND TIE CERTIFICATE HOLDER

IMPORTANT Iftlle certifieate holder is an ADDITIONAL INSURED the policy(ies) must be endorsed If SUBROGAnON IS WAIVED subject to the terms and conditions of the policy certain policies may require an endorsement A statement on this certifICate does not confer rights to the certificate holder in lieu of such endorsement(s)

PRODUCER =~NT Aon Risk Services Northeast Inc 1pound Ir~No)199 Water Street New York NY 10038 Phone 8662667475 Fax 8664677847 INSURER(S) AFFORDING COIlERAGE HAIC

INSURED COMPNff A liberty Insurance Corporal

International Business Madlines CoqJ COMNoIY B liberty MulJaIII1SUrIIIIlt8 CcrIyengtany 1 New Ord1ard Road COMNoIY Co National Union Fino ance Company d 1IIIsbtJrgh PA Amlonk NY 10504 United Stales

COVERAGES CERT1FICATE NUMBER154796 REVISION NUMBER- THIS IS TO CERTIFY THAT THE POlICIES OF INSURANCE LISTED BEleW HAVE BEEN ISSueD TO THE INSUREO NAMED ABOVE FOR THE POlICY PERIOD INDICATED NOTWITHSTANDING ANY REQUIREMENT TERM OR CONDITION OF ANY COOTRACT OR OTHER DOCUMENT 1MTH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN THE INSURANCE AFFORDEO BY THE POLICIES DESCRIBEO HEREIN IS SUBJECT TO ALL THE TERMS EXCLUSIONS AND CONDITIONS OF SUCH POliCIES LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID ClAIMS

11tf TYPE OF INSURANCE IIHSR IWVD POLICY NIMIIER ~1fgtUCYEXP UIlITS

GENERAl UAaUlY I EACH OCCURRENCE

COMMERCIAL GENERAl LiABlLI1Y ~~~e~~nce) CLAIMS-MADE D OCCUR MED EXP (Anyone fgten)

PERSONAl amp AlN INJURY

GENERAl AGGREGATE

ESPER ~CT5 - calpop AGG

nLOC AIlOIIOIlILE UAaUlY COMBINED SINGLE LIMIT - (Ea 8Cdde1t)

ANY AUTO BOOI L Y INJURY (Per fgte11lOt)-shy

ALL OWNED AUTOS BODILY INJURY (Per accident)-

- SCHEDULED AUTOS PROPERTY DAMAGE

HIRED AUTOS (Per accident) -

NON-OWNED AUTOS - ~

UIIBRELlA UAB HOCCUR

EACH OCCURRENCE-EXCESSUAB CLAIMS-MADE AGGREGATE

---- DEDUCTIBLE

A WORKERS COIIPENSAllON WA7-6I)()0415ef4Z AOSPRNYlshy 11112012 1III2OIa X I T~~JWs I IO~A AND EMPLOYERS UAaUlY WA7-62D-laquol41SHi12 IYil 11112012 11112013 A YIM WC1~I-ltIOU5amp-I52 (OR WI) 11112012 11112013 $100000A ANY PROIRIETORIPARTNERlEXECUTIVE ~

MIA ~1_ExaNOHl 11112012 11112013 EL EACH ACCIDENT OFACERIMEI4BER EXClUDEDI (Mandatory In NKI

BH2HIC14158-1M2(V1) 11112012 11112013 EL DISEASE- EA EMPLOYEE $1ooampQQc 83-118922 a-) 11112012 IttrlO13

bull ~~~OPERATIONSIlet_ EL DISEASE POliCY LIMIT $100000

bull

DESCRIPllON OF OPERATIONS I LOCAnONS I VEHICLES (Attech ACORD 101 MdIlloMI Renlarlc8lchedule r mono fMICI Is required)

bullbull Includes EL coverage for monopolistic states NO PR WA WY

Please see page 2 for any additional language

CERT1FICATE HOLDER CANCELLATlON

Alameda County Department of Social Services 2000 San Pablo Ave Oakland CA 94612 United States

SHOULD Atlaquo OF THE ABOVE DESCRI8ED POUCIES BE CANCELLED BEFORE THE EXPIRATION DATE 1lIEREOF NOTICE WILL BE DELIVERED IN ACCORDANCE WrrH THE POLICY PROVISIONS

I

AUTHOIIZED REPRESEHTA1IYE

IIiutJori2od ~ smiddot~ _~4-~(~--w ___ --~~ -~kin Risk SeNices Nor1heast Inc

copy 1881-2009 ACORD CORPORA TlON An nghts reserved ACORD 26 (2009109) The ACORD name and logo are registered marks ofACORD

Page 1 of 2

ADDITIONAL REMARKS SCHEDULE AGENCY

ADo Risk Services Northeast Inc 199 Water Street New York NY 10038 Phone 8662667475 Fax 8664677847

NAIlED INSURED International Business Machines Corp 1 New Onhani Road Armonk NY 10504 United states

EFFECTIVE MTE

ADDmONAL REMARKS

THIS ADDITIONAL REMARKS FORM IS A SCHEDULE TO ACORD FORM

FORM NUMBER 25 FORM 11TLE CERTIFICATE OF LIABILITY INSURANCE

Project IBM Education Pack Services

Ifthere is a question regarding this certificate please contact Edward DiNardo (Email dinardoeusibmcom Phone 916-567-2922)

All operations incidental to the conduct of insureds business in the United States of America

ACORD 101 (2008101) C 2008 ACORD CORPORATION All rights reserved The ACORD name and logo are registered mal1ls of ACORD

Page 20f2

AKl K NAKAO Director

G~-r)ipDecember 5 2011

DEC 08 lOl1 TO Caroline Judy Assistant Direltltor GSA

RECE~vED FROM Tudor S Mosu Procurement Specialist n

SUBJECf Finding ofNon-Competition bull Sote Source 2084 Purchase from International Business Machines Corp Sacramento CA

This is to document my finding that competitive bidding is not possible for the purchase ofall IBM Education Pack in tho amount oUI 4994000 for the Social Services Agency (SSA) Infonnation Systems Department and therefore the Departmental Justification to Request a Waiver ofCounty Competitive Bidding Requirement copy attached is approved

In accordance with the County Administrative Code Section 412010 entitled UPurchases to be by Competitive Quotation all purchases of and contracts for materials supplies services fwnishings equipment livestock and other personal property shall be based wherever possible on competitive quotations

I have reviewed and researched the product and marketplace Based on my research ofthe departmental justifi~tion and internet I have detennined the requested product and supplier cannot be substituted and satisfy the Countys requirements International Business Machines Corp (IBM) is the only vendor capable to provide an online account to be used for IBM private courses at SSA on WM business intelligence data warehouse reporting classes IBM will add the SSA content customized to the training environment using Cognos Framework Manager and will provide a suite oftraining public and private courses technical conferences and selfmiddotpaced virtual classes This sole source request was posted on the County website for ten (10) business days and no other proposal was received Therefore competitive quotations are not possible and the request is recommended for your approval

The Social Services Agency is to obtain Board approval for services that exceed $25000 requesting authorization from the President of the Board to sign the contract or approve the purchase The Auditor-Controller issues Board signed contracts and Board approved purchase orders and purchase order changes withwithout signed contracts

te IIktt II Peill-o ValenciaDeputy Direct6rlDate

GSA Office ofAcquisition Policy

SLEB Compliant ______

Date~~~~_________ Director GSA

Attachment(s)

1401 LAKISIDE DRIVU SUITL 907 OAKLND CALIFORNIA 94612 PHmr 5102989600 [AX 5[02089626 wwwlt5(itnc~ovorg

GSA Sole Source Procurements - Alameda County Page lof2o Ala~~da co~ntys Offl~lal ~ebslte Skip County Banner 0 SHARE rJf l

~ go WoOFg i QUick links Citizens Business Seerch aegov IGO I Government Emergencies

GSA Home

Home

Introduction

AwardedClosed Contracts

Current Contracting Opportunltles

Arch 8 Engineering Construction

Sole Source Procurements

Goods 8 Services The contracts described below have been determined to comply with the County Sole Source Policy in ~flesrlonal Services that only a single source is available andor valid sole source exceptions to the competitive process

I-===----f exisl Upcoming ContractIng Opportunities

Arch amp Englnoaring Construction Goods amp Services ProfessIonal ServlceQ

Sole Source Procurements

Highland Project Contracts

AwardedClosedContracts CUlTent Contracting Opportunltles Upcoml Contracting

Contacts Teams

Vendor Info Vendor Guide Vendor Application (Online) Vendor Application

Public Works (PWA) Contracting Opportunities

CDA Construction Contracting Opportunities

StopWasteOrg

Advance NotIce of SoJe Source purchases are posted on-line for a minimum of five (Ii) business days prior to a contract being awarded For any additlonallnformatlon regarding contracts posted on thIs website please contact the appropriate parson listed below Thank you for your interest

Source Contract DescrIption

f1Ef1l Online Training Courses

f1I3JI Repair and Test fIre fighting ProtectiVe Clothing

Electro Shock Guns Cartridges BaHerlee amp Accessories

Estimate Award Date

120212011

11302011

111172011

Contact Person

Tudor S Mosu (510) 208-9614

Tudor S Mosu (510) 208-9614

Tudor S Mosu (510) 208-9614

mhtmIfilelICUserstmosuAppDataLocalMicrosoftWindowsTemporary Internet FilesContentOutlook1OYF6YPOGSA S 1210612011

Alameda County Auclttor-Controller Agencv Office of Contract Compliance OCC

FEDERAL GRANT FUNDS SMALL LOCAL EMERGING BUSINESS (SUI) WAIVER REQUEST

REQUIREDTOSOUCIT BlOSPROPOSALSAND AWARt)AMENO CONTRACTS THAT INCUJDe FtoERAl GRANT FUNDS THAT fROHI51l GIOORAPHICAl PREFERENCE)

mSfCDOfltcompr middot6 bbw and submit fhts form wlfh supporifng doclfrnentaion pecificolty stoHng that geographle preferences om bonnad fer the requetfed procurement to Tcmtnee TRlong Auditor Controller ace a QC 20111 or vIa email tot1Wlmf1lmn9_~99Uponapprovala fampdeKal Fundt WaNer number wm be I$SitEtd This numbM Is a mandatOf) field rGqooed tQ enter Q Procurement CollirUct In ALCOUMt ace wlJi mft-m upprovaill and denkds to tile Requesfing Depmtmem listed belew It IIIIftoI WQJvCW Is to $Cliett bids resubmlt c IOPY of the originally signed form Q nsed to tIWOrdlarYileM eo~ttI~ rlllquired addltlOlQllnfOOYlofl~l (3JiC bllliowl

1 Requasiing Department Ncme~_~~~9______ _~__________

A Contact First and Lost Nome~a~y Chen ___ _____ QiC 20203 __

8 Email Address~~~aOQCVmiddotorg ___ Phone Number ~~~~~ ____ 2 Procu~ement Oescriptlcm To p~asl an IB~~~tl0f~Jntonlln~ account) th~~lIIJr~~~

_IB~~~~gn~ pub~8 p~ate traini~gtpoundOUrses far saA Siaff _ CFOA No _9_~_5_5e___

3 1~~l9n~ checK aP2rgl~~~QY to fndrcqjg reason forYfaiver re9Y~______---

A 0 SoBd Bids with County Counsel approved modifled SlEB provlslons ___1___L__ ~

Wmvef Requeii ~ I=====================u____ t-__----i _101gt~r---------------- w 4 - bull _ IiT__ __ middot_-------1bull -- bullbull loW

IB II Award Contract wih COllnty COlJnSel OPPlOV(~ modifiampi SlES provIsions J IlL3 I W4livElf hquaat Delfs I

l ControctorNameCitYIM~IaClesett --~------------- iI Total Contract ValtJe $1499~O~ 5 3 fs i

L 3 fpoundlltroct S~ Date ~LJ~)2 U- COltmct End Dote=--zbJ~_IT1- - ~----- --~ -------- C 0 Contract Amendment --1_~J_ Also complete R 11 B2) and B 3) above WaWQr Req~Date

Dnme expiration Dote __~J1_ bull OMoo6Y Increase Amount $___~__~ ----~----~-- shy4 g Check here to in(iicate thai the FedefQ~ regulation Is ofialChed and speciflcally prohibits

geographical preferencs$ rrown he proc)r~met1 described above

Federal Re~Jutotlon NameNumber H~ltht~ S~~~L2~45ER~_~__~_

5 pound1 Che~~k here to lndicats that the Fedarar grant fundi are sub granted or PQssed through the State to the Couniy where State laws prohibit geogroph1cai preferences from the proctffemenf described obove and sub granf documerlts are aHached

State Regulation NomeNum r---=__

6 ---~~~~~~~gt-r--4-----n7io-y----shy r OClte

EPLS Search Results Page 1 of 1

Excluded Parties List System EPLS

Search Results Excluded By Firm Entity or Vessel International Business Machines Corporation

as of 14-Feb-2012 229 PM EST

Your search returned no results

httpsllwwweplsgoveplssearchdo full_name= Intemational+Business+Machines+Corpo 2142012

Contract No ________

written consent Any attempt to do so is void bull Neither of us is responsible for failure to fulfill any obligations due to causes beyond its control bull Neither ofus will bring a legal action (under this Agreement) more than two years after the cause of action arose bull Any terms of this Agreement which by their nature extend beyond its termination remain in effect until fulfilled and apply to respective successors and assignees

290f33

Contract No ________

EXHIBITB PAYMENT TERMS

1 The tenn ofthis Agreement is March 1 2012 through March 31 2013

2 Total payment under the tenns of this Agreement will not exceed the total amount of $14994000 This cost includes all taxes and all other charges

3 Invoices to County are due upon receipt of invoice and payable within thirty (30) days from receipt of invoice

The contractor will set up an mM Education Pack - online account for Alameda County Social Services Agency A total value offering of $1 7640000 to be placed immediately in the mM Education Pack - online account for a price of $14994000

4 Invoices will be approved by the Alameda County Social Services Agency Contract Liaison

5 Contractor shall submit invoice as required to

Alameda county Social Services Agency 2000 San Pablo Ave 4th floor

Oakland CA 94612 Attn Jerome Graham

300f33

C

EXHIBITC COUNTY OF ALAMEDA MINIMUM INSURANCE REQUIREMENTS

Wi1hout limiting MY other obligation or liabilily under this Agreement he Contractor at its sole rost and expense shall secure and keep in force he entire term of he as be he insuranre limits and endorsements

Commercial General Uability Premises Liability Products and Completed Operations Contractual

Personal and liabi B Commercial or Business Automobile Liability

All owned vehicles hired or leased vehicles non-owned borrowed and permissive uses Personal Automobile Liability is acceptable for individual contractors with no related activities Workers Compensation (WC) and Employers Uability (EL)

for all contractors with eml)Jovees

o Endorsements and Conditions

$1000000 per occurrence (CSl) Bodily Injury and Property Damage

$1000000 per occurrence (CSL) My Auto Bodily Injury and Property Damage

or disease

1 ADDmONAL INSURED All insurance required above with the exception of Personal Automobile LiabilityI Workers Compensation and Employers Liability shall be endorsed to name as additional insured County of Alameda its Board of SUpervisors the individual members thereof and all County officers agents employees and representatives

2 DURATION OF COVERAGE All required insurance shall be maintained during the entire term of the Agreement with the following exception Insurance policies and coverage(s) written on aclaims-made basis shall be maintained during the entire term of the Agreement and until 1year following expiration of the Agreemen~ as long as such coverage remains commercially available in the market place

3 REDUCTION OR UMIT OF OBLIGATION The insurance policies provided for in Aand Babove shall be primary and non contributory only with respect to liability arising out of this Agreement Pursuant to the provisions of this Agreement insurance effected or procured by the Contractor shall not reduce or limit Contractors contractual obligation to indemnify and defend the Indemnified Parties

4 INSURER ANANCIAL RAnNG Insurance shall be maintained through an insurer with aAM Best Rating of no less than AshyVlI or equivalen~ and shall be admitted to the State of California unless otherwise waived by Risk Management Acceptance of Contractors insurance by County shall not relieve or decrease the liability of Contractor hereunder My deductible or selfshyinsured retention amount or other similar obligation under the policies shall be the sole responsibility of the Contractor

S SUBCONTRACTORS Contractor shall include all subcontractors as an insured (covered party) under its policies or shall furnish separate certificates and endorsements for each subcontractor All coverages for subcontractors shall be subject to all of the requirements stated herein

6 JOINT VENTURES If Contractor is an association partnership or other joint business venture required insurance shall be provided by anyone of the following methods

- Separate insurance policies issued for each individual entity with each entity included as aNamed Insured (covered party) or at minimum named as an Additional Insured on the others policies Joint insurance program with the association partnership or other joint business venture included as a Named Insured

7 CANCELLATION OF INSURANCE Should any of the above described policies be cancelled before the expiration date thereof notice will be delivered in accordance with the policy provisions

8 CERTIACATE OF INSURANCE Before commencing operations under this Agreemen~ Contractor shall provide Certificate(s) of Insurance and applicable insurance endorsements in form and satisfactory to County evidencing that all required insurance coverage is in effect The County reserves the rights to require the Contractor to provide complete certified copies of all required insurance policies The require certificate(s) and endorsements must be sent to

- DepartmentAgency issuing the contract With acopy to the Contracts Office (2000 San Pablo Ave 4th floor Oakland CA 94612)

Certificate C-1 Form 2001-1

31of33

________________________________ _

Contract No ________

EXHIBITD

COUNTY OF ALAMEDA DEBARMENT AND SUSPENSION CERTIFICATION

(Applicable to all agreements funded in part or whole with federal funds and contracts over $25000)

The contractor under penalty of perjury certifies that except as noted below contractor its principals and any named and unnamed subcontractor

bull Is not currently under suspension debarment voluntary exclusion or

determination of ineligibility by any federal agency

bull Has not been suspended debarred voluntarily excluded or determined

ineligible by any federal agency within the past three years

bull Does not have a proposed debarment pending and

bull Has not been indicted convicted or had a civil judgment rendered against it by

a court of competent jurisdiction in any matter involving fraud or official

misconduct within the past three years

If there are any exceptions to this certification insert the exceptions in the following space

Exceptions will not necessarily result in denial of award but will be considered in determining contractor responsibility For any exception noted above indicate belOw to whom it applies initiating agency and dates of action

Notes Providing false information may result in criminal prosecution or administrative sanctions The above certification is part of the Standard Services Agreement Signing this Standard Services Agreement on the signature portion thereof shall also constitute signature of this Certification

CONTRACTOR __~~__L-

PRINCIPAL~~---ll-I-L-_o_--GlI_V__f___ TITLE~~)(UltJ~ltCJJ St(

SIGNATURE~-+-----=----____ DATEcl ~ (jJ~

32of33

Contract No _______

EXHmITE

COUNTY OF ALAMEDA CONTRACT COMPLIANCE REPORTING REQUIREMENTS

Upon receipt of signed contract documents prime contractor shall immediately enterassign subcontractors in the Syste~ confum payments received from the County within 5 business days in the Syste~ immediately enter payments made to subcontractors and ensure that subcontractors confirm they received payments within 5 business days in the System Subcontractors shall confirm their payments received from the prime contractor within 5 business days in the System

Alameda County Contract Compliance System training and ongoing support are provided at no charge to contractors and participating sub-contractors awarded a contract as a result of this bid process for this project Contractors having contracts with the County should schedule a representative from their officecompany along with each of their subcontractors to attend training The training schedule may be viewed online at httpwwwelationsyscomelatiollsysisupport lhtm or call Elation Systems at (510) 764shy1870 A special access code will be provided to contractors and subcontractors participating in this contract awarded to allow use of the System free of charge

It is the Contractors responsibility to ensure that they and their subcontractors are registered and trained as required to utilize the Alameda County Contract Compliance System Training sessions are approximately one hour and will be held periodically in a number of locations throughout Alameda COWlty

330f33

DATE MDDIYYYYCERTIFICATE OF LIABILITY INSURANCE 211012012

THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMA11ON ONLY AND CONFERS NO RIGHTS UPON TtE CERTFICATE HOLDER THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND EXTEND OR AtTER THE COVERAGE AFFORDED BY THE POUCIES BELOW THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BElWEEN THE ISSUING INSURER(S) AUTHORIZED REPRESENTATIVE OR PRODUCER AND TtE CERTIFICATE HOLDER

IMPORTANT If the certificate holder is an ADDmONAL INSURED the policy(ies) must be endorsed If SUBROGATION IS WAIVED subject to the terms and conditions ofthe policy certain policies may require an endorsement A statement on this certificate does not confer rights to the certificate holder in lieu of such enciorseme s

PROOUCER

Aon Risk Services Northeast Inc 199 Water Street New York NY 10038 Phone 8662667475 Fax 8664677847 AFFORDING COVERAGE HAIC INSURED COMPANY A ACE American Insurance Company

lnIemationaI Business -4achines Corp amp My Other Subsidiary Corp Owned 01 ConIrDlled by the Insured 1 New Orohan Road Armonk NY 10504 United Slates

INSUR

COVERAGES CERllFICATE NUMBER154795 REVISION NUMBER THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED NOTWITHSTANDING ANY REQUIREMENT TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO VllHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS EXCLUSIONS AND CONDITIONS OF SUCH POLICIES LlMrTS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS

INSR (fiUCf EFF POUCfEXPLTR TYPE OF INSURANCE POLICY NUMBER til UMITS

A GENERAL UABIUTY HDOG25529236 5212011 1512112012 EACH OCCURRENCE $1OQMQQ--shy~~ X COMMERCIAl GENERAl LIABILITY PREMISE$Ea ~~ncel 11000 000 = CLAIUS-MAOE [KJ OCCUR UED EXP (Anyone person) S2500000

- I PERSONAl amp ArN INJURY $1000000-

-- ~GENERAL AGGREGotTE $1000000

~L AGGREr9L1MIT ArPER i PROOUCTS-COMP~AGG $1000000

POLICY ~ LOG I i A AUlOIIOBILE UABlUlY ISAH08635948 51212011 51212012 COMBINED SINGLE LIMIT

51000000---shy (Eaarridentll2t ANY AUTO BOOIL Y INJURY (Per personl ALL OWNEO AUTOS f-shy

- ~LY INJURY (Peracddenl) SCHEDULED AUTOS PROPERTY DAMAGE-

- HIREOAUTOS i(Per_) r-middotmiddotmiddotmiddotmiddot

--shy ~AUTOS

I I UlIBRElILA UAB

I

Irl OCCUR i EACH OCCURRENCE

~

EXCESSUAS ~~ CLAIMS-MAOE AGGREGATE

- DEDUCTIBlE

IRETEImON $ WORIltERS COIIPENSA11ON i I~~Ullis I IdegJrANDEMPLOYERSUABUTY YIN shy

ANY PROPRIETORiPARTNERIEXECUTlVE D NIA

I

EL EACH ACCIDENT OFFlCERMEIBIR EXaUOED

I EL DISEASE - EA EMPLOYEE m(MIndaIoIy In NHI

~~~~~TIONSbel i EL OISEASEmiddot POLICY LIMIT

i i I I DESCRIP110N OF OPERATION$ LOCATION$I YEHlCLES Aflach ACORD 101 AcldiUoMlRemrb $chedm is ngtqulroocl)

Please see page 2 for any additional language

CERllFICATE HOLDER CANCELLAllON

Alameda County Department of Social Services 2000 San Pablo Ave Oakland CA 94612 United States

SHOULD ANY OF 1ME ABOVE DESCRIBED POLICIES BE CANCE1lED BEFORE lHE EXPlRA110N DATE lHEREOF NOnce WILL BE DElNERED IN ACCORDANCe WFTH lHE POLICY PROVISIONS

I

AUTHORIZED REPRESENTAlIYE

AuIhcfized ReJgtresenlatve ~_yen~ ~~~~~bullw __ J_ PIaI Risk SenIkes NonheasI Inc

ISgt 1988-2009 ACORD CORPORATION AI righIs reserved

ACORD 25 (2009101 The ACORD name and logo are registered marks ofACORD Page 1 of2

ADDITIONAL REMARKS SCHEDULE AGENCY

Aon Risk Services Northeast Inc 199 Water Street New York NY 10038 Phone 8662667475 Fax 8664677847

NAIlED INSURED IntemaUonal Business Machines CoIp amp Ally Other SubsidiaIy CoIp Owned Of Contro8ed by lIle Insured 1 New Ordlard Road Armonk NY 10504 United Slates

EFFECTIVE DATE

ADDITIONAL REMARKS

THIS ADDITIONAL REMARKS FORM IS A SCHEDULE TO ACORD FORM

FORM NUMBER 25 FORM TITLE CERTIFICATE OF LIABILITY INSURANCE

[Alameda County Department of SOcial Services County of Alameda its Board of SUpervisors the individual members hereof and all County officers agents employees and representatives are hereby named as additional insureds on

General Liability policies but only to the extent that their interest may appear

Additional Language The insurance coverage provided for herein shall be primary and non contributory only wi1h respect to liabHity arising out of this Agreement with respect to liabHity arising out of IBMs negligence and as respects this contract only

Project IBM Education Pack Services

If there is a question regarding this certificate please contact Edward DiNardo (Email dinardoeusibmcom Phone 916-567-2922)

~ operations incidental to the conduct of insureds business in the United States of America

ACORD 101 (2008101) 2008 ACORD CORPORA nON All rights reserved The ACORD name and logo are registered marks of ACORD

Page 20f2

tC~RiJ CERTIFICATE OF LIABILITY INSURANCE I DlTE 1I1IfDOIYYYY)

21102012

THIS CERnFICATE IS ISSUED AS A MATTER OF INFORMA nON ONLY AND CONFERS NO RIGHTS UPON TIE CERTIFICATE HOLDER THIS CERnFICATE DOES NOT AFFlRMAnvaY OR NEGAnVELY AMEND EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POUCIES BELOW THIS CERnFICATE OF INSURANCE DOES NOT CONSTITUlE A CONTRACT BETWEEN THE ISSUING INSURER(S) AUTHORIZED REPRESENTAnVE OR PRODUCER AND TIE CERTIFICATE HOLDER

IMPORTANT Iftlle certifieate holder is an ADDITIONAL INSURED the policy(ies) must be endorsed If SUBROGAnON IS WAIVED subject to the terms and conditions of the policy certain policies may require an endorsement A statement on this certifICate does not confer rights to the certificate holder in lieu of such endorsement(s)

PRODUCER =~NT Aon Risk Services Northeast Inc 1pound Ir~No)199 Water Street New York NY 10038 Phone 8662667475 Fax 8664677847 INSURER(S) AFFORDING COIlERAGE HAIC

INSURED COMPNff A liberty Insurance Corporal

International Business Madlines CoqJ COMNoIY B liberty MulJaIII1SUrIIIIlt8 CcrIyengtany 1 New Ord1ard Road COMNoIY Co National Union Fino ance Company d 1IIIsbtJrgh PA Amlonk NY 10504 United Stales

COVERAGES CERT1FICATE NUMBER154796 REVISION NUMBER- THIS IS TO CERTIFY THAT THE POlICIES OF INSURANCE LISTED BEleW HAVE BEEN ISSueD TO THE INSUREO NAMED ABOVE FOR THE POlICY PERIOD INDICATED NOTWITHSTANDING ANY REQUIREMENT TERM OR CONDITION OF ANY COOTRACT OR OTHER DOCUMENT 1MTH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN THE INSURANCE AFFORDEO BY THE POLICIES DESCRIBEO HEREIN IS SUBJECT TO ALL THE TERMS EXCLUSIONS AND CONDITIONS OF SUCH POliCIES LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID ClAIMS

11tf TYPE OF INSURANCE IIHSR IWVD POLICY NIMIIER ~1fgtUCYEXP UIlITS

GENERAl UAaUlY I EACH OCCURRENCE

COMMERCIAL GENERAl LiABlLI1Y ~~~e~~nce) CLAIMS-MADE D OCCUR MED EXP (Anyone fgten)

PERSONAl amp AlN INJURY

GENERAl AGGREGATE

ESPER ~CT5 - calpop AGG

nLOC AIlOIIOIlILE UAaUlY COMBINED SINGLE LIMIT - (Ea 8Cdde1t)

ANY AUTO BOOI L Y INJURY (Per fgte11lOt)-shy

ALL OWNED AUTOS BODILY INJURY (Per accident)-

- SCHEDULED AUTOS PROPERTY DAMAGE

HIRED AUTOS (Per accident) -

NON-OWNED AUTOS - ~

UIIBRELlA UAB HOCCUR

EACH OCCURRENCE-EXCESSUAB CLAIMS-MADE AGGREGATE

---- DEDUCTIBLE

A WORKERS COIIPENSAllON WA7-6I)()0415ef4Z AOSPRNYlshy 11112012 1III2OIa X I T~~JWs I IO~A AND EMPLOYERS UAaUlY WA7-62D-laquol41SHi12 IYil 11112012 11112013 A YIM WC1~I-ltIOU5amp-I52 (OR WI) 11112012 11112013 $100000A ANY PROIRIETORIPARTNERlEXECUTIVE ~

MIA ~1_ExaNOHl 11112012 11112013 EL EACH ACCIDENT OFACERIMEI4BER EXClUDEDI (Mandatory In NKI

BH2HIC14158-1M2(V1) 11112012 11112013 EL DISEASE- EA EMPLOYEE $1ooampQQc 83-118922 a-) 11112012 IttrlO13

bull ~~~OPERATIONSIlet_ EL DISEASE POliCY LIMIT $100000

bull

DESCRIPllON OF OPERATIONS I LOCAnONS I VEHICLES (Attech ACORD 101 MdIlloMI Renlarlc8lchedule r mono fMICI Is required)

bullbull Includes EL coverage for monopolistic states NO PR WA WY

Please see page 2 for any additional language

CERT1FICATE HOLDER CANCELLATlON

Alameda County Department of Social Services 2000 San Pablo Ave Oakland CA 94612 United States

SHOULD Atlaquo OF THE ABOVE DESCRI8ED POUCIES BE CANCELLED BEFORE THE EXPIRATION DATE 1lIEREOF NOTICE WILL BE DELIVERED IN ACCORDANCE WrrH THE POLICY PROVISIONS

I

AUTHOIIZED REPRESEHTA1IYE

IIiutJori2od ~ smiddot~ _~4-~(~--w ___ --~~ -~kin Risk SeNices Nor1heast Inc

copy 1881-2009 ACORD CORPORA TlON An nghts reserved ACORD 26 (2009109) The ACORD name and logo are registered marks ofACORD

Page 1 of 2

ADDITIONAL REMARKS SCHEDULE AGENCY

ADo Risk Services Northeast Inc 199 Water Street New York NY 10038 Phone 8662667475 Fax 8664677847

NAIlED INSURED International Business Machines Corp 1 New Onhani Road Armonk NY 10504 United states

EFFECTIVE MTE

ADDmONAL REMARKS

THIS ADDITIONAL REMARKS FORM IS A SCHEDULE TO ACORD FORM

FORM NUMBER 25 FORM 11TLE CERTIFICATE OF LIABILITY INSURANCE

Project IBM Education Pack Services

Ifthere is a question regarding this certificate please contact Edward DiNardo (Email dinardoeusibmcom Phone 916-567-2922)

All operations incidental to the conduct of insureds business in the United States of America

ACORD 101 (2008101) C 2008 ACORD CORPORATION All rights reserved The ACORD name and logo are registered mal1ls of ACORD

Page 20f2

AKl K NAKAO Director

G~-r)ipDecember 5 2011

DEC 08 lOl1 TO Caroline Judy Assistant Direltltor GSA

RECE~vED FROM Tudor S Mosu Procurement Specialist n

SUBJECf Finding ofNon-Competition bull Sote Source 2084 Purchase from International Business Machines Corp Sacramento CA

This is to document my finding that competitive bidding is not possible for the purchase ofall IBM Education Pack in tho amount oUI 4994000 for the Social Services Agency (SSA) Infonnation Systems Department and therefore the Departmental Justification to Request a Waiver ofCounty Competitive Bidding Requirement copy attached is approved

In accordance with the County Administrative Code Section 412010 entitled UPurchases to be by Competitive Quotation all purchases of and contracts for materials supplies services fwnishings equipment livestock and other personal property shall be based wherever possible on competitive quotations

I have reviewed and researched the product and marketplace Based on my research ofthe departmental justifi~tion and internet I have detennined the requested product and supplier cannot be substituted and satisfy the Countys requirements International Business Machines Corp (IBM) is the only vendor capable to provide an online account to be used for IBM private courses at SSA on WM business intelligence data warehouse reporting classes IBM will add the SSA content customized to the training environment using Cognos Framework Manager and will provide a suite oftraining public and private courses technical conferences and selfmiddotpaced virtual classes This sole source request was posted on the County website for ten (10) business days and no other proposal was received Therefore competitive quotations are not possible and the request is recommended for your approval

The Social Services Agency is to obtain Board approval for services that exceed $25000 requesting authorization from the President of the Board to sign the contract or approve the purchase The Auditor-Controller issues Board signed contracts and Board approved purchase orders and purchase order changes withwithout signed contracts

te IIktt II Peill-o ValenciaDeputy Direct6rlDate

GSA Office ofAcquisition Policy

SLEB Compliant ______

Date~~~~_________ Director GSA

Attachment(s)

1401 LAKISIDE DRIVU SUITL 907 OAKLND CALIFORNIA 94612 PHmr 5102989600 [AX 5[02089626 wwwlt5(itnc~ovorg

GSA Sole Source Procurements - Alameda County Page lof2o Ala~~da co~ntys Offl~lal ~ebslte Skip County Banner 0 SHARE rJf l

~ go WoOFg i QUick links Citizens Business Seerch aegov IGO I Government Emergencies

GSA Home

Home

Introduction

AwardedClosed Contracts

Current Contracting Opportunltles

Arch 8 Engineering Construction

Sole Source Procurements

Goods 8 Services The contracts described below have been determined to comply with the County Sole Source Policy in ~flesrlonal Services that only a single source is available andor valid sole source exceptions to the competitive process

I-===----f exisl Upcoming ContractIng Opportunities

Arch amp Englnoaring Construction Goods amp Services ProfessIonal ServlceQ

Sole Source Procurements

Highland Project Contracts

AwardedClosedContracts CUlTent Contracting Opportunltles Upcoml Contracting

Contacts Teams

Vendor Info Vendor Guide Vendor Application (Online) Vendor Application

Public Works (PWA) Contracting Opportunities

CDA Construction Contracting Opportunities

StopWasteOrg

Advance NotIce of SoJe Source purchases are posted on-line for a minimum of five (Ii) business days prior to a contract being awarded For any additlonallnformatlon regarding contracts posted on thIs website please contact the appropriate parson listed below Thank you for your interest

Source Contract DescrIption

f1Ef1l Online Training Courses

f1I3JI Repair and Test fIre fighting ProtectiVe Clothing

Electro Shock Guns Cartridges BaHerlee amp Accessories

Estimate Award Date

120212011

11302011

111172011

Contact Person

Tudor S Mosu (510) 208-9614

Tudor S Mosu (510) 208-9614

Tudor S Mosu (510) 208-9614

mhtmIfilelICUserstmosuAppDataLocalMicrosoftWindowsTemporary Internet FilesContentOutlook1OYF6YPOGSA S 1210612011

Alameda County Auclttor-Controller Agencv Office of Contract Compliance OCC

FEDERAL GRANT FUNDS SMALL LOCAL EMERGING BUSINESS (SUI) WAIVER REQUEST

REQUIREDTOSOUCIT BlOSPROPOSALSAND AWARt)AMENO CONTRACTS THAT INCUJDe FtoERAl GRANT FUNDS THAT fROHI51l GIOORAPHICAl PREFERENCE)

mSfCDOfltcompr middot6 bbw and submit fhts form wlfh supporifng doclfrnentaion pecificolty stoHng that geographle preferences om bonnad fer the requetfed procurement to Tcmtnee TRlong Auditor Controller ace a QC 20111 or vIa email tot1Wlmf1lmn9_~99Uponapprovala fampdeKal Fundt WaNer number wm be I$SitEtd This numbM Is a mandatOf) field rGqooed tQ enter Q Procurement CollirUct In ALCOUMt ace wlJi mft-m upprovaill and denkds to tile Requesfing Depmtmem listed belew It IIIIftoI WQJvCW Is to $Cliett bids resubmlt c IOPY of the originally signed form Q nsed to tIWOrdlarYileM eo~ttI~ rlllquired addltlOlQllnfOOYlofl~l (3JiC bllliowl

1 Requasiing Department Ncme~_~~~9______ _~__________

A Contact First and Lost Nome~a~y Chen ___ _____ QiC 20203 __

8 Email Address~~~aOQCVmiddotorg ___ Phone Number ~~~~~ ____ 2 Procu~ement Oescriptlcm To p~asl an IB~~~tl0f~Jntonlln~ account) th~~lIIJr~~~

_IB~~~~gn~ pub~8 p~ate traini~gtpoundOUrses far saA Siaff _ CFOA No _9_~_5_5e___

3 1~~l9n~ checK aP2rgl~~~QY to fndrcqjg reason forYfaiver re9Y~______---

A 0 SoBd Bids with County Counsel approved modifled SlEB provlslons ___1___L__ ~

Wmvef Requeii ~ I=====================u____ t-__----i _101gt~r---------------- w 4 - bull _ IiT__ __ middot_-------1bull -- bullbull loW

IB II Award Contract wih COllnty COlJnSel OPPlOV(~ modifiampi SlES provIsions J IlL3 I W4livElf hquaat Delfs I

l ControctorNameCitYIM~IaClesett --~------------- iI Total Contract ValtJe $1499~O~ 5 3 fs i

L 3 fpoundlltroct S~ Date ~LJ~)2 U- COltmct End Dote=--zbJ~_IT1- - ~----- --~ -------- C 0 Contract Amendment --1_~J_ Also complete R 11 B2) and B 3) above WaWQr Req~Date

Dnme expiration Dote __~J1_ bull OMoo6Y Increase Amount $___~__~ ----~----~-- shy4 g Check here to in(iicate thai the FedefQ~ regulation Is ofialChed and speciflcally prohibits

geographical preferencs$ rrown he proc)r~met1 described above

Federal Re~Jutotlon NameNumber H~ltht~ S~~~L2~45ER~_~__~_

5 pound1 Che~~k here to lndicats that the Fedarar grant fundi are sub granted or PQssed through the State to the Couniy where State laws prohibit geogroph1cai preferences from the proctffemenf described obove and sub granf documerlts are aHached

State Regulation NomeNum r---=__

6 ---~~~~~~~gt-r--4-----n7io-y----shy r OClte

EPLS Search Results Page 1 of 1

Excluded Parties List System EPLS

Search Results Excluded By Firm Entity or Vessel International Business Machines Corporation

as of 14-Feb-2012 229 PM EST

Your search returned no results

httpsllwwweplsgoveplssearchdo full_name= Intemational+Business+Machines+Corpo 2142012

Contract No ________

EXHIBITB PAYMENT TERMS

1 The tenn ofthis Agreement is March 1 2012 through March 31 2013

2 Total payment under the tenns of this Agreement will not exceed the total amount of $14994000 This cost includes all taxes and all other charges

3 Invoices to County are due upon receipt of invoice and payable within thirty (30) days from receipt of invoice

The contractor will set up an mM Education Pack - online account for Alameda County Social Services Agency A total value offering of $1 7640000 to be placed immediately in the mM Education Pack - online account for a price of $14994000

4 Invoices will be approved by the Alameda County Social Services Agency Contract Liaison

5 Contractor shall submit invoice as required to

Alameda county Social Services Agency 2000 San Pablo Ave 4th floor

Oakland CA 94612 Attn Jerome Graham

300f33

C

EXHIBITC COUNTY OF ALAMEDA MINIMUM INSURANCE REQUIREMENTS

Wi1hout limiting MY other obligation or liabilily under this Agreement he Contractor at its sole rost and expense shall secure and keep in force he entire term of he as be he insuranre limits and endorsements

Commercial General Uability Premises Liability Products and Completed Operations Contractual

Personal and liabi B Commercial or Business Automobile Liability

All owned vehicles hired or leased vehicles non-owned borrowed and permissive uses Personal Automobile Liability is acceptable for individual contractors with no related activities Workers Compensation (WC) and Employers Uability (EL)

for all contractors with eml)Jovees

o Endorsements and Conditions

$1000000 per occurrence (CSl) Bodily Injury and Property Damage

$1000000 per occurrence (CSL) My Auto Bodily Injury and Property Damage

or disease

1 ADDmONAL INSURED All insurance required above with the exception of Personal Automobile LiabilityI Workers Compensation and Employers Liability shall be endorsed to name as additional insured County of Alameda its Board of SUpervisors the individual members thereof and all County officers agents employees and representatives

2 DURATION OF COVERAGE All required insurance shall be maintained during the entire term of the Agreement with the following exception Insurance policies and coverage(s) written on aclaims-made basis shall be maintained during the entire term of the Agreement and until 1year following expiration of the Agreemen~ as long as such coverage remains commercially available in the market place

3 REDUCTION OR UMIT OF OBLIGATION The insurance policies provided for in Aand Babove shall be primary and non contributory only with respect to liability arising out of this Agreement Pursuant to the provisions of this Agreement insurance effected or procured by the Contractor shall not reduce or limit Contractors contractual obligation to indemnify and defend the Indemnified Parties

4 INSURER ANANCIAL RAnNG Insurance shall be maintained through an insurer with aAM Best Rating of no less than AshyVlI or equivalen~ and shall be admitted to the State of California unless otherwise waived by Risk Management Acceptance of Contractors insurance by County shall not relieve or decrease the liability of Contractor hereunder My deductible or selfshyinsured retention amount or other similar obligation under the policies shall be the sole responsibility of the Contractor

S SUBCONTRACTORS Contractor shall include all subcontractors as an insured (covered party) under its policies or shall furnish separate certificates and endorsements for each subcontractor All coverages for subcontractors shall be subject to all of the requirements stated herein

6 JOINT VENTURES If Contractor is an association partnership or other joint business venture required insurance shall be provided by anyone of the following methods

- Separate insurance policies issued for each individual entity with each entity included as aNamed Insured (covered party) or at minimum named as an Additional Insured on the others policies Joint insurance program with the association partnership or other joint business venture included as a Named Insured

7 CANCELLATION OF INSURANCE Should any of the above described policies be cancelled before the expiration date thereof notice will be delivered in accordance with the policy provisions

8 CERTIACATE OF INSURANCE Before commencing operations under this Agreemen~ Contractor shall provide Certificate(s) of Insurance and applicable insurance endorsements in form and satisfactory to County evidencing that all required insurance coverage is in effect The County reserves the rights to require the Contractor to provide complete certified copies of all required insurance policies The require certificate(s) and endorsements must be sent to

- DepartmentAgency issuing the contract With acopy to the Contracts Office (2000 San Pablo Ave 4th floor Oakland CA 94612)

Certificate C-1 Form 2001-1

31of33

________________________________ _

Contract No ________

EXHIBITD

COUNTY OF ALAMEDA DEBARMENT AND SUSPENSION CERTIFICATION

(Applicable to all agreements funded in part or whole with federal funds and contracts over $25000)

The contractor under penalty of perjury certifies that except as noted below contractor its principals and any named and unnamed subcontractor

bull Is not currently under suspension debarment voluntary exclusion or

determination of ineligibility by any federal agency

bull Has not been suspended debarred voluntarily excluded or determined

ineligible by any federal agency within the past three years

bull Does not have a proposed debarment pending and

bull Has not been indicted convicted or had a civil judgment rendered against it by

a court of competent jurisdiction in any matter involving fraud or official

misconduct within the past three years

If there are any exceptions to this certification insert the exceptions in the following space

Exceptions will not necessarily result in denial of award but will be considered in determining contractor responsibility For any exception noted above indicate belOw to whom it applies initiating agency and dates of action

Notes Providing false information may result in criminal prosecution or administrative sanctions The above certification is part of the Standard Services Agreement Signing this Standard Services Agreement on the signature portion thereof shall also constitute signature of this Certification

CONTRACTOR __~~__L-

PRINCIPAL~~---ll-I-L-_o_--GlI_V__f___ TITLE~~)(UltJ~ltCJJ St(

SIGNATURE~-+-----=----____ DATEcl ~ (jJ~

32of33

Contract No _______

EXHmITE

COUNTY OF ALAMEDA CONTRACT COMPLIANCE REPORTING REQUIREMENTS

Upon receipt of signed contract documents prime contractor shall immediately enterassign subcontractors in the Syste~ confum payments received from the County within 5 business days in the Syste~ immediately enter payments made to subcontractors and ensure that subcontractors confirm they received payments within 5 business days in the System Subcontractors shall confirm their payments received from the prime contractor within 5 business days in the System

Alameda County Contract Compliance System training and ongoing support are provided at no charge to contractors and participating sub-contractors awarded a contract as a result of this bid process for this project Contractors having contracts with the County should schedule a representative from their officecompany along with each of their subcontractors to attend training The training schedule may be viewed online at httpwwwelationsyscomelatiollsysisupport lhtm or call Elation Systems at (510) 764shy1870 A special access code will be provided to contractors and subcontractors participating in this contract awarded to allow use of the System free of charge

It is the Contractors responsibility to ensure that they and their subcontractors are registered and trained as required to utilize the Alameda County Contract Compliance System Training sessions are approximately one hour and will be held periodically in a number of locations throughout Alameda COWlty

330f33

DATE MDDIYYYYCERTIFICATE OF LIABILITY INSURANCE 211012012

THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMA11ON ONLY AND CONFERS NO RIGHTS UPON TtE CERTFICATE HOLDER THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND EXTEND OR AtTER THE COVERAGE AFFORDED BY THE POUCIES BELOW THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BElWEEN THE ISSUING INSURER(S) AUTHORIZED REPRESENTATIVE OR PRODUCER AND TtE CERTIFICATE HOLDER

IMPORTANT If the certificate holder is an ADDmONAL INSURED the policy(ies) must be endorsed If SUBROGATION IS WAIVED subject to the terms and conditions ofthe policy certain policies may require an endorsement A statement on this certificate does not confer rights to the certificate holder in lieu of such enciorseme s

PROOUCER

Aon Risk Services Northeast Inc 199 Water Street New York NY 10038 Phone 8662667475 Fax 8664677847 AFFORDING COVERAGE HAIC INSURED COMPANY A ACE American Insurance Company

lnIemationaI Business -4achines Corp amp My Other Subsidiary Corp Owned 01 ConIrDlled by the Insured 1 New Orohan Road Armonk NY 10504 United Slates

INSUR

COVERAGES CERllFICATE NUMBER154795 REVISION NUMBER THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED NOTWITHSTANDING ANY REQUIREMENT TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO VllHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS EXCLUSIONS AND CONDITIONS OF SUCH POLICIES LlMrTS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS

INSR (fiUCf EFF POUCfEXPLTR TYPE OF INSURANCE POLICY NUMBER til UMITS

A GENERAL UABIUTY HDOG25529236 5212011 1512112012 EACH OCCURRENCE $1OQMQQ--shy~~ X COMMERCIAl GENERAl LIABILITY PREMISE$Ea ~~ncel 11000 000 = CLAIUS-MAOE [KJ OCCUR UED EXP (Anyone person) S2500000

- I PERSONAl amp ArN INJURY $1000000-

-- ~GENERAL AGGREGotTE $1000000

~L AGGREr9L1MIT ArPER i PROOUCTS-COMP~AGG $1000000

POLICY ~ LOG I i A AUlOIIOBILE UABlUlY ISAH08635948 51212011 51212012 COMBINED SINGLE LIMIT

51000000---shy (Eaarridentll2t ANY AUTO BOOIL Y INJURY (Per personl ALL OWNEO AUTOS f-shy

- ~LY INJURY (Peracddenl) SCHEDULED AUTOS PROPERTY DAMAGE-

- HIREOAUTOS i(Per_) r-middotmiddotmiddotmiddotmiddot

--shy ~AUTOS

I I UlIBRElILA UAB

I

Irl OCCUR i EACH OCCURRENCE

~

EXCESSUAS ~~ CLAIMS-MAOE AGGREGATE

- DEDUCTIBlE

IRETEImON $ WORIltERS COIIPENSA11ON i I~~Ullis I IdegJrANDEMPLOYERSUABUTY YIN shy

ANY PROPRIETORiPARTNERIEXECUTlVE D NIA

I

EL EACH ACCIDENT OFFlCERMEIBIR EXaUOED

I EL DISEASE - EA EMPLOYEE m(MIndaIoIy In NHI

~~~~~TIONSbel i EL OISEASEmiddot POLICY LIMIT

i i I I DESCRIP110N OF OPERATION$ LOCATION$I YEHlCLES Aflach ACORD 101 AcldiUoMlRemrb $chedm is ngtqulroocl)

Please see page 2 for any additional language

CERllFICATE HOLDER CANCELLAllON

Alameda County Department of Social Services 2000 San Pablo Ave Oakland CA 94612 United States

SHOULD ANY OF 1ME ABOVE DESCRIBED POLICIES BE CANCE1lED BEFORE lHE EXPlRA110N DATE lHEREOF NOnce WILL BE DElNERED IN ACCORDANCe WFTH lHE POLICY PROVISIONS

I

AUTHORIZED REPRESENTAlIYE

AuIhcfized ReJgtresenlatve ~_yen~ ~~~~~bullw __ J_ PIaI Risk SenIkes NonheasI Inc

ISgt 1988-2009 ACORD CORPORATION AI righIs reserved

ACORD 25 (2009101 The ACORD name and logo are registered marks ofACORD Page 1 of2

ADDITIONAL REMARKS SCHEDULE AGENCY

Aon Risk Services Northeast Inc 199 Water Street New York NY 10038 Phone 8662667475 Fax 8664677847

NAIlED INSURED IntemaUonal Business Machines CoIp amp Ally Other SubsidiaIy CoIp Owned Of Contro8ed by lIle Insured 1 New Ordlard Road Armonk NY 10504 United Slates

EFFECTIVE DATE

ADDITIONAL REMARKS

THIS ADDITIONAL REMARKS FORM IS A SCHEDULE TO ACORD FORM

FORM NUMBER 25 FORM TITLE CERTIFICATE OF LIABILITY INSURANCE

[Alameda County Department of SOcial Services County of Alameda its Board of SUpervisors the individual members hereof and all County officers agents employees and representatives are hereby named as additional insureds on

General Liability policies but only to the extent that their interest may appear

Additional Language The insurance coverage provided for herein shall be primary and non contributory only wi1h respect to liabHity arising out of this Agreement with respect to liabHity arising out of IBMs negligence and as respects this contract only

Project IBM Education Pack Services

If there is a question regarding this certificate please contact Edward DiNardo (Email dinardoeusibmcom Phone 916-567-2922)

~ operations incidental to the conduct of insureds business in the United States of America

ACORD 101 (2008101) 2008 ACORD CORPORA nON All rights reserved The ACORD name and logo are registered marks of ACORD

Page 20f2

tC~RiJ CERTIFICATE OF LIABILITY INSURANCE I DlTE 1I1IfDOIYYYY)

21102012

THIS CERnFICATE IS ISSUED AS A MATTER OF INFORMA nON ONLY AND CONFERS NO RIGHTS UPON TIE CERTIFICATE HOLDER THIS CERnFICATE DOES NOT AFFlRMAnvaY OR NEGAnVELY AMEND EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POUCIES BELOW THIS CERnFICATE OF INSURANCE DOES NOT CONSTITUlE A CONTRACT BETWEEN THE ISSUING INSURER(S) AUTHORIZED REPRESENTAnVE OR PRODUCER AND TIE CERTIFICATE HOLDER

IMPORTANT Iftlle certifieate holder is an ADDITIONAL INSURED the policy(ies) must be endorsed If SUBROGAnON IS WAIVED subject to the terms and conditions of the policy certain policies may require an endorsement A statement on this certifICate does not confer rights to the certificate holder in lieu of such endorsement(s)

PRODUCER =~NT Aon Risk Services Northeast Inc 1pound Ir~No)199 Water Street New York NY 10038 Phone 8662667475 Fax 8664677847 INSURER(S) AFFORDING COIlERAGE HAIC

INSURED COMPNff A liberty Insurance Corporal

International Business Madlines CoqJ COMNoIY B liberty MulJaIII1SUrIIIIlt8 CcrIyengtany 1 New Ord1ard Road COMNoIY Co National Union Fino ance Company d 1IIIsbtJrgh PA Amlonk NY 10504 United Stales

COVERAGES CERT1FICATE NUMBER154796 REVISION NUMBER- THIS IS TO CERTIFY THAT THE POlICIES OF INSURANCE LISTED BEleW HAVE BEEN ISSueD TO THE INSUREO NAMED ABOVE FOR THE POlICY PERIOD INDICATED NOTWITHSTANDING ANY REQUIREMENT TERM OR CONDITION OF ANY COOTRACT OR OTHER DOCUMENT 1MTH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN THE INSURANCE AFFORDEO BY THE POLICIES DESCRIBEO HEREIN IS SUBJECT TO ALL THE TERMS EXCLUSIONS AND CONDITIONS OF SUCH POliCIES LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID ClAIMS

11tf TYPE OF INSURANCE IIHSR IWVD POLICY NIMIIER ~1fgtUCYEXP UIlITS

GENERAl UAaUlY I EACH OCCURRENCE

COMMERCIAL GENERAl LiABlLI1Y ~~~e~~nce) CLAIMS-MADE D OCCUR MED EXP (Anyone fgten)

PERSONAl amp AlN INJURY

GENERAl AGGREGATE

ESPER ~CT5 - calpop AGG

nLOC AIlOIIOIlILE UAaUlY COMBINED SINGLE LIMIT - (Ea 8Cdde1t)

ANY AUTO BOOI L Y INJURY (Per fgte11lOt)-shy

ALL OWNED AUTOS BODILY INJURY (Per accident)-

- SCHEDULED AUTOS PROPERTY DAMAGE

HIRED AUTOS (Per accident) -

NON-OWNED AUTOS - ~

UIIBRELlA UAB HOCCUR

EACH OCCURRENCE-EXCESSUAB CLAIMS-MADE AGGREGATE

---- DEDUCTIBLE

A WORKERS COIIPENSAllON WA7-6I)()0415ef4Z AOSPRNYlshy 11112012 1III2OIa X I T~~JWs I IO~A AND EMPLOYERS UAaUlY WA7-62D-laquol41SHi12 IYil 11112012 11112013 A YIM WC1~I-ltIOU5amp-I52 (OR WI) 11112012 11112013 $100000A ANY PROIRIETORIPARTNERlEXECUTIVE ~

MIA ~1_ExaNOHl 11112012 11112013 EL EACH ACCIDENT OFACERIMEI4BER EXClUDEDI (Mandatory In NKI

BH2HIC14158-1M2(V1) 11112012 11112013 EL DISEASE- EA EMPLOYEE $1ooampQQc 83-118922 a-) 11112012 IttrlO13

bull ~~~OPERATIONSIlet_ EL DISEASE POliCY LIMIT $100000

bull

DESCRIPllON OF OPERATIONS I LOCAnONS I VEHICLES (Attech ACORD 101 MdIlloMI Renlarlc8lchedule r mono fMICI Is required)

bullbull Includes EL coverage for monopolistic states NO PR WA WY

Please see page 2 for any additional language

CERT1FICATE HOLDER CANCELLATlON

Alameda County Department of Social Services 2000 San Pablo Ave Oakland CA 94612 United States

SHOULD Atlaquo OF THE ABOVE DESCRI8ED POUCIES BE CANCELLED BEFORE THE EXPIRATION DATE 1lIEREOF NOTICE WILL BE DELIVERED IN ACCORDANCE WrrH THE POLICY PROVISIONS

I

AUTHOIIZED REPRESEHTA1IYE

IIiutJori2od ~ smiddot~ _~4-~(~--w ___ --~~ -~kin Risk SeNices Nor1heast Inc

copy 1881-2009 ACORD CORPORA TlON An nghts reserved ACORD 26 (2009109) The ACORD name and logo are registered marks ofACORD

Page 1 of 2

ADDITIONAL REMARKS SCHEDULE AGENCY

ADo Risk Services Northeast Inc 199 Water Street New York NY 10038 Phone 8662667475 Fax 8664677847

NAIlED INSURED International Business Machines Corp 1 New Onhani Road Armonk NY 10504 United states

EFFECTIVE MTE

ADDmONAL REMARKS

THIS ADDITIONAL REMARKS FORM IS A SCHEDULE TO ACORD FORM

FORM NUMBER 25 FORM 11TLE CERTIFICATE OF LIABILITY INSURANCE

Project IBM Education Pack Services

Ifthere is a question regarding this certificate please contact Edward DiNardo (Email dinardoeusibmcom Phone 916-567-2922)

All operations incidental to the conduct of insureds business in the United States of America

ACORD 101 (2008101) C 2008 ACORD CORPORATION All rights reserved The ACORD name and logo are registered mal1ls of ACORD

Page 20f2

AKl K NAKAO Director

G~-r)ipDecember 5 2011

DEC 08 lOl1 TO Caroline Judy Assistant Direltltor GSA

RECE~vED FROM Tudor S Mosu Procurement Specialist n

SUBJECf Finding ofNon-Competition bull Sote Source 2084 Purchase from International Business Machines Corp Sacramento CA

This is to document my finding that competitive bidding is not possible for the purchase ofall IBM Education Pack in tho amount oUI 4994000 for the Social Services Agency (SSA) Infonnation Systems Department and therefore the Departmental Justification to Request a Waiver ofCounty Competitive Bidding Requirement copy attached is approved

In accordance with the County Administrative Code Section 412010 entitled UPurchases to be by Competitive Quotation all purchases of and contracts for materials supplies services fwnishings equipment livestock and other personal property shall be based wherever possible on competitive quotations

I have reviewed and researched the product and marketplace Based on my research ofthe departmental justifi~tion and internet I have detennined the requested product and supplier cannot be substituted and satisfy the Countys requirements International Business Machines Corp (IBM) is the only vendor capable to provide an online account to be used for IBM private courses at SSA on WM business intelligence data warehouse reporting classes IBM will add the SSA content customized to the training environment using Cognos Framework Manager and will provide a suite oftraining public and private courses technical conferences and selfmiddotpaced virtual classes This sole source request was posted on the County website for ten (10) business days and no other proposal was received Therefore competitive quotations are not possible and the request is recommended for your approval

The Social Services Agency is to obtain Board approval for services that exceed $25000 requesting authorization from the President of the Board to sign the contract or approve the purchase The Auditor-Controller issues Board signed contracts and Board approved purchase orders and purchase order changes withwithout signed contracts

te IIktt II Peill-o ValenciaDeputy Direct6rlDate

GSA Office ofAcquisition Policy

SLEB Compliant ______

Date~~~~_________ Director GSA

Attachment(s)

1401 LAKISIDE DRIVU SUITL 907 OAKLND CALIFORNIA 94612 PHmr 5102989600 [AX 5[02089626 wwwlt5(itnc~ovorg

GSA Sole Source Procurements - Alameda County Page lof2o Ala~~da co~ntys Offl~lal ~ebslte Skip County Banner 0 SHARE rJf l

~ go WoOFg i QUick links Citizens Business Seerch aegov IGO I Government Emergencies

GSA Home

Home

Introduction

AwardedClosed Contracts

Current Contracting Opportunltles

Arch 8 Engineering Construction

Sole Source Procurements

Goods 8 Services The contracts described below have been determined to comply with the County Sole Source Policy in ~flesrlonal Services that only a single source is available andor valid sole source exceptions to the competitive process

I-===----f exisl Upcoming ContractIng Opportunities

Arch amp Englnoaring Construction Goods amp Services ProfessIonal ServlceQ

Sole Source Procurements

Highland Project Contracts

AwardedClosedContracts CUlTent Contracting Opportunltles Upcoml Contracting

Contacts Teams

Vendor Info Vendor Guide Vendor Application (Online) Vendor Application

Public Works (PWA) Contracting Opportunities

CDA Construction Contracting Opportunities

StopWasteOrg

Advance NotIce of SoJe Source purchases are posted on-line for a minimum of five (Ii) business days prior to a contract being awarded For any additlonallnformatlon regarding contracts posted on thIs website please contact the appropriate parson listed below Thank you for your interest

Source Contract DescrIption

f1Ef1l Online Training Courses

f1I3JI Repair and Test fIre fighting ProtectiVe Clothing

Electro Shock Guns Cartridges BaHerlee amp Accessories

Estimate Award Date

120212011

11302011

111172011

Contact Person

Tudor S Mosu (510) 208-9614

Tudor S Mosu (510) 208-9614

Tudor S Mosu (510) 208-9614

mhtmIfilelICUserstmosuAppDataLocalMicrosoftWindowsTemporary Internet FilesContentOutlook1OYF6YPOGSA S 1210612011

Alameda County Auclttor-Controller Agencv Office of Contract Compliance OCC

FEDERAL GRANT FUNDS SMALL LOCAL EMERGING BUSINESS (SUI) WAIVER REQUEST

REQUIREDTOSOUCIT BlOSPROPOSALSAND AWARt)AMENO CONTRACTS THAT INCUJDe FtoERAl GRANT FUNDS THAT fROHI51l GIOORAPHICAl PREFERENCE)

mSfCDOfltcompr middot6 bbw and submit fhts form wlfh supporifng doclfrnentaion pecificolty stoHng that geographle preferences om bonnad fer the requetfed procurement to Tcmtnee TRlong Auditor Controller ace a QC 20111 or vIa email tot1Wlmf1lmn9_~99Uponapprovala fampdeKal Fundt WaNer number wm be I$SitEtd This numbM Is a mandatOf) field rGqooed tQ enter Q Procurement CollirUct In ALCOUMt ace wlJi mft-m upprovaill and denkds to tile Requesfing Depmtmem listed belew It IIIIftoI WQJvCW Is to $Cliett bids resubmlt c IOPY of the originally signed form Q nsed to tIWOrdlarYileM eo~ttI~ rlllquired addltlOlQllnfOOYlofl~l (3JiC bllliowl

1 Requasiing Department Ncme~_~~~9______ _~__________

A Contact First and Lost Nome~a~y Chen ___ _____ QiC 20203 __

8 Email Address~~~aOQCVmiddotorg ___ Phone Number ~~~~~ ____ 2 Procu~ement Oescriptlcm To p~asl an IB~~~tl0f~Jntonlln~ account) th~~lIIJr~~~

_IB~~~~gn~ pub~8 p~ate traini~gtpoundOUrses far saA Siaff _ CFOA No _9_~_5_5e___

3 1~~l9n~ checK aP2rgl~~~QY to fndrcqjg reason forYfaiver re9Y~______---

A 0 SoBd Bids with County Counsel approved modifled SlEB provlslons ___1___L__ ~

Wmvef Requeii ~ I=====================u____ t-__----i _101gt~r---------------- w 4 - bull _ IiT__ __ middot_-------1bull -- bullbull loW

IB II Award Contract wih COllnty COlJnSel OPPlOV(~ modifiampi SlES provIsions J IlL3 I W4livElf hquaat Delfs I

l ControctorNameCitYIM~IaClesett --~------------- iI Total Contract ValtJe $1499~O~ 5 3 fs i

L 3 fpoundlltroct S~ Date ~LJ~)2 U- COltmct End Dote=--zbJ~_IT1- - ~----- --~ -------- C 0 Contract Amendment --1_~J_ Also complete R 11 B2) and B 3) above WaWQr Req~Date

Dnme expiration Dote __~J1_ bull OMoo6Y Increase Amount $___~__~ ----~----~-- shy4 g Check here to in(iicate thai the FedefQ~ regulation Is ofialChed and speciflcally prohibits

geographical preferencs$ rrown he proc)r~met1 described above

Federal Re~Jutotlon NameNumber H~ltht~ S~~~L2~45ER~_~__~_

5 pound1 Che~~k here to lndicats that the Fedarar grant fundi are sub granted or PQssed through the State to the Couniy where State laws prohibit geogroph1cai preferences from the proctffemenf described obove and sub granf documerlts are aHached

State Regulation NomeNum r---=__

6 ---~~~~~~~gt-r--4-----n7io-y----shy r OClte

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Your search returned no results

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C

EXHIBITC COUNTY OF ALAMEDA MINIMUM INSURANCE REQUIREMENTS

Wi1hout limiting MY other obligation or liabilily under this Agreement he Contractor at its sole rost and expense shall secure and keep in force he entire term of he as be he insuranre limits and endorsements

Commercial General Uability Premises Liability Products and Completed Operations Contractual

Personal and liabi B Commercial or Business Automobile Liability

All owned vehicles hired or leased vehicles non-owned borrowed and permissive uses Personal Automobile Liability is acceptable for individual contractors with no related activities Workers Compensation (WC) and Employers Uability (EL)

for all contractors with eml)Jovees

o Endorsements and Conditions

$1000000 per occurrence (CSl) Bodily Injury and Property Damage

$1000000 per occurrence (CSL) My Auto Bodily Injury and Property Damage

or disease

1 ADDmONAL INSURED All insurance required above with the exception of Personal Automobile LiabilityI Workers Compensation and Employers Liability shall be endorsed to name as additional insured County of Alameda its Board of SUpervisors the individual members thereof and all County officers agents employees and representatives

2 DURATION OF COVERAGE All required insurance shall be maintained during the entire term of the Agreement with the following exception Insurance policies and coverage(s) written on aclaims-made basis shall be maintained during the entire term of the Agreement and until 1year following expiration of the Agreemen~ as long as such coverage remains commercially available in the market place

3 REDUCTION OR UMIT OF OBLIGATION The insurance policies provided for in Aand Babove shall be primary and non contributory only with respect to liability arising out of this Agreement Pursuant to the provisions of this Agreement insurance effected or procured by the Contractor shall not reduce or limit Contractors contractual obligation to indemnify and defend the Indemnified Parties

4 INSURER ANANCIAL RAnNG Insurance shall be maintained through an insurer with aAM Best Rating of no less than AshyVlI or equivalen~ and shall be admitted to the State of California unless otherwise waived by Risk Management Acceptance of Contractors insurance by County shall not relieve or decrease the liability of Contractor hereunder My deductible or selfshyinsured retention amount or other similar obligation under the policies shall be the sole responsibility of the Contractor

S SUBCONTRACTORS Contractor shall include all subcontractors as an insured (covered party) under its policies or shall furnish separate certificates and endorsements for each subcontractor All coverages for subcontractors shall be subject to all of the requirements stated herein

6 JOINT VENTURES If Contractor is an association partnership or other joint business venture required insurance shall be provided by anyone of the following methods

- Separate insurance policies issued for each individual entity with each entity included as aNamed Insured (covered party) or at minimum named as an Additional Insured on the others policies Joint insurance program with the association partnership or other joint business venture included as a Named Insured

7 CANCELLATION OF INSURANCE Should any of the above described policies be cancelled before the expiration date thereof notice will be delivered in accordance with the policy provisions

8 CERTIACATE OF INSURANCE Before commencing operations under this Agreemen~ Contractor shall provide Certificate(s) of Insurance and applicable insurance endorsements in form and satisfactory to County evidencing that all required insurance coverage is in effect The County reserves the rights to require the Contractor to provide complete certified copies of all required insurance policies The require certificate(s) and endorsements must be sent to

- DepartmentAgency issuing the contract With acopy to the Contracts Office (2000 San Pablo Ave 4th floor Oakland CA 94612)

Certificate C-1 Form 2001-1

31of33

________________________________ _

Contract No ________

EXHIBITD

COUNTY OF ALAMEDA DEBARMENT AND SUSPENSION CERTIFICATION

(Applicable to all agreements funded in part or whole with federal funds and contracts over $25000)

The contractor under penalty of perjury certifies that except as noted below contractor its principals and any named and unnamed subcontractor

bull Is not currently under suspension debarment voluntary exclusion or

determination of ineligibility by any federal agency

bull Has not been suspended debarred voluntarily excluded or determined

ineligible by any federal agency within the past three years

bull Does not have a proposed debarment pending and

bull Has not been indicted convicted or had a civil judgment rendered against it by

a court of competent jurisdiction in any matter involving fraud or official

misconduct within the past three years

If there are any exceptions to this certification insert the exceptions in the following space

Exceptions will not necessarily result in denial of award but will be considered in determining contractor responsibility For any exception noted above indicate belOw to whom it applies initiating agency and dates of action

Notes Providing false information may result in criminal prosecution or administrative sanctions The above certification is part of the Standard Services Agreement Signing this Standard Services Agreement on the signature portion thereof shall also constitute signature of this Certification

CONTRACTOR __~~__L-

PRINCIPAL~~---ll-I-L-_o_--GlI_V__f___ TITLE~~)(UltJ~ltCJJ St(

SIGNATURE~-+-----=----____ DATEcl ~ (jJ~

32of33

Contract No _______

EXHmITE

COUNTY OF ALAMEDA CONTRACT COMPLIANCE REPORTING REQUIREMENTS

Upon receipt of signed contract documents prime contractor shall immediately enterassign subcontractors in the Syste~ confum payments received from the County within 5 business days in the Syste~ immediately enter payments made to subcontractors and ensure that subcontractors confirm they received payments within 5 business days in the System Subcontractors shall confirm their payments received from the prime contractor within 5 business days in the System

Alameda County Contract Compliance System training and ongoing support are provided at no charge to contractors and participating sub-contractors awarded a contract as a result of this bid process for this project Contractors having contracts with the County should schedule a representative from their officecompany along with each of their subcontractors to attend training The training schedule may be viewed online at httpwwwelationsyscomelatiollsysisupport lhtm or call Elation Systems at (510) 764shy1870 A special access code will be provided to contractors and subcontractors participating in this contract awarded to allow use of the System free of charge

It is the Contractors responsibility to ensure that they and their subcontractors are registered and trained as required to utilize the Alameda County Contract Compliance System Training sessions are approximately one hour and will be held periodically in a number of locations throughout Alameda COWlty

330f33

DATE MDDIYYYYCERTIFICATE OF LIABILITY INSURANCE 211012012

THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMA11ON ONLY AND CONFERS NO RIGHTS UPON TtE CERTFICATE HOLDER THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND EXTEND OR AtTER THE COVERAGE AFFORDED BY THE POUCIES BELOW THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BElWEEN THE ISSUING INSURER(S) AUTHORIZED REPRESENTATIVE OR PRODUCER AND TtE CERTIFICATE HOLDER

IMPORTANT If the certificate holder is an ADDmONAL INSURED the policy(ies) must be endorsed If SUBROGATION IS WAIVED subject to the terms and conditions ofthe policy certain policies may require an endorsement A statement on this certificate does not confer rights to the certificate holder in lieu of such enciorseme s

PROOUCER

Aon Risk Services Northeast Inc 199 Water Street New York NY 10038 Phone 8662667475 Fax 8664677847 AFFORDING COVERAGE HAIC INSURED COMPANY A ACE American Insurance Company

lnIemationaI Business -4achines Corp amp My Other Subsidiary Corp Owned 01 ConIrDlled by the Insured 1 New Orohan Road Armonk NY 10504 United Slates

INSUR

COVERAGES CERllFICATE NUMBER154795 REVISION NUMBER THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED NOTWITHSTANDING ANY REQUIREMENT TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO VllHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS EXCLUSIONS AND CONDITIONS OF SUCH POLICIES LlMrTS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS

INSR (fiUCf EFF POUCfEXPLTR TYPE OF INSURANCE POLICY NUMBER til UMITS

A GENERAL UABIUTY HDOG25529236 5212011 1512112012 EACH OCCURRENCE $1OQMQQ--shy~~ X COMMERCIAl GENERAl LIABILITY PREMISE$Ea ~~ncel 11000 000 = CLAIUS-MAOE [KJ OCCUR UED EXP (Anyone person) S2500000

- I PERSONAl amp ArN INJURY $1000000-

-- ~GENERAL AGGREGotTE $1000000

~L AGGREr9L1MIT ArPER i PROOUCTS-COMP~AGG $1000000

POLICY ~ LOG I i A AUlOIIOBILE UABlUlY ISAH08635948 51212011 51212012 COMBINED SINGLE LIMIT

51000000---shy (Eaarridentll2t ANY AUTO BOOIL Y INJURY (Per personl ALL OWNEO AUTOS f-shy

- ~LY INJURY (Peracddenl) SCHEDULED AUTOS PROPERTY DAMAGE-

- HIREOAUTOS i(Per_) r-middotmiddotmiddotmiddotmiddot

--shy ~AUTOS

I I UlIBRElILA UAB

I

Irl OCCUR i EACH OCCURRENCE

~

EXCESSUAS ~~ CLAIMS-MAOE AGGREGATE

- DEDUCTIBlE

IRETEImON $ WORIltERS COIIPENSA11ON i I~~Ullis I IdegJrANDEMPLOYERSUABUTY YIN shy

ANY PROPRIETORiPARTNERIEXECUTlVE D NIA

I

EL EACH ACCIDENT OFFlCERMEIBIR EXaUOED

I EL DISEASE - EA EMPLOYEE m(MIndaIoIy In NHI

~~~~~TIONSbel i EL OISEASEmiddot POLICY LIMIT

i i I I DESCRIP110N OF OPERATION$ LOCATION$I YEHlCLES Aflach ACORD 101 AcldiUoMlRemrb $chedm is ngtqulroocl)

Please see page 2 for any additional language

CERllFICATE HOLDER CANCELLAllON

Alameda County Department of Social Services 2000 San Pablo Ave Oakland CA 94612 United States

SHOULD ANY OF 1ME ABOVE DESCRIBED POLICIES BE CANCE1lED BEFORE lHE EXPlRA110N DATE lHEREOF NOnce WILL BE DElNERED IN ACCORDANCe WFTH lHE POLICY PROVISIONS

I

AUTHORIZED REPRESENTAlIYE

AuIhcfized ReJgtresenlatve ~_yen~ ~~~~~bullw __ J_ PIaI Risk SenIkes NonheasI Inc

ISgt 1988-2009 ACORD CORPORATION AI righIs reserved

ACORD 25 (2009101 The ACORD name and logo are registered marks ofACORD Page 1 of2

ADDITIONAL REMARKS SCHEDULE AGENCY

Aon Risk Services Northeast Inc 199 Water Street New York NY 10038 Phone 8662667475 Fax 8664677847

NAIlED INSURED IntemaUonal Business Machines CoIp amp Ally Other SubsidiaIy CoIp Owned Of Contro8ed by lIle Insured 1 New Ordlard Road Armonk NY 10504 United Slates

EFFECTIVE DATE

ADDITIONAL REMARKS

THIS ADDITIONAL REMARKS FORM IS A SCHEDULE TO ACORD FORM

FORM NUMBER 25 FORM TITLE CERTIFICATE OF LIABILITY INSURANCE

[Alameda County Department of SOcial Services County of Alameda its Board of SUpervisors the individual members hereof and all County officers agents employees and representatives are hereby named as additional insureds on

General Liability policies but only to the extent that their interest may appear

Additional Language The insurance coverage provided for herein shall be primary and non contributory only wi1h respect to liabHity arising out of this Agreement with respect to liabHity arising out of IBMs negligence and as respects this contract only

Project IBM Education Pack Services

If there is a question regarding this certificate please contact Edward DiNardo (Email dinardoeusibmcom Phone 916-567-2922)

~ operations incidental to the conduct of insureds business in the United States of America

ACORD 101 (2008101) 2008 ACORD CORPORA nON All rights reserved The ACORD name and logo are registered marks of ACORD

Page 20f2

tC~RiJ CERTIFICATE OF LIABILITY INSURANCE I DlTE 1I1IfDOIYYYY)

21102012

THIS CERnFICATE IS ISSUED AS A MATTER OF INFORMA nON ONLY AND CONFERS NO RIGHTS UPON TIE CERTIFICATE HOLDER THIS CERnFICATE DOES NOT AFFlRMAnvaY OR NEGAnVELY AMEND EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POUCIES BELOW THIS CERnFICATE OF INSURANCE DOES NOT CONSTITUlE A CONTRACT BETWEEN THE ISSUING INSURER(S) AUTHORIZED REPRESENTAnVE OR PRODUCER AND TIE CERTIFICATE HOLDER

IMPORTANT Iftlle certifieate holder is an ADDITIONAL INSURED the policy(ies) must be endorsed If SUBROGAnON IS WAIVED subject to the terms and conditions of the policy certain policies may require an endorsement A statement on this certifICate does not confer rights to the certificate holder in lieu of such endorsement(s)

PRODUCER =~NT Aon Risk Services Northeast Inc 1pound Ir~No)199 Water Street New York NY 10038 Phone 8662667475 Fax 8664677847 INSURER(S) AFFORDING COIlERAGE HAIC

INSURED COMPNff A liberty Insurance Corporal

International Business Madlines CoqJ COMNoIY B liberty MulJaIII1SUrIIIIlt8 CcrIyengtany 1 New Ord1ard Road COMNoIY Co National Union Fino ance Company d 1IIIsbtJrgh PA Amlonk NY 10504 United Stales

COVERAGES CERT1FICATE NUMBER154796 REVISION NUMBER- THIS IS TO CERTIFY THAT THE POlICIES OF INSURANCE LISTED BEleW HAVE BEEN ISSueD TO THE INSUREO NAMED ABOVE FOR THE POlICY PERIOD INDICATED NOTWITHSTANDING ANY REQUIREMENT TERM OR CONDITION OF ANY COOTRACT OR OTHER DOCUMENT 1MTH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN THE INSURANCE AFFORDEO BY THE POLICIES DESCRIBEO HEREIN IS SUBJECT TO ALL THE TERMS EXCLUSIONS AND CONDITIONS OF SUCH POliCIES LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID ClAIMS

11tf TYPE OF INSURANCE IIHSR IWVD POLICY NIMIIER ~1fgtUCYEXP UIlITS

GENERAl UAaUlY I EACH OCCURRENCE

COMMERCIAL GENERAl LiABlLI1Y ~~~e~~nce) CLAIMS-MADE D OCCUR MED EXP (Anyone fgten)

PERSONAl amp AlN INJURY

GENERAl AGGREGATE

ESPER ~CT5 - calpop AGG

nLOC AIlOIIOIlILE UAaUlY COMBINED SINGLE LIMIT - (Ea 8Cdde1t)

ANY AUTO BOOI L Y INJURY (Per fgte11lOt)-shy

ALL OWNED AUTOS BODILY INJURY (Per accident)-

- SCHEDULED AUTOS PROPERTY DAMAGE

HIRED AUTOS (Per accident) -

NON-OWNED AUTOS - ~

UIIBRELlA UAB HOCCUR

EACH OCCURRENCE-EXCESSUAB CLAIMS-MADE AGGREGATE

---- DEDUCTIBLE

A WORKERS COIIPENSAllON WA7-6I)()0415ef4Z AOSPRNYlshy 11112012 1III2OIa X I T~~JWs I IO~A AND EMPLOYERS UAaUlY WA7-62D-laquol41SHi12 IYil 11112012 11112013 A YIM WC1~I-ltIOU5amp-I52 (OR WI) 11112012 11112013 $100000A ANY PROIRIETORIPARTNERlEXECUTIVE ~

MIA ~1_ExaNOHl 11112012 11112013 EL EACH ACCIDENT OFACERIMEI4BER EXClUDEDI (Mandatory In NKI

BH2HIC14158-1M2(V1) 11112012 11112013 EL DISEASE- EA EMPLOYEE $1ooampQQc 83-118922 a-) 11112012 IttrlO13

bull ~~~OPERATIONSIlet_ EL DISEASE POliCY LIMIT $100000

bull

DESCRIPllON OF OPERATIONS I LOCAnONS I VEHICLES (Attech ACORD 101 MdIlloMI Renlarlc8lchedule r mono fMICI Is required)

bullbull Includes EL coverage for monopolistic states NO PR WA WY

Please see page 2 for any additional language

CERT1FICATE HOLDER CANCELLATlON

Alameda County Department of Social Services 2000 San Pablo Ave Oakland CA 94612 United States

SHOULD Atlaquo OF THE ABOVE DESCRI8ED POUCIES BE CANCELLED BEFORE THE EXPIRATION DATE 1lIEREOF NOTICE WILL BE DELIVERED IN ACCORDANCE WrrH THE POLICY PROVISIONS

I

AUTHOIIZED REPRESEHTA1IYE

IIiutJori2od ~ smiddot~ _~4-~(~--w ___ --~~ -~kin Risk SeNices Nor1heast Inc

copy 1881-2009 ACORD CORPORA TlON An nghts reserved ACORD 26 (2009109) The ACORD name and logo are registered marks ofACORD

Page 1 of 2

ADDITIONAL REMARKS SCHEDULE AGENCY

ADo Risk Services Northeast Inc 199 Water Street New York NY 10038 Phone 8662667475 Fax 8664677847

NAIlED INSURED International Business Machines Corp 1 New Onhani Road Armonk NY 10504 United states

EFFECTIVE MTE

ADDmONAL REMARKS

THIS ADDITIONAL REMARKS FORM IS A SCHEDULE TO ACORD FORM

FORM NUMBER 25 FORM 11TLE CERTIFICATE OF LIABILITY INSURANCE

Project IBM Education Pack Services

Ifthere is a question regarding this certificate please contact Edward DiNardo (Email dinardoeusibmcom Phone 916-567-2922)

All operations incidental to the conduct of insureds business in the United States of America

ACORD 101 (2008101) C 2008 ACORD CORPORATION All rights reserved The ACORD name and logo are registered mal1ls of ACORD

Page 20f2

AKl K NAKAO Director

G~-r)ipDecember 5 2011

DEC 08 lOl1 TO Caroline Judy Assistant Direltltor GSA

RECE~vED FROM Tudor S Mosu Procurement Specialist n

SUBJECf Finding ofNon-Competition bull Sote Source 2084 Purchase from International Business Machines Corp Sacramento CA

This is to document my finding that competitive bidding is not possible for the purchase ofall IBM Education Pack in tho amount oUI 4994000 for the Social Services Agency (SSA) Infonnation Systems Department and therefore the Departmental Justification to Request a Waiver ofCounty Competitive Bidding Requirement copy attached is approved

In accordance with the County Administrative Code Section 412010 entitled UPurchases to be by Competitive Quotation all purchases of and contracts for materials supplies services fwnishings equipment livestock and other personal property shall be based wherever possible on competitive quotations

I have reviewed and researched the product and marketplace Based on my research ofthe departmental justifi~tion and internet I have detennined the requested product and supplier cannot be substituted and satisfy the Countys requirements International Business Machines Corp (IBM) is the only vendor capable to provide an online account to be used for IBM private courses at SSA on WM business intelligence data warehouse reporting classes IBM will add the SSA content customized to the training environment using Cognos Framework Manager and will provide a suite oftraining public and private courses technical conferences and selfmiddotpaced virtual classes This sole source request was posted on the County website for ten (10) business days and no other proposal was received Therefore competitive quotations are not possible and the request is recommended for your approval

The Social Services Agency is to obtain Board approval for services that exceed $25000 requesting authorization from the President of the Board to sign the contract or approve the purchase The Auditor-Controller issues Board signed contracts and Board approved purchase orders and purchase order changes withwithout signed contracts

te IIktt II Peill-o ValenciaDeputy Direct6rlDate

GSA Office ofAcquisition Policy

SLEB Compliant ______

Date~~~~_________ Director GSA

Attachment(s)

1401 LAKISIDE DRIVU SUITL 907 OAKLND CALIFORNIA 94612 PHmr 5102989600 [AX 5[02089626 wwwlt5(itnc~ovorg

GSA Sole Source Procurements - Alameda County Page lof2o Ala~~da co~ntys Offl~lal ~ebslte Skip County Banner 0 SHARE rJf l

~ go WoOFg i QUick links Citizens Business Seerch aegov IGO I Government Emergencies

GSA Home

Home

Introduction

AwardedClosed Contracts

Current Contracting Opportunltles

Arch 8 Engineering Construction

Sole Source Procurements

Goods 8 Services The contracts described below have been determined to comply with the County Sole Source Policy in ~flesrlonal Services that only a single source is available andor valid sole source exceptions to the competitive process

I-===----f exisl Upcoming ContractIng Opportunities

Arch amp Englnoaring Construction Goods amp Services ProfessIonal ServlceQ

Sole Source Procurements

Highland Project Contracts

AwardedClosedContracts CUlTent Contracting Opportunltles Upcoml Contracting

Contacts Teams

Vendor Info Vendor Guide Vendor Application (Online) Vendor Application

Public Works (PWA) Contracting Opportunities

CDA Construction Contracting Opportunities

StopWasteOrg

Advance NotIce of SoJe Source purchases are posted on-line for a minimum of five (Ii) business days prior to a contract being awarded For any additlonallnformatlon regarding contracts posted on thIs website please contact the appropriate parson listed below Thank you for your interest

Source Contract DescrIption

f1Ef1l Online Training Courses

f1I3JI Repair and Test fIre fighting ProtectiVe Clothing

Electro Shock Guns Cartridges BaHerlee amp Accessories

Estimate Award Date

120212011

11302011

111172011

Contact Person

Tudor S Mosu (510) 208-9614

Tudor S Mosu (510) 208-9614

Tudor S Mosu (510) 208-9614

mhtmIfilelICUserstmosuAppDataLocalMicrosoftWindowsTemporary Internet FilesContentOutlook1OYF6YPOGSA S 1210612011

Alameda County Auclttor-Controller Agencv Office of Contract Compliance OCC

FEDERAL GRANT FUNDS SMALL LOCAL EMERGING BUSINESS (SUI) WAIVER REQUEST

REQUIREDTOSOUCIT BlOSPROPOSALSAND AWARt)AMENO CONTRACTS THAT INCUJDe FtoERAl GRANT FUNDS THAT fROHI51l GIOORAPHICAl PREFERENCE)

mSfCDOfltcompr middot6 bbw and submit fhts form wlfh supporifng doclfrnentaion pecificolty stoHng that geographle preferences om bonnad fer the requetfed procurement to Tcmtnee TRlong Auditor Controller ace a QC 20111 or vIa email tot1Wlmf1lmn9_~99Uponapprovala fampdeKal Fundt WaNer number wm be I$SitEtd This numbM Is a mandatOf) field rGqooed tQ enter Q Procurement CollirUct In ALCOUMt ace wlJi mft-m upprovaill and denkds to tile Requesfing Depmtmem listed belew It IIIIftoI WQJvCW Is to $Cliett bids resubmlt c IOPY of the originally signed form Q nsed to tIWOrdlarYileM eo~ttI~ rlllquired addltlOlQllnfOOYlofl~l (3JiC bllliowl

1 Requasiing Department Ncme~_~~~9______ _~__________

A Contact First and Lost Nome~a~y Chen ___ _____ QiC 20203 __

8 Email Address~~~aOQCVmiddotorg ___ Phone Number ~~~~~ ____ 2 Procu~ement Oescriptlcm To p~asl an IB~~~tl0f~Jntonlln~ account) th~~lIIJr~~~

_IB~~~~gn~ pub~8 p~ate traini~gtpoundOUrses far saA Siaff _ CFOA No _9_~_5_5e___

3 1~~l9n~ checK aP2rgl~~~QY to fndrcqjg reason forYfaiver re9Y~______---

A 0 SoBd Bids with County Counsel approved modifled SlEB provlslons ___1___L__ ~

Wmvef Requeii ~ I=====================u____ t-__----i _101gt~r---------------- w 4 - bull _ IiT__ __ middot_-------1bull -- bullbull loW

IB II Award Contract wih COllnty COlJnSel OPPlOV(~ modifiampi SlES provIsions J IlL3 I W4livElf hquaat Delfs I

l ControctorNameCitYIM~IaClesett --~------------- iI Total Contract ValtJe $1499~O~ 5 3 fs i

L 3 fpoundlltroct S~ Date ~LJ~)2 U- COltmct End Dote=--zbJ~_IT1- - ~----- --~ -------- C 0 Contract Amendment --1_~J_ Also complete R 11 B2) and B 3) above WaWQr Req~Date

Dnme expiration Dote __~J1_ bull OMoo6Y Increase Amount $___~__~ ----~----~-- shy4 g Check here to in(iicate thai the FedefQ~ regulation Is ofialChed and speciflcally prohibits

geographical preferencs$ rrown he proc)r~met1 described above

Federal Re~Jutotlon NameNumber H~ltht~ S~~~L2~45ER~_~__~_

5 pound1 Che~~k here to lndicats that the Fedarar grant fundi are sub granted or PQssed through the State to the Couniy where State laws prohibit geogroph1cai preferences from the proctffemenf described obove and sub granf documerlts are aHached

State Regulation NomeNum r---=__

6 ---~~~~~~~gt-r--4-----n7io-y----shy r OClte

EPLS Search Results Page 1 of 1

Excluded Parties List System EPLS

Search Results Excluded By Firm Entity or Vessel International Business Machines Corporation

as of 14-Feb-2012 229 PM EST

Your search returned no results

httpsllwwweplsgoveplssearchdo full_name= Intemational+Business+Machines+Corpo 2142012

________________________________ _

Contract No ________

EXHIBITD

COUNTY OF ALAMEDA DEBARMENT AND SUSPENSION CERTIFICATION

(Applicable to all agreements funded in part or whole with federal funds and contracts over $25000)

The contractor under penalty of perjury certifies that except as noted below contractor its principals and any named and unnamed subcontractor

bull Is not currently under suspension debarment voluntary exclusion or

determination of ineligibility by any federal agency

bull Has not been suspended debarred voluntarily excluded or determined

ineligible by any federal agency within the past three years

bull Does not have a proposed debarment pending and

bull Has not been indicted convicted or had a civil judgment rendered against it by

a court of competent jurisdiction in any matter involving fraud or official

misconduct within the past three years

If there are any exceptions to this certification insert the exceptions in the following space

Exceptions will not necessarily result in denial of award but will be considered in determining contractor responsibility For any exception noted above indicate belOw to whom it applies initiating agency and dates of action

Notes Providing false information may result in criminal prosecution or administrative sanctions The above certification is part of the Standard Services Agreement Signing this Standard Services Agreement on the signature portion thereof shall also constitute signature of this Certification

CONTRACTOR __~~__L-

PRINCIPAL~~---ll-I-L-_o_--GlI_V__f___ TITLE~~)(UltJ~ltCJJ St(

SIGNATURE~-+-----=----____ DATEcl ~ (jJ~

32of33

Contract No _______

EXHmITE

COUNTY OF ALAMEDA CONTRACT COMPLIANCE REPORTING REQUIREMENTS

Upon receipt of signed contract documents prime contractor shall immediately enterassign subcontractors in the Syste~ confum payments received from the County within 5 business days in the Syste~ immediately enter payments made to subcontractors and ensure that subcontractors confirm they received payments within 5 business days in the System Subcontractors shall confirm their payments received from the prime contractor within 5 business days in the System

Alameda County Contract Compliance System training and ongoing support are provided at no charge to contractors and participating sub-contractors awarded a contract as a result of this bid process for this project Contractors having contracts with the County should schedule a representative from their officecompany along with each of their subcontractors to attend training The training schedule may be viewed online at httpwwwelationsyscomelatiollsysisupport lhtm or call Elation Systems at (510) 764shy1870 A special access code will be provided to contractors and subcontractors participating in this contract awarded to allow use of the System free of charge

It is the Contractors responsibility to ensure that they and their subcontractors are registered and trained as required to utilize the Alameda County Contract Compliance System Training sessions are approximately one hour and will be held periodically in a number of locations throughout Alameda COWlty

330f33

DATE MDDIYYYYCERTIFICATE OF LIABILITY INSURANCE 211012012

THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMA11ON ONLY AND CONFERS NO RIGHTS UPON TtE CERTFICATE HOLDER THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND EXTEND OR AtTER THE COVERAGE AFFORDED BY THE POUCIES BELOW THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BElWEEN THE ISSUING INSURER(S) AUTHORIZED REPRESENTATIVE OR PRODUCER AND TtE CERTIFICATE HOLDER

IMPORTANT If the certificate holder is an ADDmONAL INSURED the policy(ies) must be endorsed If SUBROGATION IS WAIVED subject to the terms and conditions ofthe policy certain policies may require an endorsement A statement on this certificate does not confer rights to the certificate holder in lieu of such enciorseme s

PROOUCER

Aon Risk Services Northeast Inc 199 Water Street New York NY 10038 Phone 8662667475 Fax 8664677847 AFFORDING COVERAGE HAIC INSURED COMPANY A ACE American Insurance Company

lnIemationaI Business -4achines Corp amp My Other Subsidiary Corp Owned 01 ConIrDlled by the Insured 1 New Orohan Road Armonk NY 10504 United Slates

INSUR

COVERAGES CERllFICATE NUMBER154795 REVISION NUMBER THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED NOTWITHSTANDING ANY REQUIREMENT TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO VllHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS EXCLUSIONS AND CONDITIONS OF SUCH POLICIES LlMrTS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS

INSR (fiUCf EFF POUCfEXPLTR TYPE OF INSURANCE POLICY NUMBER til UMITS

A GENERAL UABIUTY HDOG25529236 5212011 1512112012 EACH OCCURRENCE $1OQMQQ--shy~~ X COMMERCIAl GENERAl LIABILITY PREMISE$Ea ~~ncel 11000 000 = CLAIUS-MAOE [KJ OCCUR UED EXP (Anyone person) S2500000

- I PERSONAl amp ArN INJURY $1000000-

-- ~GENERAL AGGREGotTE $1000000

~L AGGREr9L1MIT ArPER i PROOUCTS-COMP~AGG $1000000

POLICY ~ LOG I i A AUlOIIOBILE UABlUlY ISAH08635948 51212011 51212012 COMBINED SINGLE LIMIT

51000000---shy (Eaarridentll2t ANY AUTO BOOIL Y INJURY (Per personl ALL OWNEO AUTOS f-shy

- ~LY INJURY (Peracddenl) SCHEDULED AUTOS PROPERTY DAMAGE-

- HIREOAUTOS i(Per_) r-middotmiddotmiddotmiddotmiddot

--shy ~AUTOS

I I UlIBRElILA UAB

I

Irl OCCUR i EACH OCCURRENCE

~

EXCESSUAS ~~ CLAIMS-MAOE AGGREGATE

- DEDUCTIBlE

IRETEImON $ WORIltERS COIIPENSA11ON i I~~Ullis I IdegJrANDEMPLOYERSUABUTY YIN shy

ANY PROPRIETORiPARTNERIEXECUTlVE D NIA

I

EL EACH ACCIDENT OFFlCERMEIBIR EXaUOED

I EL DISEASE - EA EMPLOYEE m(MIndaIoIy In NHI

~~~~~TIONSbel i EL OISEASEmiddot POLICY LIMIT

i i I I DESCRIP110N OF OPERATION$ LOCATION$I YEHlCLES Aflach ACORD 101 AcldiUoMlRemrb $chedm is ngtqulroocl)

Please see page 2 for any additional language

CERllFICATE HOLDER CANCELLAllON

Alameda County Department of Social Services 2000 San Pablo Ave Oakland CA 94612 United States

SHOULD ANY OF 1ME ABOVE DESCRIBED POLICIES BE CANCE1lED BEFORE lHE EXPlRA110N DATE lHEREOF NOnce WILL BE DElNERED IN ACCORDANCe WFTH lHE POLICY PROVISIONS

I

AUTHORIZED REPRESENTAlIYE

AuIhcfized ReJgtresenlatve ~_yen~ ~~~~~bullw __ J_ PIaI Risk SenIkes NonheasI Inc

ISgt 1988-2009 ACORD CORPORATION AI righIs reserved

ACORD 25 (2009101 The ACORD name and logo are registered marks ofACORD Page 1 of2

ADDITIONAL REMARKS SCHEDULE AGENCY

Aon Risk Services Northeast Inc 199 Water Street New York NY 10038 Phone 8662667475 Fax 8664677847

NAIlED INSURED IntemaUonal Business Machines CoIp amp Ally Other SubsidiaIy CoIp Owned Of Contro8ed by lIle Insured 1 New Ordlard Road Armonk NY 10504 United Slates

EFFECTIVE DATE

ADDITIONAL REMARKS

THIS ADDITIONAL REMARKS FORM IS A SCHEDULE TO ACORD FORM

FORM NUMBER 25 FORM TITLE CERTIFICATE OF LIABILITY INSURANCE

[Alameda County Department of SOcial Services County of Alameda its Board of SUpervisors the individual members hereof and all County officers agents employees and representatives are hereby named as additional insureds on

General Liability policies but only to the extent that their interest may appear

Additional Language The insurance coverage provided for herein shall be primary and non contributory only wi1h respect to liabHity arising out of this Agreement with respect to liabHity arising out of IBMs negligence and as respects this contract only

Project IBM Education Pack Services

If there is a question regarding this certificate please contact Edward DiNardo (Email dinardoeusibmcom Phone 916-567-2922)

~ operations incidental to the conduct of insureds business in the United States of America

ACORD 101 (2008101) 2008 ACORD CORPORA nON All rights reserved The ACORD name and logo are registered marks of ACORD

Page 20f2

tC~RiJ CERTIFICATE OF LIABILITY INSURANCE I DlTE 1I1IfDOIYYYY)

21102012

THIS CERnFICATE IS ISSUED AS A MATTER OF INFORMA nON ONLY AND CONFERS NO RIGHTS UPON TIE CERTIFICATE HOLDER THIS CERnFICATE DOES NOT AFFlRMAnvaY OR NEGAnVELY AMEND EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POUCIES BELOW THIS CERnFICATE OF INSURANCE DOES NOT CONSTITUlE A CONTRACT BETWEEN THE ISSUING INSURER(S) AUTHORIZED REPRESENTAnVE OR PRODUCER AND TIE CERTIFICATE HOLDER

IMPORTANT Iftlle certifieate holder is an ADDITIONAL INSURED the policy(ies) must be endorsed If SUBROGAnON IS WAIVED subject to the terms and conditions of the policy certain policies may require an endorsement A statement on this certifICate does not confer rights to the certificate holder in lieu of such endorsement(s)

PRODUCER =~NT Aon Risk Services Northeast Inc 1pound Ir~No)199 Water Street New York NY 10038 Phone 8662667475 Fax 8664677847 INSURER(S) AFFORDING COIlERAGE HAIC

INSURED COMPNff A liberty Insurance Corporal

International Business Madlines CoqJ COMNoIY B liberty MulJaIII1SUrIIIIlt8 CcrIyengtany 1 New Ord1ard Road COMNoIY Co National Union Fino ance Company d 1IIIsbtJrgh PA Amlonk NY 10504 United Stales

COVERAGES CERT1FICATE NUMBER154796 REVISION NUMBER- THIS IS TO CERTIFY THAT THE POlICIES OF INSURANCE LISTED BEleW HAVE BEEN ISSueD TO THE INSUREO NAMED ABOVE FOR THE POlICY PERIOD INDICATED NOTWITHSTANDING ANY REQUIREMENT TERM OR CONDITION OF ANY COOTRACT OR OTHER DOCUMENT 1MTH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN THE INSURANCE AFFORDEO BY THE POLICIES DESCRIBEO HEREIN IS SUBJECT TO ALL THE TERMS EXCLUSIONS AND CONDITIONS OF SUCH POliCIES LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID ClAIMS

11tf TYPE OF INSURANCE IIHSR IWVD POLICY NIMIIER ~1fgtUCYEXP UIlITS

GENERAl UAaUlY I EACH OCCURRENCE

COMMERCIAL GENERAl LiABlLI1Y ~~~e~~nce) CLAIMS-MADE D OCCUR MED EXP (Anyone fgten)

PERSONAl amp AlN INJURY

GENERAl AGGREGATE

ESPER ~CT5 - calpop AGG

nLOC AIlOIIOIlILE UAaUlY COMBINED SINGLE LIMIT - (Ea 8Cdde1t)

ANY AUTO BOOI L Y INJURY (Per fgte11lOt)-shy

ALL OWNED AUTOS BODILY INJURY (Per accident)-

- SCHEDULED AUTOS PROPERTY DAMAGE

HIRED AUTOS (Per accident) -

NON-OWNED AUTOS - ~

UIIBRELlA UAB HOCCUR

EACH OCCURRENCE-EXCESSUAB CLAIMS-MADE AGGREGATE

---- DEDUCTIBLE

A WORKERS COIIPENSAllON WA7-6I)()0415ef4Z AOSPRNYlshy 11112012 1III2OIa X I T~~JWs I IO~A AND EMPLOYERS UAaUlY WA7-62D-laquol41SHi12 IYil 11112012 11112013 A YIM WC1~I-ltIOU5amp-I52 (OR WI) 11112012 11112013 $100000A ANY PROIRIETORIPARTNERlEXECUTIVE ~

MIA ~1_ExaNOHl 11112012 11112013 EL EACH ACCIDENT OFACERIMEI4BER EXClUDEDI (Mandatory In NKI

BH2HIC14158-1M2(V1) 11112012 11112013 EL DISEASE- EA EMPLOYEE $1ooampQQc 83-118922 a-) 11112012 IttrlO13

bull ~~~OPERATIONSIlet_ EL DISEASE POliCY LIMIT $100000

bull

DESCRIPllON OF OPERATIONS I LOCAnONS I VEHICLES (Attech ACORD 101 MdIlloMI Renlarlc8lchedule r mono fMICI Is required)

bullbull Includes EL coverage for monopolistic states NO PR WA WY

Please see page 2 for any additional language

CERT1FICATE HOLDER CANCELLATlON

Alameda County Department of Social Services 2000 San Pablo Ave Oakland CA 94612 United States

SHOULD Atlaquo OF THE ABOVE DESCRI8ED POUCIES BE CANCELLED BEFORE THE EXPIRATION DATE 1lIEREOF NOTICE WILL BE DELIVERED IN ACCORDANCE WrrH THE POLICY PROVISIONS

I

AUTHOIIZED REPRESEHTA1IYE

IIiutJori2od ~ smiddot~ _~4-~(~--w ___ --~~ -~kin Risk SeNices Nor1heast Inc

copy 1881-2009 ACORD CORPORA TlON An nghts reserved ACORD 26 (2009109) The ACORD name and logo are registered marks ofACORD

Page 1 of 2

ADDITIONAL REMARKS SCHEDULE AGENCY

ADo Risk Services Northeast Inc 199 Water Street New York NY 10038 Phone 8662667475 Fax 8664677847

NAIlED INSURED International Business Machines Corp 1 New Onhani Road Armonk NY 10504 United states

EFFECTIVE MTE

ADDmONAL REMARKS

THIS ADDITIONAL REMARKS FORM IS A SCHEDULE TO ACORD FORM

FORM NUMBER 25 FORM 11TLE CERTIFICATE OF LIABILITY INSURANCE

Project IBM Education Pack Services

Ifthere is a question regarding this certificate please contact Edward DiNardo (Email dinardoeusibmcom Phone 916-567-2922)

All operations incidental to the conduct of insureds business in the United States of America

ACORD 101 (2008101) C 2008 ACORD CORPORATION All rights reserved The ACORD name and logo are registered mal1ls of ACORD

Page 20f2

AKl K NAKAO Director

G~-r)ipDecember 5 2011

DEC 08 lOl1 TO Caroline Judy Assistant Direltltor GSA

RECE~vED FROM Tudor S Mosu Procurement Specialist n

SUBJECf Finding ofNon-Competition bull Sote Source 2084 Purchase from International Business Machines Corp Sacramento CA

This is to document my finding that competitive bidding is not possible for the purchase ofall IBM Education Pack in tho amount oUI 4994000 for the Social Services Agency (SSA) Infonnation Systems Department and therefore the Departmental Justification to Request a Waiver ofCounty Competitive Bidding Requirement copy attached is approved

In accordance with the County Administrative Code Section 412010 entitled UPurchases to be by Competitive Quotation all purchases of and contracts for materials supplies services fwnishings equipment livestock and other personal property shall be based wherever possible on competitive quotations

I have reviewed and researched the product and marketplace Based on my research ofthe departmental justifi~tion and internet I have detennined the requested product and supplier cannot be substituted and satisfy the Countys requirements International Business Machines Corp (IBM) is the only vendor capable to provide an online account to be used for IBM private courses at SSA on WM business intelligence data warehouse reporting classes IBM will add the SSA content customized to the training environment using Cognos Framework Manager and will provide a suite oftraining public and private courses technical conferences and selfmiddotpaced virtual classes This sole source request was posted on the County website for ten (10) business days and no other proposal was received Therefore competitive quotations are not possible and the request is recommended for your approval

The Social Services Agency is to obtain Board approval for services that exceed $25000 requesting authorization from the President of the Board to sign the contract or approve the purchase The Auditor-Controller issues Board signed contracts and Board approved purchase orders and purchase order changes withwithout signed contracts

te IIktt II Peill-o ValenciaDeputy Direct6rlDate

GSA Office ofAcquisition Policy

SLEB Compliant ______

Date~~~~_________ Director GSA

Attachment(s)

1401 LAKISIDE DRIVU SUITL 907 OAKLND CALIFORNIA 94612 PHmr 5102989600 [AX 5[02089626 wwwlt5(itnc~ovorg

GSA Sole Source Procurements - Alameda County Page lof2o Ala~~da co~ntys Offl~lal ~ebslte Skip County Banner 0 SHARE rJf l

~ go WoOFg i QUick links Citizens Business Seerch aegov IGO I Government Emergencies

GSA Home

Home

Introduction

AwardedClosed Contracts

Current Contracting Opportunltles

Arch 8 Engineering Construction

Sole Source Procurements

Goods 8 Services The contracts described below have been determined to comply with the County Sole Source Policy in ~flesrlonal Services that only a single source is available andor valid sole source exceptions to the competitive process

I-===----f exisl Upcoming ContractIng Opportunities

Arch amp Englnoaring Construction Goods amp Services ProfessIonal ServlceQ

Sole Source Procurements

Highland Project Contracts

AwardedClosedContracts CUlTent Contracting Opportunltles Upcoml Contracting

Contacts Teams

Vendor Info Vendor Guide Vendor Application (Online) Vendor Application

Public Works (PWA) Contracting Opportunities

CDA Construction Contracting Opportunities

StopWasteOrg

Advance NotIce of SoJe Source purchases are posted on-line for a minimum of five (Ii) business days prior to a contract being awarded For any additlonallnformatlon regarding contracts posted on thIs website please contact the appropriate parson listed below Thank you for your interest

Source Contract DescrIption

f1Ef1l Online Training Courses

f1I3JI Repair and Test fIre fighting ProtectiVe Clothing

Electro Shock Guns Cartridges BaHerlee amp Accessories

Estimate Award Date

120212011

11302011

111172011

Contact Person

Tudor S Mosu (510) 208-9614

Tudor S Mosu (510) 208-9614

Tudor S Mosu (510) 208-9614

mhtmIfilelICUserstmosuAppDataLocalMicrosoftWindowsTemporary Internet FilesContentOutlook1OYF6YPOGSA S 1210612011

Alameda County Auclttor-Controller Agencv Office of Contract Compliance OCC

FEDERAL GRANT FUNDS SMALL LOCAL EMERGING BUSINESS (SUI) WAIVER REQUEST

REQUIREDTOSOUCIT BlOSPROPOSALSAND AWARt)AMENO CONTRACTS THAT INCUJDe FtoERAl GRANT FUNDS THAT fROHI51l GIOORAPHICAl PREFERENCE)

mSfCDOfltcompr middot6 bbw and submit fhts form wlfh supporifng doclfrnentaion pecificolty stoHng that geographle preferences om bonnad fer the requetfed procurement to Tcmtnee TRlong Auditor Controller ace a QC 20111 or vIa email tot1Wlmf1lmn9_~99Uponapprovala fampdeKal Fundt WaNer number wm be I$SitEtd This numbM Is a mandatOf) field rGqooed tQ enter Q Procurement CollirUct In ALCOUMt ace wlJi mft-m upprovaill and denkds to tile Requesfing Depmtmem listed belew It IIIIftoI WQJvCW Is to $Cliett bids resubmlt c IOPY of the originally signed form Q nsed to tIWOrdlarYileM eo~ttI~ rlllquired addltlOlQllnfOOYlofl~l (3JiC bllliowl

1 Requasiing Department Ncme~_~~~9______ _~__________

A Contact First and Lost Nome~a~y Chen ___ _____ QiC 20203 __

8 Email Address~~~aOQCVmiddotorg ___ Phone Number ~~~~~ ____ 2 Procu~ement Oescriptlcm To p~asl an IB~~~tl0f~Jntonlln~ account) th~~lIIJr~~~

_IB~~~~gn~ pub~8 p~ate traini~gtpoundOUrses far saA Siaff _ CFOA No _9_~_5_5e___

3 1~~l9n~ checK aP2rgl~~~QY to fndrcqjg reason forYfaiver re9Y~______---

A 0 SoBd Bids with County Counsel approved modifled SlEB provlslons ___1___L__ ~

Wmvef Requeii ~ I=====================u____ t-__----i _101gt~r---------------- w 4 - bull _ IiT__ __ middot_-------1bull -- bullbull loW

IB II Award Contract wih COllnty COlJnSel OPPlOV(~ modifiampi SlES provIsions J IlL3 I W4livElf hquaat Delfs I

l ControctorNameCitYIM~IaClesett --~------------- iI Total Contract ValtJe $1499~O~ 5 3 fs i

L 3 fpoundlltroct S~ Date ~LJ~)2 U- COltmct End Dote=--zbJ~_IT1- - ~----- --~ -------- C 0 Contract Amendment --1_~J_ Also complete R 11 B2) and B 3) above WaWQr Req~Date

Dnme expiration Dote __~J1_ bull OMoo6Y Increase Amount $___~__~ ----~----~-- shy4 g Check here to in(iicate thai the FedefQ~ regulation Is ofialChed and speciflcally prohibits

geographical preferencs$ rrown he proc)r~met1 described above

Federal Re~Jutotlon NameNumber H~ltht~ S~~~L2~45ER~_~__~_

5 pound1 Che~~k here to lndicats that the Fedarar grant fundi are sub granted or PQssed through the State to the Couniy where State laws prohibit geogroph1cai preferences from the proctffemenf described obove and sub granf documerlts are aHached

State Regulation NomeNum r---=__

6 ---~~~~~~~gt-r--4-----n7io-y----shy r OClte

EPLS Search Results Page 1 of 1

Excluded Parties List System EPLS

Search Results Excluded By Firm Entity or Vessel International Business Machines Corporation

as of 14-Feb-2012 229 PM EST

Your search returned no results

httpsllwwweplsgoveplssearchdo full_name= Intemational+Business+Machines+Corpo 2142012

Contract No _______

EXHmITE

COUNTY OF ALAMEDA CONTRACT COMPLIANCE REPORTING REQUIREMENTS

Upon receipt of signed contract documents prime contractor shall immediately enterassign subcontractors in the Syste~ confum payments received from the County within 5 business days in the Syste~ immediately enter payments made to subcontractors and ensure that subcontractors confirm they received payments within 5 business days in the System Subcontractors shall confirm their payments received from the prime contractor within 5 business days in the System

Alameda County Contract Compliance System training and ongoing support are provided at no charge to contractors and participating sub-contractors awarded a contract as a result of this bid process for this project Contractors having contracts with the County should schedule a representative from their officecompany along with each of their subcontractors to attend training The training schedule may be viewed online at httpwwwelationsyscomelatiollsysisupport lhtm or call Elation Systems at (510) 764shy1870 A special access code will be provided to contractors and subcontractors participating in this contract awarded to allow use of the System free of charge

It is the Contractors responsibility to ensure that they and their subcontractors are registered and trained as required to utilize the Alameda County Contract Compliance System Training sessions are approximately one hour and will be held periodically in a number of locations throughout Alameda COWlty

330f33

DATE MDDIYYYYCERTIFICATE OF LIABILITY INSURANCE 211012012

THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMA11ON ONLY AND CONFERS NO RIGHTS UPON TtE CERTFICATE HOLDER THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND EXTEND OR AtTER THE COVERAGE AFFORDED BY THE POUCIES BELOW THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BElWEEN THE ISSUING INSURER(S) AUTHORIZED REPRESENTATIVE OR PRODUCER AND TtE CERTIFICATE HOLDER

IMPORTANT If the certificate holder is an ADDmONAL INSURED the policy(ies) must be endorsed If SUBROGATION IS WAIVED subject to the terms and conditions ofthe policy certain policies may require an endorsement A statement on this certificate does not confer rights to the certificate holder in lieu of such enciorseme s

PROOUCER

Aon Risk Services Northeast Inc 199 Water Street New York NY 10038 Phone 8662667475 Fax 8664677847 AFFORDING COVERAGE HAIC INSURED COMPANY A ACE American Insurance Company

lnIemationaI Business -4achines Corp amp My Other Subsidiary Corp Owned 01 ConIrDlled by the Insured 1 New Orohan Road Armonk NY 10504 United Slates

INSUR

COVERAGES CERllFICATE NUMBER154795 REVISION NUMBER THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED NOTWITHSTANDING ANY REQUIREMENT TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO VllHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS EXCLUSIONS AND CONDITIONS OF SUCH POLICIES LlMrTS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS

INSR (fiUCf EFF POUCfEXPLTR TYPE OF INSURANCE POLICY NUMBER til UMITS

A GENERAL UABIUTY HDOG25529236 5212011 1512112012 EACH OCCURRENCE $1OQMQQ--shy~~ X COMMERCIAl GENERAl LIABILITY PREMISE$Ea ~~ncel 11000 000 = CLAIUS-MAOE [KJ OCCUR UED EXP (Anyone person) S2500000

- I PERSONAl amp ArN INJURY $1000000-

-- ~GENERAL AGGREGotTE $1000000

~L AGGREr9L1MIT ArPER i PROOUCTS-COMP~AGG $1000000

POLICY ~ LOG I i A AUlOIIOBILE UABlUlY ISAH08635948 51212011 51212012 COMBINED SINGLE LIMIT

51000000---shy (Eaarridentll2t ANY AUTO BOOIL Y INJURY (Per personl ALL OWNEO AUTOS f-shy

- ~LY INJURY (Peracddenl) SCHEDULED AUTOS PROPERTY DAMAGE-

- HIREOAUTOS i(Per_) r-middotmiddotmiddotmiddotmiddot

--shy ~AUTOS

I I UlIBRElILA UAB

I

Irl OCCUR i EACH OCCURRENCE

~

EXCESSUAS ~~ CLAIMS-MAOE AGGREGATE

- DEDUCTIBlE

IRETEImON $ WORIltERS COIIPENSA11ON i I~~Ullis I IdegJrANDEMPLOYERSUABUTY YIN shy

ANY PROPRIETORiPARTNERIEXECUTlVE D NIA

I

EL EACH ACCIDENT OFFlCERMEIBIR EXaUOED

I EL DISEASE - EA EMPLOYEE m(MIndaIoIy In NHI

~~~~~TIONSbel i EL OISEASEmiddot POLICY LIMIT

i i I I DESCRIP110N OF OPERATION$ LOCATION$I YEHlCLES Aflach ACORD 101 AcldiUoMlRemrb $chedm is ngtqulroocl)

Please see page 2 for any additional language

CERllFICATE HOLDER CANCELLAllON

Alameda County Department of Social Services 2000 San Pablo Ave Oakland CA 94612 United States

SHOULD ANY OF 1ME ABOVE DESCRIBED POLICIES BE CANCE1lED BEFORE lHE EXPlRA110N DATE lHEREOF NOnce WILL BE DElNERED IN ACCORDANCe WFTH lHE POLICY PROVISIONS

I

AUTHORIZED REPRESENTAlIYE

AuIhcfized ReJgtresenlatve ~_yen~ ~~~~~bullw __ J_ PIaI Risk SenIkes NonheasI Inc

ISgt 1988-2009 ACORD CORPORATION AI righIs reserved

ACORD 25 (2009101 The ACORD name and logo are registered marks ofACORD Page 1 of2

ADDITIONAL REMARKS SCHEDULE AGENCY

Aon Risk Services Northeast Inc 199 Water Street New York NY 10038 Phone 8662667475 Fax 8664677847

NAIlED INSURED IntemaUonal Business Machines CoIp amp Ally Other SubsidiaIy CoIp Owned Of Contro8ed by lIle Insured 1 New Ordlard Road Armonk NY 10504 United Slates

EFFECTIVE DATE

ADDITIONAL REMARKS

THIS ADDITIONAL REMARKS FORM IS A SCHEDULE TO ACORD FORM

FORM NUMBER 25 FORM TITLE CERTIFICATE OF LIABILITY INSURANCE

[Alameda County Department of SOcial Services County of Alameda its Board of SUpervisors the individual members hereof and all County officers agents employees and representatives are hereby named as additional insureds on

General Liability policies but only to the extent that their interest may appear

Additional Language The insurance coverage provided for herein shall be primary and non contributory only wi1h respect to liabHity arising out of this Agreement with respect to liabHity arising out of IBMs negligence and as respects this contract only

Project IBM Education Pack Services

If there is a question regarding this certificate please contact Edward DiNardo (Email dinardoeusibmcom Phone 916-567-2922)

~ operations incidental to the conduct of insureds business in the United States of America

ACORD 101 (2008101) 2008 ACORD CORPORA nON All rights reserved The ACORD name and logo are registered marks of ACORD

Page 20f2

tC~RiJ CERTIFICATE OF LIABILITY INSURANCE I DlTE 1I1IfDOIYYYY)

21102012

THIS CERnFICATE IS ISSUED AS A MATTER OF INFORMA nON ONLY AND CONFERS NO RIGHTS UPON TIE CERTIFICATE HOLDER THIS CERnFICATE DOES NOT AFFlRMAnvaY OR NEGAnVELY AMEND EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POUCIES BELOW THIS CERnFICATE OF INSURANCE DOES NOT CONSTITUlE A CONTRACT BETWEEN THE ISSUING INSURER(S) AUTHORIZED REPRESENTAnVE OR PRODUCER AND TIE CERTIFICATE HOLDER

IMPORTANT Iftlle certifieate holder is an ADDITIONAL INSURED the policy(ies) must be endorsed If SUBROGAnON IS WAIVED subject to the terms and conditions of the policy certain policies may require an endorsement A statement on this certifICate does not confer rights to the certificate holder in lieu of such endorsement(s)

PRODUCER =~NT Aon Risk Services Northeast Inc 1pound Ir~No)199 Water Street New York NY 10038 Phone 8662667475 Fax 8664677847 INSURER(S) AFFORDING COIlERAGE HAIC

INSURED COMPNff A liberty Insurance Corporal

International Business Madlines CoqJ COMNoIY B liberty MulJaIII1SUrIIIIlt8 CcrIyengtany 1 New Ord1ard Road COMNoIY Co National Union Fino ance Company d 1IIIsbtJrgh PA Amlonk NY 10504 United Stales

COVERAGES CERT1FICATE NUMBER154796 REVISION NUMBER- THIS IS TO CERTIFY THAT THE POlICIES OF INSURANCE LISTED BEleW HAVE BEEN ISSueD TO THE INSUREO NAMED ABOVE FOR THE POlICY PERIOD INDICATED NOTWITHSTANDING ANY REQUIREMENT TERM OR CONDITION OF ANY COOTRACT OR OTHER DOCUMENT 1MTH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN THE INSURANCE AFFORDEO BY THE POLICIES DESCRIBEO HEREIN IS SUBJECT TO ALL THE TERMS EXCLUSIONS AND CONDITIONS OF SUCH POliCIES LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID ClAIMS

11tf TYPE OF INSURANCE IIHSR IWVD POLICY NIMIIER ~1fgtUCYEXP UIlITS

GENERAl UAaUlY I EACH OCCURRENCE

COMMERCIAL GENERAl LiABlLI1Y ~~~e~~nce) CLAIMS-MADE D OCCUR MED EXP (Anyone fgten)

PERSONAl amp AlN INJURY

GENERAl AGGREGATE

ESPER ~CT5 - calpop AGG

nLOC AIlOIIOIlILE UAaUlY COMBINED SINGLE LIMIT - (Ea 8Cdde1t)

ANY AUTO BOOI L Y INJURY (Per fgte11lOt)-shy

ALL OWNED AUTOS BODILY INJURY (Per accident)-

- SCHEDULED AUTOS PROPERTY DAMAGE

HIRED AUTOS (Per accident) -

NON-OWNED AUTOS - ~

UIIBRELlA UAB HOCCUR

EACH OCCURRENCE-EXCESSUAB CLAIMS-MADE AGGREGATE

---- DEDUCTIBLE

A WORKERS COIIPENSAllON WA7-6I)()0415ef4Z AOSPRNYlshy 11112012 1III2OIa X I T~~JWs I IO~A AND EMPLOYERS UAaUlY WA7-62D-laquol41SHi12 IYil 11112012 11112013 A YIM WC1~I-ltIOU5amp-I52 (OR WI) 11112012 11112013 $100000A ANY PROIRIETORIPARTNERlEXECUTIVE ~

MIA ~1_ExaNOHl 11112012 11112013 EL EACH ACCIDENT OFACERIMEI4BER EXClUDEDI (Mandatory In NKI

BH2HIC14158-1M2(V1) 11112012 11112013 EL DISEASE- EA EMPLOYEE $1ooampQQc 83-118922 a-) 11112012 IttrlO13

bull ~~~OPERATIONSIlet_ EL DISEASE POliCY LIMIT $100000

bull

DESCRIPllON OF OPERATIONS I LOCAnONS I VEHICLES (Attech ACORD 101 MdIlloMI Renlarlc8lchedule r mono fMICI Is required)

bullbull Includes EL coverage for monopolistic states NO PR WA WY

Please see page 2 for any additional language

CERT1FICATE HOLDER CANCELLATlON

Alameda County Department of Social Services 2000 San Pablo Ave Oakland CA 94612 United States

SHOULD Atlaquo OF THE ABOVE DESCRI8ED POUCIES BE CANCELLED BEFORE THE EXPIRATION DATE 1lIEREOF NOTICE WILL BE DELIVERED IN ACCORDANCE WrrH THE POLICY PROVISIONS

I

AUTHOIIZED REPRESEHTA1IYE

IIiutJori2od ~ smiddot~ _~4-~(~--w ___ --~~ -~kin Risk SeNices Nor1heast Inc

copy 1881-2009 ACORD CORPORA TlON An nghts reserved ACORD 26 (2009109) The ACORD name and logo are registered marks ofACORD

Page 1 of 2

ADDITIONAL REMARKS SCHEDULE AGENCY

ADo Risk Services Northeast Inc 199 Water Street New York NY 10038 Phone 8662667475 Fax 8664677847

NAIlED INSURED International Business Machines Corp 1 New Onhani Road Armonk NY 10504 United states

EFFECTIVE MTE

ADDmONAL REMARKS

THIS ADDITIONAL REMARKS FORM IS A SCHEDULE TO ACORD FORM

FORM NUMBER 25 FORM 11TLE CERTIFICATE OF LIABILITY INSURANCE

Project IBM Education Pack Services

Ifthere is a question regarding this certificate please contact Edward DiNardo (Email dinardoeusibmcom Phone 916-567-2922)

All operations incidental to the conduct of insureds business in the United States of America

ACORD 101 (2008101) C 2008 ACORD CORPORATION All rights reserved The ACORD name and logo are registered mal1ls of ACORD

Page 20f2

AKl K NAKAO Director

G~-r)ipDecember 5 2011

DEC 08 lOl1 TO Caroline Judy Assistant Direltltor GSA

RECE~vED FROM Tudor S Mosu Procurement Specialist n

SUBJECf Finding ofNon-Competition bull Sote Source 2084 Purchase from International Business Machines Corp Sacramento CA

This is to document my finding that competitive bidding is not possible for the purchase ofall IBM Education Pack in tho amount oUI 4994000 for the Social Services Agency (SSA) Infonnation Systems Department and therefore the Departmental Justification to Request a Waiver ofCounty Competitive Bidding Requirement copy attached is approved

In accordance with the County Administrative Code Section 412010 entitled UPurchases to be by Competitive Quotation all purchases of and contracts for materials supplies services fwnishings equipment livestock and other personal property shall be based wherever possible on competitive quotations

I have reviewed and researched the product and marketplace Based on my research ofthe departmental justifi~tion and internet I have detennined the requested product and supplier cannot be substituted and satisfy the Countys requirements International Business Machines Corp (IBM) is the only vendor capable to provide an online account to be used for IBM private courses at SSA on WM business intelligence data warehouse reporting classes IBM will add the SSA content customized to the training environment using Cognos Framework Manager and will provide a suite oftraining public and private courses technical conferences and selfmiddotpaced virtual classes This sole source request was posted on the County website for ten (10) business days and no other proposal was received Therefore competitive quotations are not possible and the request is recommended for your approval

The Social Services Agency is to obtain Board approval for services that exceed $25000 requesting authorization from the President of the Board to sign the contract or approve the purchase The Auditor-Controller issues Board signed contracts and Board approved purchase orders and purchase order changes withwithout signed contracts

te IIktt II Peill-o ValenciaDeputy Direct6rlDate

GSA Office ofAcquisition Policy

SLEB Compliant ______

Date~~~~_________ Director GSA

Attachment(s)

1401 LAKISIDE DRIVU SUITL 907 OAKLND CALIFORNIA 94612 PHmr 5102989600 [AX 5[02089626 wwwlt5(itnc~ovorg

GSA Sole Source Procurements - Alameda County Page lof2o Ala~~da co~ntys Offl~lal ~ebslte Skip County Banner 0 SHARE rJf l

~ go WoOFg i QUick links Citizens Business Seerch aegov IGO I Government Emergencies

GSA Home

Home

Introduction

AwardedClosed Contracts

Current Contracting Opportunltles

Arch 8 Engineering Construction

Sole Source Procurements

Goods 8 Services The contracts described below have been determined to comply with the County Sole Source Policy in ~flesrlonal Services that only a single source is available andor valid sole source exceptions to the competitive process

I-===----f exisl Upcoming ContractIng Opportunities

Arch amp Englnoaring Construction Goods amp Services ProfessIonal ServlceQ

Sole Source Procurements

Highland Project Contracts

AwardedClosedContracts CUlTent Contracting Opportunltles Upcoml Contracting

Contacts Teams

Vendor Info Vendor Guide Vendor Application (Online) Vendor Application

Public Works (PWA) Contracting Opportunities

CDA Construction Contracting Opportunities

StopWasteOrg

Advance NotIce of SoJe Source purchases are posted on-line for a minimum of five (Ii) business days prior to a contract being awarded For any additlonallnformatlon regarding contracts posted on thIs website please contact the appropriate parson listed below Thank you for your interest

Source Contract DescrIption

f1Ef1l Online Training Courses

f1I3JI Repair and Test fIre fighting ProtectiVe Clothing

Electro Shock Guns Cartridges BaHerlee amp Accessories

Estimate Award Date

120212011

11302011

111172011

Contact Person

Tudor S Mosu (510) 208-9614

Tudor S Mosu (510) 208-9614

Tudor S Mosu (510) 208-9614

mhtmIfilelICUserstmosuAppDataLocalMicrosoftWindowsTemporary Internet FilesContentOutlook1OYF6YPOGSA S 1210612011

Alameda County Auclttor-Controller Agencv Office of Contract Compliance OCC

FEDERAL GRANT FUNDS SMALL LOCAL EMERGING BUSINESS (SUI) WAIVER REQUEST

REQUIREDTOSOUCIT BlOSPROPOSALSAND AWARt)AMENO CONTRACTS THAT INCUJDe FtoERAl GRANT FUNDS THAT fROHI51l GIOORAPHICAl PREFERENCE)

mSfCDOfltcompr middot6 bbw and submit fhts form wlfh supporifng doclfrnentaion pecificolty stoHng that geographle preferences om bonnad fer the requetfed procurement to Tcmtnee TRlong Auditor Controller ace a QC 20111 or vIa email tot1Wlmf1lmn9_~99Uponapprovala fampdeKal Fundt WaNer number wm be I$SitEtd This numbM Is a mandatOf) field rGqooed tQ enter Q Procurement CollirUct In ALCOUMt ace wlJi mft-m upprovaill and denkds to tile Requesfing Depmtmem listed belew It IIIIftoI WQJvCW Is to $Cliett bids resubmlt c IOPY of the originally signed form Q nsed to tIWOrdlarYileM eo~ttI~ rlllquired addltlOlQllnfOOYlofl~l (3JiC bllliowl

1 Requasiing Department Ncme~_~~~9______ _~__________

A Contact First and Lost Nome~a~y Chen ___ _____ QiC 20203 __

8 Email Address~~~aOQCVmiddotorg ___ Phone Number ~~~~~ ____ 2 Procu~ement Oescriptlcm To p~asl an IB~~~tl0f~Jntonlln~ account) th~~lIIJr~~~

_IB~~~~gn~ pub~8 p~ate traini~gtpoundOUrses far saA Siaff _ CFOA No _9_~_5_5e___

3 1~~l9n~ checK aP2rgl~~~QY to fndrcqjg reason forYfaiver re9Y~______---

A 0 SoBd Bids with County Counsel approved modifled SlEB provlslons ___1___L__ ~

Wmvef Requeii ~ I=====================u____ t-__----i _101gt~r---------------- w 4 - bull _ IiT__ __ middot_-------1bull -- bullbull loW

IB II Award Contract wih COllnty COlJnSel OPPlOV(~ modifiampi SlES provIsions J IlL3 I W4livElf hquaat Delfs I

l ControctorNameCitYIM~IaClesett --~------------- iI Total Contract ValtJe $1499~O~ 5 3 fs i

L 3 fpoundlltroct S~ Date ~LJ~)2 U- COltmct End Dote=--zbJ~_IT1- - ~----- --~ -------- C 0 Contract Amendment --1_~J_ Also complete R 11 B2) and B 3) above WaWQr Req~Date

Dnme expiration Dote __~J1_ bull OMoo6Y Increase Amount $___~__~ ----~----~-- shy4 g Check here to in(iicate thai the FedefQ~ regulation Is ofialChed and speciflcally prohibits

geographical preferencs$ rrown he proc)r~met1 described above

Federal Re~Jutotlon NameNumber H~ltht~ S~~~L2~45ER~_~__~_

5 pound1 Che~~k here to lndicats that the Fedarar grant fundi are sub granted or PQssed through the State to the Couniy where State laws prohibit geogroph1cai preferences from the proctffemenf described obove and sub granf documerlts are aHached

State Regulation NomeNum r---=__

6 ---~~~~~~~gt-r--4-----n7io-y----shy r OClte

EPLS Search Results Page 1 of 1

Excluded Parties List System EPLS

Search Results Excluded By Firm Entity or Vessel International Business Machines Corporation

as of 14-Feb-2012 229 PM EST

Your search returned no results

httpsllwwweplsgoveplssearchdo full_name= Intemational+Business+Machines+Corpo 2142012

DATE MDDIYYYYCERTIFICATE OF LIABILITY INSURANCE 211012012

THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMA11ON ONLY AND CONFERS NO RIGHTS UPON TtE CERTFICATE HOLDER THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND EXTEND OR AtTER THE COVERAGE AFFORDED BY THE POUCIES BELOW THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BElWEEN THE ISSUING INSURER(S) AUTHORIZED REPRESENTATIVE OR PRODUCER AND TtE CERTIFICATE HOLDER

IMPORTANT If the certificate holder is an ADDmONAL INSURED the policy(ies) must be endorsed If SUBROGATION IS WAIVED subject to the terms and conditions ofthe policy certain policies may require an endorsement A statement on this certificate does not confer rights to the certificate holder in lieu of such enciorseme s

PROOUCER

Aon Risk Services Northeast Inc 199 Water Street New York NY 10038 Phone 8662667475 Fax 8664677847 AFFORDING COVERAGE HAIC INSURED COMPANY A ACE American Insurance Company

lnIemationaI Business -4achines Corp amp My Other Subsidiary Corp Owned 01 ConIrDlled by the Insured 1 New Orohan Road Armonk NY 10504 United Slates

INSUR

COVERAGES CERllFICATE NUMBER154795 REVISION NUMBER THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED NOTWITHSTANDING ANY REQUIREMENT TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO VllHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS EXCLUSIONS AND CONDITIONS OF SUCH POLICIES LlMrTS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS

INSR (fiUCf EFF POUCfEXPLTR TYPE OF INSURANCE POLICY NUMBER til UMITS

A GENERAL UABIUTY HDOG25529236 5212011 1512112012 EACH OCCURRENCE $1OQMQQ--shy~~ X COMMERCIAl GENERAl LIABILITY PREMISE$Ea ~~ncel 11000 000 = CLAIUS-MAOE [KJ OCCUR UED EXP (Anyone person) S2500000

- I PERSONAl amp ArN INJURY $1000000-

-- ~GENERAL AGGREGotTE $1000000

~L AGGREr9L1MIT ArPER i PROOUCTS-COMP~AGG $1000000

POLICY ~ LOG I i A AUlOIIOBILE UABlUlY ISAH08635948 51212011 51212012 COMBINED SINGLE LIMIT

51000000---shy (Eaarridentll2t ANY AUTO BOOIL Y INJURY (Per personl ALL OWNEO AUTOS f-shy

- ~LY INJURY (Peracddenl) SCHEDULED AUTOS PROPERTY DAMAGE-

- HIREOAUTOS i(Per_) r-middotmiddotmiddotmiddotmiddot

--shy ~AUTOS

I I UlIBRElILA UAB

I

Irl OCCUR i EACH OCCURRENCE

~

EXCESSUAS ~~ CLAIMS-MAOE AGGREGATE

- DEDUCTIBlE

IRETEImON $ WORIltERS COIIPENSA11ON i I~~Ullis I IdegJrANDEMPLOYERSUABUTY YIN shy

ANY PROPRIETORiPARTNERIEXECUTlVE D NIA

I

EL EACH ACCIDENT OFFlCERMEIBIR EXaUOED

I EL DISEASE - EA EMPLOYEE m(MIndaIoIy In NHI

~~~~~TIONSbel i EL OISEASEmiddot POLICY LIMIT

i i I I DESCRIP110N OF OPERATION$ LOCATION$I YEHlCLES Aflach ACORD 101 AcldiUoMlRemrb $chedm is ngtqulroocl)

Please see page 2 for any additional language

CERllFICATE HOLDER CANCELLAllON

Alameda County Department of Social Services 2000 San Pablo Ave Oakland CA 94612 United States

SHOULD ANY OF 1ME ABOVE DESCRIBED POLICIES BE CANCE1lED BEFORE lHE EXPlRA110N DATE lHEREOF NOnce WILL BE DElNERED IN ACCORDANCe WFTH lHE POLICY PROVISIONS

I

AUTHORIZED REPRESENTAlIYE

AuIhcfized ReJgtresenlatve ~_yen~ ~~~~~bullw __ J_ PIaI Risk SenIkes NonheasI Inc

ISgt 1988-2009 ACORD CORPORATION AI righIs reserved

ACORD 25 (2009101 The ACORD name and logo are registered marks ofACORD Page 1 of2

ADDITIONAL REMARKS SCHEDULE AGENCY

Aon Risk Services Northeast Inc 199 Water Street New York NY 10038 Phone 8662667475 Fax 8664677847

NAIlED INSURED IntemaUonal Business Machines CoIp amp Ally Other SubsidiaIy CoIp Owned Of Contro8ed by lIle Insured 1 New Ordlard Road Armonk NY 10504 United Slates

EFFECTIVE DATE

ADDITIONAL REMARKS

THIS ADDITIONAL REMARKS FORM IS A SCHEDULE TO ACORD FORM

FORM NUMBER 25 FORM TITLE CERTIFICATE OF LIABILITY INSURANCE

[Alameda County Department of SOcial Services County of Alameda its Board of SUpervisors the individual members hereof and all County officers agents employees and representatives are hereby named as additional insureds on

General Liability policies but only to the extent that their interest may appear

Additional Language The insurance coverage provided for herein shall be primary and non contributory only wi1h respect to liabHity arising out of this Agreement with respect to liabHity arising out of IBMs negligence and as respects this contract only

Project IBM Education Pack Services

If there is a question regarding this certificate please contact Edward DiNardo (Email dinardoeusibmcom Phone 916-567-2922)

~ operations incidental to the conduct of insureds business in the United States of America

ACORD 101 (2008101) 2008 ACORD CORPORA nON All rights reserved The ACORD name and logo are registered marks of ACORD

Page 20f2

tC~RiJ CERTIFICATE OF LIABILITY INSURANCE I DlTE 1I1IfDOIYYYY)

21102012

THIS CERnFICATE IS ISSUED AS A MATTER OF INFORMA nON ONLY AND CONFERS NO RIGHTS UPON TIE CERTIFICATE HOLDER THIS CERnFICATE DOES NOT AFFlRMAnvaY OR NEGAnVELY AMEND EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POUCIES BELOW THIS CERnFICATE OF INSURANCE DOES NOT CONSTITUlE A CONTRACT BETWEEN THE ISSUING INSURER(S) AUTHORIZED REPRESENTAnVE OR PRODUCER AND TIE CERTIFICATE HOLDER

IMPORTANT Iftlle certifieate holder is an ADDITIONAL INSURED the policy(ies) must be endorsed If SUBROGAnON IS WAIVED subject to the terms and conditions of the policy certain policies may require an endorsement A statement on this certifICate does not confer rights to the certificate holder in lieu of such endorsement(s)

PRODUCER =~NT Aon Risk Services Northeast Inc 1pound Ir~No)199 Water Street New York NY 10038 Phone 8662667475 Fax 8664677847 INSURER(S) AFFORDING COIlERAGE HAIC

INSURED COMPNff A liberty Insurance Corporal

International Business Madlines CoqJ COMNoIY B liberty MulJaIII1SUrIIIIlt8 CcrIyengtany 1 New Ord1ard Road COMNoIY Co National Union Fino ance Company d 1IIIsbtJrgh PA Amlonk NY 10504 United Stales

COVERAGES CERT1FICATE NUMBER154796 REVISION NUMBER- THIS IS TO CERTIFY THAT THE POlICIES OF INSURANCE LISTED BEleW HAVE BEEN ISSueD TO THE INSUREO NAMED ABOVE FOR THE POlICY PERIOD INDICATED NOTWITHSTANDING ANY REQUIREMENT TERM OR CONDITION OF ANY COOTRACT OR OTHER DOCUMENT 1MTH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN THE INSURANCE AFFORDEO BY THE POLICIES DESCRIBEO HEREIN IS SUBJECT TO ALL THE TERMS EXCLUSIONS AND CONDITIONS OF SUCH POliCIES LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID ClAIMS

11tf TYPE OF INSURANCE IIHSR IWVD POLICY NIMIIER ~1fgtUCYEXP UIlITS

GENERAl UAaUlY I EACH OCCURRENCE

COMMERCIAL GENERAl LiABlLI1Y ~~~e~~nce) CLAIMS-MADE D OCCUR MED EXP (Anyone fgten)

PERSONAl amp AlN INJURY

GENERAl AGGREGATE

ESPER ~CT5 - calpop AGG

nLOC AIlOIIOIlILE UAaUlY COMBINED SINGLE LIMIT - (Ea 8Cdde1t)

ANY AUTO BOOI L Y INJURY (Per fgte11lOt)-shy

ALL OWNED AUTOS BODILY INJURY (Per accident)-

- SCHEDULED AUTOS PROPERTY DAMAGE

HIRED AUTOS (Per accident) -

NON-OWNED AUTOS - ~

UIIBRELlA UAB HOCCUR

EACH OCCURRENCE-EXCESSUAB CLAIMS-MADE AGGREGATE

---- DEDUCTIBLE

A WORKERS COIIPENSAllON WA7-6I)()0415ef4Z AOSPRNYlshy 11112012 1III2OIa X I T~~JWs I IO~A AND EMPLOYERS UAaUlY WA7-62D-laquol41SHi12 IYil 11112012 11112013 A YIM WC1~I-ltIOU5amp-I52 (OR WI) 11112012 11112013 $100000A ANY PROIRIETORIPARTNERlEXECUTIVE ~

MIA ~1_ExaNOHl 11112012 11112013 EL EACH ACCIDENT OFACERIMEI4BER EXClUDEDI (Mandatory In NKI

BH2HIC14158-1M2(V1) 11112012 11112013 EL DISEASE- EA EMPLOYEE $1ooampQQc 83-118922 a-) 11112012 IttrlO13

bull ~~~OPERATIONSIlet_ EL DISEASE POliCY LIMIT $100000

bull

DESCRIPllON OF OPERATIONS I LOCAnONS I VEHICLES (Attech ACORD 101 MdIlloMI Renlarlc8lchedule r mono fMICI Is required)

bullbull Includes EL coverage for monopolistic states NO PR WA WY

Please see page 2 for any additional language

CERT1FICATE HOLDER CANCELLATlON

Alameda County Department of Social Services 2000 San Pablo Ave Oakland CA 94612 United States

SHOULD Atlaquo OF THE ABOVE DESCRI8ED POUCIES BE CANCELLED BEFORE THE EXPIRATION DATE 1lIEREOF NOTICE WILL BE DELIVERED IN ACCORDANCE WrrH THE POLICY PROVISIONS

I

AUTHOIIZED REPRESEHTA1IYE

IIiutJori2od ~ smiddot~ _~4-~(~--w ___ --~~ -~kin Risk SeNices Nor1heast Inc

copy 1881-2009 ACORD CORPORA TlON An nghts reserved ACORD 26 (2009109) The ACORD name and logo are registered marks ofACORD

Page 1 of 2

ADDITIONAL REMARKS SCHEDULE AGENCY

ADo Risk Services Northeast Inc 199 Water Street New York NY 10038 Phone 8662667475 Fax 8664677847

NAIlED INSURED International Business Machines Corp 1 New Onhani Road Armonk NY 10504 United states

EFFECTIVE MTE

ADDmONAL REMARKS

THIS ADDITIONAL REMARKS FORM IS A SCHEDULE TO ACORD FORM

FORM NUMBER 25 FORM 11TLE CERTIFICATE OF LIABILITY INSURANCE

Project IBM Education Pack Services

Ifthere is a question regarding this certificate please contact Edward DiNardo (Email dinardoeusibmcom Phone 916-567-2922)

All operations incidental to the conduct of insureds business in the United States of America

ACORD 101 (2008101) C 2008 ACORD CORPORATION All rights reserved The ACORD name and logo are registered mal1ls of ACORD

Page 20f2

AKl K NAKAO Director

G~-r)ipDecember 5 2011

DEC 08 lOl1 TO Caroline Judy Assistant Direltltor GSA

RECE~vED FROM Tudor S Mosu Procurement Specialist n

SUBJECf Finding ofNon-Competition bull Sote Source 2084 Purchase from International Business Machines Corp Sacramento CA

This is to document my finding that competitive bidding is not possible for the purchase ofall IBM Education Pack in tho amount oUI 4994000 for the Social Services Agency (SSA) Infonnation Systems Department and therefore the Departmental Justification to Request a Waiver ofCounty Competitive Bidding Requirement copy attached is approved

In accordance with the County Administrative Code Section 412010 entitled UPurchases to be by Competitive Quotation all purchases of and contracts for materials supplies services fwnishings equipment livestock and other personal property shall be based wherever possible on competitive quotations

I have reviewed and researched the product and marketplace Based on my research ofthe departmental justifi~tion and internet I have detennined the requested product and supplier cannot be substituted and satisfy the Countys requirements International Business Machines Corp (IBM) is the only vendor capable to provide an online account to be used for IBM private courses at SSA on WM business intelligence data warehouse reporting classes IBM will add the SSA content customized to the training environment using Cognos Framework Manager and will provide a suite oftraining public and private courses technical conferences and selfmiddotpaced virtual classes This sole source request was posted on the County website for ten (10) business days and no other proposal was received Therefore competitive quotations are not possible and the request is recommended for your approval

The Social Services Agency is to obtain Board approval for services that exceed $25000 requesting authorization from the President of the Board to sign the contract or approve the purchase The Auditor-Controller issues Board signed contracts and Board approved purchase orders and purchase order changes withwithout signed contracts

te IIktt II Peill-o ValenciaDeputy Direct6rlDate

GSA Office ofAcquisition Policy

SLEB Compliant ______

Date~~~~_________ Director GSA

Attachment(s)

1401 LAKISIDE DRIVU SUITL 907 OAKLND CALIFORNIA 94612 PHmr 5102989600 [AX 5[02089626 wwwlt5(itnc~ovorg

GSA Sole Source Procurements - Alameda County Page lof2o Ala~~da co~ntys Offl~lal ~ebslte Skip County Banner 0 SHARE rJf l

~ go WoOFg i QUick links Citizens Business Seerch aegov IGO I Government Emergencies

GSA Home

Home

Introduction

AwardedClosed Contracts

Current Contracting Opportunltles

Arch 8 Engineering Construction

Sole Source Procurements

Goods 8 Services The contracts described below have been determined to comply with the County Sole Source Policy in ~flesrlonal Services that only a single source is available andor valid sole source exceptions to the competitive process

I-===----f exisl Upcoming ContractIng Opportunities

Arch amp Englnoaring Construction Goods amp Services ProfessIonal ServlceQ

Sole Source Procurements

Highland Project Contracts

AwardedClosedContracts CUlTent Contracting Opportunltles Upcoml Contracting

Contacts Teams

Vendor Info Vendor Guide Vendor Application (Online) Vendor Application

Public Works (PWA) Contracting Opportunities

CDA Construction Contracting Opportunities

StopWasteOrg

Advance NotIce of SoJe Source purchases are posted on-line for a minimum of five (Ii) business days prior to a contract being awarded For any additlonallnformatlon regarding contracts posted on thIs website please contact the appropriate parson listed below Thank you for your interest

Source Contract DescrIption

f1Ef1l Online Training Courses

f1I3JI Repair and Test fIre fighting ProtectiVe Clothing

Electro Shock Guns Cartridges BaHerlee amp Accessories

Estimate Award Date

120212011

11302011

111172011

Contact Person

Tudor S Mosu (510) 208-9614

Tudor S Mosu (510) 208-9614

Tudor S Mosu (510) 208-9614

mhtmIfilelICUserstmosuAppDataLocalMicrosoftWindowsTemporary Internet FilesContentOutlook1OYF6YPOGSA S 1210612011

Alameda County Auclttor-Controller Agencv Office of Contract Compliance OCC

FEDERAL GRANT FUNDS SMALL LOCAL EMERGING BUSINESS (SUI) WAIVER REQUEST

REQUIREDTOSOUCIT BlOSPROPOSALSAND AWARt)AMENO CONTRACTS THAT INCUJDe FtoERAl GRANT FUNDS THAT fROHI51l GIOORAPHICAl PREFERENCE)

mSfCDOfltcompr middot6 bbw and submit fhts form wlfh supporifng doclfrnentaion pecificolty stoHng that geographle preferences om bonnad fer the requetfed procurement to Tcmtnee TRlong Auditor Controller ace a QC 20111 or vIa email tot1Wlmf1lmn9_~99Uponapprovala fampdeKal Fundt WaNer number wm be I$SitEtd This numbM Is a mandatOf) field rGqooed tQ enter Q Procurement CollirUct In ALCOUMt ace wlJi mft-m upprovaill and denkds to tile Requesfing Depmtmem listed belew It IIIIftoI WQJvCW Is to $Cliett bids resubmlt c IOPY of the originally signed form Q nsed to tIWOrdlarYileM eo~ttI~ rlllquired addltlOlQllnfOOYlofl~l (3JiC bllliowl

1 Requasiing Department Ncme~_~~~9______ _~__________

A Contact First and Lost Nome~a~y Chen ___ _____ QiC 20203 __

8 Email Address~~~aOQCVmiddotorg ___ Phone Number ~~~~~ ____ 2 Procu~ement Oescriptlcm To p~asl an IB~~~tl0f~Jntonlln~ account) th~~lIIJr~~~

_IB~~~~gn~ pub~8 p~ate traini~gtpoundOUrses far saA Siaff _ CFOA No _9_~_5_5e___

3 1~~l9n~ checK aP2rgl~~~QY to fndrcqjg reason forYfaiver re9Y~______---

A 0 SoBd Bids with County Counsel approved modifled SlEB provlslons ___1___L__ ~

Wmvef Requeii ~ I=====================u____ t-__----i _101gt~r---------------- w 4 - bull _ IiT__ __ middot_-------1bull -- bullbull loW

IB II Award Contract wih COllnty COlJnSel OPPlOV(~ modifiampi SlES provIsions J IlL3 I W4livElf hquaat Delfs I

l ControctorNameCitYIM~IaClesett --~------------- iI Total Contract ValtJe $1499~O~ 5 3 fs i

L 3 fpoundlltroct S~ Date ~LJ~)2 U- COltmct End Dote=--zbJ~_IT1- - ~----- --~ -------- C 0 Contract Amendment --1_~J_ Also complete R 11 B2) and B 3) above WaWQr Req~Date

Dnme expiration Dote __~J1_ bull OMoo6Y Increase Amount $___~__~ ----~----~-- shy4 g Check here to in(iicate thai the FedefQ~ regulation Is ofialChed and speciflcally prohibits

geographical preferencs$ rrown he proc)r~met1 described above

Federal Re~Jutotlon NameNumber H~ltht~ S~~~L2~45ER~_~__~_

5 pound1 Che~~k here to lndicats that the Fedarar grant fundi are sub granted or PQssed through the State to the Couniy where State laws prohibit geogroph1cai preferences from the proctffemenf described obove and sub granf documerlts are aHached

State Regulation NomeNum r---=__

6 ---~~~~~~~gt-r--4-----n7io-y----shy r OClte

EPLS Search Results Page 1 of 1

Excluded Parties List System EPLS

Search Results Excluded By Firm Entity or Vessel International Business Machines Corporation

as of 14-Feb-2012 229 PM EST

Your search returned no results

httpsllwwweplsgoveplssearchdo full_name= Intemational+Business+Machines+Corpo 2142012

ADDITIONAL REMARKS SCHEDULE AGENCY

Aon Risk Services Northeast Inc 199 Water Street New York NY 10038 Phone 8662667475 Fax 8664677847

NAIlED INSURED IntemaUonal Business Machines CoIp amp Ally Other SubsidiaIy CoIp Owned Of Contro8ed by lIle Insured 1 New Ordlard Road Armonk NY 10504 United Slates

EFFECTIVE DATE

ADDITIONAL REMARKS

THIS ADDITIONAL REMARKS FORM IS A SCHEDULE TO ACORD FORM

FORM NUMBER 25 FORM TITLE CERTIFICATE OF LIABILITY INSURANCE

[Alameda County Department of SOcial Services County of Alameda its Board of SUpervisors the individual members hereof and all County officers agents employees and representatives are hereby named as additional insureds on

General Liability policies but only to the extent that their interest may appear

Additional Language The insurance coverage provided for herein shall be primary and non contributory only wi1h respect to liabHity arising out of this Agreement with respect to liabHity arising out of IBMs negligence and as respects this contract only

Project IBM Education Pack Services

If there is a question regarding this certificate please contact Edward DiNardo (Email dinardoeusibmcom Phone 916-567-2922)

~ operations incidental to the conduct of insureds business in the United States of America

ACORD 101 (2008101) 2008 ACORD CORPORA nON All rights reserved The ACORD name and logo are registered marks of ACORD

Page 20f2

tC~RiJ CERTIFICATE OF LIABILITY INSURANCE I DlTE 1I1IfDOIYYYY)

21102012

THIS CERnFICATE IS ISSUED AS A MATTER OF INFORMA nON ONLY AND CONFERS NO RIGHTS UPON TIE CERTIFICATE HOLDER THIS CERnFICATE DOES NOT AFFlRMAnvaY OR NEGAnVELY AMEND EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POUCIES BELOW THIS CERnFICATE OF INSURANCE DOES NOT CONSTITUlE A CONTRACT BETWEEN THE ISSUING INSURER(S) AUTHORIZED REPRESENTAnVE OR PRODUCER AND TIE CERTIFICATE HOLDER

IMPORTANT Iftlle certifieate holder is an ADDITIONAL INSURED the policy(ies) must be endorsed If SUBROGAnON IS WAIVED subject to the terms and conditions of the policy certain policies may require an endorsement A statement on this certifICate does not confer rights to the certificate holder in lieu of such endorsement(s)

PRODUCER =~NT Aon Risk Services Northeast Inc 1pound Ir~No)199 Water Street New York NY 10038 Phone 8662667475 Fax 8664677847 INSURER(S) AFFORDING COIlERAGE HAIC

INSURED COMPNff A liberty Insurance Corporal

International Business Madlines CoqJ COMNoIY B liberty MulJaIII1SUrIIIIlt8 CcrIyengtany 1 New Ord1ard Road COMNoIY Co National Union Fino ance Company d 1IIIsbtJrgh PA Amlonk NY 10504 United Stales

COVERAGES CERT1FICATE NUMBER154796 REVISION NUMBER- THIS IS TO CERTIFY THAT THE POlICIES OF INSURANCE LISTED BEleW HAVE BEEN ISSueD TO THE INSUREO NAMED ABOVE FOR THE POlICY PERIOD INDICATED NOTWITHSTANDING ANY REQUIREMENT TERM OR CONDITION OF ANY COOTRACT OR OTHER DOCUMENT 1MTH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN THE INSURANCE AFFORDEO BY THE POLICIES DESCRIBEO HEREIN IS SUBJECT TO ALL THE TERMS EXCLUSIONS AND CONDITIONS OF SUCH POliCIES LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID ClAIMS

11tf TYPE OF INSURANCE IIHSR IWVD POLICY NIMIIER ~1fgtUCYEXP UIlITS

GENERAl UAaUlY I EACH OCCURRENCE

COMMERCIAL GENERAl LiABlLI1Y ~~~e~~nce) CLAIMS-MADE D OCCUR MED EXP (Anyone fgten)

PERSONAl amp AlN INJURY

GENERAl AGGREGATE

ESPER ~CT5 - calpop AGG

nLOC AIlOIIOIlILE UAaUlY COMBINED SINGLE LIMIT - (Ea 8Cdde1t)

ANY AUTO BOOI L Y INJURY (Per fgte11lOt)-shy

ALL OWNED AUTOS BODILY INJURY (Per accident)-

- SCHEDULED AUTOS PROPERTY DAMAGE

HIRED AUTOS (Per accident) -

NON-OWNED AUTOS - ~

UIIBRELlA UAB HOCCUR

EACH OCCURRENCE-EXCESSUAB CLAIMS-MADE AGGREGATE

---- DEDUCTIBLE

A WORKERS COIIPENSAllON WA7-6I)()0415ef4Z AOSPRNYlshy 11112012 1III2OIa X I T~~JWs I IO~A AND EMPLOYERS UAaUlY WA7-62D-laquol41SHi12 IYil 11112012 11112013 A YIM WC1~I-ltIOU5amp-I52 (OR WI) 11112012 11112013 $100000A ANY PROIRIETORIPARTNERlEXECUTIVE ~

MIA ~1_ExaNOHl 11112012 11112013 EL EACH ACCIDENT OFACERIMEI4BER EXClUDEDI (Mandatory In NKI

BH2HIC14158-1M2(V1) 11112012 11112013 EL DISEASE- EA EMPLOYEE $1ooampQQc 83-118922 a-) 11112012 IttrlO13

bull ~~~OPERATIONSIlet_ EL DISEASE POliCY LIMIT $100000

bull

DESCRIPllON OF OPERATIONS I LOCAnONS I VEHICLES (Attech ACORD 101 MdIlloMI Renlarlc8lchedule r mono fMICI Is required)

bullbull Includes EL coverage for monopolistic states NO PR WA WY

Please see page 2 for any additional language

CERT1FICATE HOLDER CANCELLATlON

Alameda County Department of Social Services 2000 San Pablo Ave Oakland CA 94612 United States

SHOULD Atlaquo OF THE ABOVE DESCRI8ED POUCIES BE CANCELLED BEFORE THE EXPIRATION DATE 1lIEREOF NOTICE WILL BE DELIVERED IN ACCORDANCE WrrH THE POLICY PROVISIONS

I

AUTHOIIZED REPRESEHTA1IYE

IIiutJori2od ~ smiddot~ _~4-~(~--w ___ --~~ -~kin Risk SeNices Nor1heast Inc

copy 1881-2009 ACORD CORPORA TlON An nghts reserved ACORD 26 (2009109) The ACORD name and logo are registered marks ofACORD

Page 1 of 2

ADDITIONAL REMARKS SCHEDULE AGENCY

ADo Risk Services Northeast Inc 199 Water Street New York NY 10038 Phone 8662667475 Fax 8664677847

NAIlED INSURED International Business Machines Corp 1 New Onhani Road Armonk NY 10504 United states

EFFECTIVE MTE

ADDmONAL REMARKS

THIS ADDITIONAL REMARKS FORM IS A SCHEDULE TO ACORD FORM

FORM NUMBER 25 FORM 11TLE CERTIFICATE OF LIABILITY INSURANCE

Project IBM Education Pack Services

Ifthere is a question regarding this certificate please contact Edward DiNardo (Email dinardoeusibmcom Phone 916-567-2922)

All operations incidental to the conduct of insureds business in the United States of America

ACORD 101 (2008101) C 2008 ACORD CORPORATION All rights reserved The ACORD name and logo are registered mal1ls of ACORD

Page 20f2

AKl K NAKAO Director

G~-r)ipDecember 5 2011

DEC 08 lOl1 TO Caroline Judy Assistant Direltltor GSA

RECE~vED FROM Tudor S Mosu Procurement Specialist n

SUBJECf Finding ofNon-Competition bull Sote Source 2084 Purchase from International Business Machines Corp Sacramento CA

This is to document my finding that competitive bidding is not possible for the purchase ofall IBM Education Pack in tho amount oUI 4994000 for the Social Services Agency (SSA) Infonnation Systems Department and therefore the Departmental Justification to Request a Waiver ofCounty Competitive Bidding Requirement copy attached is approved

In accordance with the County Administrative Code Section 412010 entitled UPurchases to be by Competitive Quotation all purchases of and contracts for materials supplies services fwnishings equipment livestock and other personal property shall be based wherever possible on competitive quotations

I have reviewed and researched the product and marketplace Based on my research ofthe departmental justifi~tion and internet I have detennined the requested product and supplier cannot be substituted and satisfy the Countys requirements International Business Machines Corp (IBM) is the only vendor capable to provide an online account to be used for IBM private courses at SSA on WM business intelligence data warehouse reporting classes IBM will add the SSA content customized to the training environment using Cognos Framework Manager and will provide a suite oftraining public and private courses technical conferences and selfmiddotpaced virtual classes This sole source request was posted on the County website for ten (10) business days and no other proposal was received Therefore competitive quotations are not possible and the request is recommended for your approval

The Social Services Agency is to obtain Board approval for services that exceed $25000 requesting authorization from the President of the Board to sign the contract or approve the purchase The Auditor-Controller issues Board signed contracts and Board approved purchase orders and purchase order changes withwithout signed contracts

te IIktt II Peill-o ValenciaDeputy Direct6rlDate

GSA Office ofAcquisition Policy

SLEB Compliant ______

Date~~~~_________ Director GSA

Attachment(s)

1401 LAKISIDE DRIVU SUITL 907 OAKLND CALIFORNIA 94612 PHmr 5102989600 [AX 5[02089626 wwwlt5(itnc~ovorg

GSA Sole Source Procurements - Alameda County Page lof2o Ala~~da co~ntys Offl~lal ~ebslte Skip County Banner 0 SHARE rJf l

~ go WoOFg i QUick links Citizens Business Seerch aegov IGO I Government Emergencies

GSA Home

Home

Introduction

AwardedClosed Contracts

Current Contracting Opportunltles

Arch 8 Engineering Construction

Sole Source Procurements

Goods 8 Services The contracts described below have been determined to comply with the County Sole Source Policy in ~flesrlonal Services that only a single source is available andor valid sole source exceptions to the competitive process

I-===----f exisl Upcoming ContractIng Opportunities

Arch amp Englnoaring Construction Goods amp Services ProfessIonal ServlceQ

Sole Source Procurements

Highland Project Contracts

AwardedClosedContracts CUlTent Contracting Opportunltles Upcoml Contracting

Contacts Teams

Vendor Info Vendor Guide Vendor Application (Online) Vendor Application

Public Works (PWA) Contracting Opportunities

CDA Construction Contracting Opportunities

StopWasteOrg

Advance NotIce of SoJe Source purchases are posted on-line for a minimum of five (Ii) business days prior to a contract being awarded For any additlonallnformatlon regarding contracts posted on thIs website please contact the appropriate parson listed below Thank you for your interest

Source Contract DescrIption

f1Ef1l Online Training Courses

f1I3JI Repair and Test fIre fighting ProtectiVe Clothing

Electro Shock Guns Cartridges BaHerlee amp Accessories

Estimate Award Date

120212011

11302011

111172011

Contact Person

Tudor S Mosu (510) 208-9614

Tudor S Mosu (510) 208-9614

Tudor S Mosu (510) 208-9614

mhtmIfilelICUserstmosuAppDataLocalMicrosoftWindowsTemporary Internet FilesContentOutlook1OYF6YPOGSA S 1210612011

Alameda County Auclttor-Controller Agencv Office of Contract Compliance OCC

FEDERAL GRANT FUNDS SMALL LOCAL EMERGING BUSINESS (SUI) WAIVER REQUEST

REQUIREDTOSOUCIT BlOSPROPOSALSAND AWARt)AMENO CONTRACTS THAT INCUJDe FtoERAl GRANT FUNDS THAT fROHI51l GIOORAPHICAl PREFERENCE)

mSfCDOfltcompr middot6 bbw and submit fhts form wlfh supporifng doclfrnentaion pecificolty stoHng that geographle preferences om bonnad fer the requetfed procurement to Tcmtnee TRlong Auditor Controller ace a QC 20111 or vIa email tot1Wlmf1lmn9_~99Uponapprovala fampdeKal Fundt WaNer number wm be I$SitEtd This numbM Is a mandatOf) field rGqooed tQ enter Q Procurement CollirUct In ALCOUMt ace wlJi mft-m upprovaill and denkds to tile Requesfing Depmtmem listed belew It IIIIftoI WQJvCW Is to $Cliett bids resubmlt c IOPY of the originally signed form Q nsed to tIWOrdlarYileM eo~ttI~ rlllquired addltlOlQllnfOOYlofl~l (3JiC bllliowl

1 Requasiing Department Ncme~_~~~9______ _~__________

A Contact First and Lost Nome~a~y Chen ___ _____ QiC 20203 __

8 Email Address~~~aOQCVmiddotorg ___ Phone Number ~~~~~ ____ 2 Procu~ement Oescriptlcm To p~asl an IB~~~tl0f~Jntonlln~ account) th~~lIIJr~~~

_IB~~~~gn~ pub~8 p~ate traini~gtpoundOUrses far saA Siaff _ CFOA No _9_~_5_5e___

3 1~~l9n~ checK aP2rgl~~~QY to fndrcqjg reason forYfaiver re9Y~______---

A 0 SoBd Bids with County Counsel approved modifled SlEB provlslons ___1___L__ ~

Wmvef Requeii ~ I=====================u____ t-__----i _101gt~r---------------- w 4 - bull _ IiT__ __ middot_-------1bull -- bullbull loW

IB II Award Contract wih COllnty COlJnSel OPPlOV(~ modifiampi SlES provIsions J IlL3 I W4livElf hquaat Delfs I

l ControctorNameCitYIM~IaClesett --~------------- iI Total Contract ValtJe $1499~O~ 5 3 fs i

L 3 fpoundlltroct S~ Date ~LJ~)2 U- COltmct End Dote=--zbJ~_IT1- - ~----- --~ -------- C 0 Contract Amendment --1_~J_ Also complete R 11 B2) and B 3) above WaWQr Req~Date

Dnme expiration Dote __~J1_ bull OMoo6Y Increase Amount $___~__~ ----~----~-- shy4 g Check here to in(iicate thai the FedefQ~ regulation Is ofialChed and speciflcally prohibits

geographical preferencs$ rrown he proc)r~met1 described above

Federal Re~Jutotlon NameNumber H~ltht~ S~~~L2~45ER~_~__~_

5 pound1 Che~~k here to lndicats that the Fedarar grant fundi are sub granted or PQssed through the State to the Couniy where State laws prohibit geogroph1cai preferences from the proctffemenf described obove and sub granf documerlts are aHached

State Regulation NomeNum r---=__

6 ---~~~~~~~gt-r--4-----n7io-y----shy r OClte

EPLS Search Results Page 1 of 1

Excluded Parties List System EPLS

Search Results Excluded By Firm Entity or Vessel International Business Machines Corporation

as of 14-Feb-2012 229 PM EST

Your search returned no results

httpsllwwweplsgoveplssearchdo full_name= Intemational+Business+Machines+Corpo 2142012

tC~RiJ CERTIFICATE OF LIABILITY INSURANCE I DlTE 1I1IfDOIYYYY)

21102012

THIS CERnFICATE IS ISSUED AS A MATTER OF INFORMA nON ONLY AND CONFERS NO RIGHTS UPON TIE CERTIFICATE HOLDER THIS CERnFICATE DOES NOT AFFlRMAnvaY OR NEGAnVELY AMEND EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POUCIES BELOW THIS CERnFICATE OF INSURANCE DOES NOT CONSTITUlE A CONTRACT BETWEEN THE ISSUING INSURER(S) AUTHORIZED REPRESENTAnVE OR PRODUCER AND TIE CERTIFICATE HOLDER

IMPORTANT Iftlle certifieate holder is an ADDITIONAL INSURED the policy(ies) must be endorsed If SUBROGAnON IS WAIVED subject to the terms and conditions of the policy certain policies may require an endorsement A statement on this certifICate does not confer rights to the certificate holder in lieu of such endorsement(s)

PRODUCER =~NT Aon Risk Services Northeast Inc 1pound Ir~No)199 Water Street New York NY 10038 Phone 8662667475 Fax 8664677847 INSURER(S) AFFORDING COIlERAGE HAIC

INSURED COMPNff A liberty Insurance Corporal

International Business Madlines CoqJ COMNoIY B liberty MulJaIII1SUrIIIIlt8 CcrIyengtany 1 New Ord1ard Road COMNoIY Co National Union Fino ance Company d 1IIIsbtJrgh PA Amlonk NY 10504 United Stales

COVERAGES CERT1FICATE NUMBER154796 REVISION NUMBER- THIS IS TO CERTIFY THAT THE POlICIES OF INSURANCE LISTED BEleW HAVE BEEN ISSueD TO THE INSUREO NAMED ABOVE FOR THE POlICY PERIOD INDICATED NOTWITHSTANDING ANY REQUIREMENT TERM OR CONDITION OF ANY COOTRACT OR OTHER DOCUMENT 1MTH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN THE INSURANCE AFFORDEO BY THE POLICIES DESCRIBEO HEREIN IS SUBJECT TO ALL THE TERMS EXCLUSIONS AND CONDITIONS OF SUCH POliCIES LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID ClAIMS

11tf TYPE OF INSURANCE IIHSR IWVD POLICY NIMIIER ~1fgtUCYEXP UIlITS

GENERAl UAaUlY I EACH OCCURRENCE

COMMERCIAL GENERAl LiABlLI1Y ~~~e~~nce) CLAIMS-MADE D OCCUR MED EXP (Anyone fgten)

PERSONAl amp AlN INJURY

GENERAl AGGREGATE

ESPER ~CT5 - calpop AGG

nLOC AIlOIIOIlILE UAaUlY COMBINED SINGLE LIMIT - (Ea 8Cdde1t)

ANY AUTO BOOI L Y INJURY (Per fgte11lOt)-shy

ALL OWNED AUTOS BODILY INJURY (Per accident)-

- SCHEDULED AUTOS PROPERTY DAMAGE

HIRED AUTOS (Per accident) -

NON-OWNED AUTOS - ~

UIIBRELlA UAB HOCCUR

EACH OCCURRENCE-EXCESSUAB CLAIMS-MADE AGGREGATE

---- DEDUCTIBLE

A WORKERS COIIPENSAllON WA7-6I)()0415ef4Z AOSPRNYlshy 11112012 1III2OIa X I T~~JWs I IO~A AND EMPLOYERS UAaUlY WA7-62D-laquol41SHi12 IYil 11112012 11112013 A YIM WC1~I-ltIOU5amp-I52 (OR WI) 11112012 11112013 $100000A ANY PROIRIETORIPARTNERlEXECUTIVE ~

MIA ~1_ExaNOHl 11112012 11112013 EL EACH ACCIDENT OFACERIMEI4BER EXClUDEDI (Mandatory In NKI

BH2HIC14158-1M2(V1) 11112012 11112013 EL DISEASE- EA EMPLOYEE $1ooampQQc 83-118922 a-) 11112012 IttrlO13

bull ~~~OPERATIONSIlet_ EL DISEASE POliCY LIMIT $100000

bull

DESCRIPllON OF OPERATIONS I LOCAnONS I VEHICLES (Attech ACORD 101 MdIlloMI Renlarlc8lchedule r mono fMICI Is required)

bullbull Includes EL coverage for monopolistic states NO PR WA WY

Please see page 2 for any additional language

CERT1FICATE HOLDER CANCELLATlON

Alameda County Department of Social Services 2000 San Pablo Ave Oakland CA 94612 United States

SHOULD Atlaquo OF THE ABOVE DESCRI8ED POUCIES BE CANCELLED BEFORE THE EXPIRATION DATE 1lIEREOF NOTICE WILL BE DELIVERED IN ACCORDANCE WrrH THE POLICY PROVISIONS

I

AUTHOIIZED REPRESEHTA1IYE

IIiutJori2od ~ smiddot~ _~4-~(~--w ___ --~~ -~kin Risk SeNices Nor1heast Inc

copy 1881-2009 ACORD CORPORA TlON An nghts reserved ACORD 26 (2009109) The ACORD name and logo are registered marks ofACORD

Page 1 of 2

ADDITIONAL REMARKS SCHEDULE AGENCY

ADo Risk Services Northeast Inc 199 Water Street New York NY 10038 Phone 8662667475 Fax 8664677847

NAIlED INSURED International Business Machines Corp 1 New Onhani Road Armonk NY 10504 United states

EFFECTIVE MTE

ADDmONAL REMARKS

THIS ADDITIONAL REMARKS FORM IS A SCHEDULE TO ACORD FORM

FORM NUMBER 25 FORM 11TLE CERTIFICATE OF LIABILITY INSURANCE

Project IBM Education Pack Services

Ifthere is a question regarding this certificate please contact Edward DiNardo (Email dinardoeusibmcom Phone 916-567-2922)

All operations incidental to the conduct of insureds business in the United States of America

ACORD 101 (2008101) C 2008 ACORD CORPORATION All rights reserved The ACORD name and logo are registered mal1ls of ACORD

Page 20f2

AKl K NAKAO Director

G~-r)ipDecember 5 2011

DEC 08 lOl1 TO Caroline Judy Assistant Direltltor GSA

RECE~vED FROM Tudor S Mosu Procurement Specialist n

SUBJECf Finding ofNon-Competition bull Sote Source 2084 Purchase from International Business Machines Corp Sacramento CA

This is to document my finding that competitive bidding is not possible for the purchase ofall IBM Education Pack in tho amount oUI 4994000 for the Social Services Agency (SSA) Infonnation Systems Department and therefore the Departmental Justification to Request a Waiver ofCounty Competitive Bidding Requirement copy attached is approved

In accordance with the County Administrative Code Section 412010 entitled UPurchases to be by Competitive Quotation all purchases of and contracts for materials supplies services fwnishings equipment livestock and other personal property shall be based wherever possible on competitive quotations

I have reviewed and researched the product and marketplace Based on my research ofthe departmental justifi~tion and internet I have detennined the requested product and supplier cannot be substituted and satisfy the Countys requirements International Business Machines Corp (IBM) is the only vendor capable to provide an online account to be used for IBM private courses at SSA on WM business intelligence data warehouse reporting classes IBM will add the SSA content customized to the training environment using Cognos Framework Manager and will provide a suite oftraining public and private courses technical conferences and selfmiddotpaced virtual classes This sole source request was posted on the County website for ten (10) business days and no other proposal was received Therefore competitive quotations are not possible and the request is recommended for your approval

The Social Services Agency is to obtain Board approval for services that exceed $25000 requesting authorization from the President of the Board to sign the contract or approve the purchase The Auditor-Controller issues Board signed contracts and Board approved purchase orders and purchase order changes withwithout signed contracts

te IIktt II Peill-o ValenciaDeputy Direct6rlDate

GSA Office ofAcquisition Policy

SLEB Compliant ______

Date~~~~_________ Director GSA

Attachment(s)

1401 LAKISIDE DRIVU SUITL 907 OAKLND CALIFORNIA 94612 PHmr 5102989600 [AX 5[02089626 wwwlt5(itnc~ovorg

GSA Sole Source Procurements - Alameda County Page lof2o Ala~~da co~ntys Offl~lal ~ebslte Skip County Banner 0 SHARE rJf l

~ go WoOFg i QUick links Citizens Business Seerch aegov IGO I Government Emergencies

GSA Home

Home

Introduction

AwardedClosed Contracts

Current Contracting Opportunltles

Arch 8 Engineering Construction

Sole Source Procurements

Goods 8 Services The contracts described below have been determined to comply with the County Sole Source Policy in ~flesrlonal Services that only a single source is available andor valid sole source exceptions to the competitive process

I-===----f exisl Upcoming ContractIng Opportunities

Arch amp Englnoaring Construction Goods amp Services ProfessIonal ServlceQ

Sole Source Procurements

Highland Project Contracts

AwardedClosedContracts CUlTent Contracting Opportunltles Upcoml Contracting

Contacts Teams

Vendor Info Vendor Guide Vendor Application (Online) Vendor Application

Public Works (PWA) Contracting Opportunities

CDA Construction Contracting Opportunities

StopWasteOrg

Advance NotIce of SoJe Source purchases are posted on-line for a minimum of five (Ii) business days prior to a contract being awarded For any additlonallnformatlon regarding contracts posted on thIs website please contact the appropriate parson listed below Thank you for your interest

Source Contract DescrIption

f1Ef1l Online Training Courses

f1I3JI Repair and Test fIre fighting ProtectiVe Clothing

Electro Shock Guns Cartridges BaHerlee amp Accessories

Estimate Award Date

120212011

11302011

111172011

Contact Person

Tudor S Mosu (510) 208-9614

Tudor S Mosu (510) 208-9614

Tudor S Mosu (510) 208-9614

mhtmIfilelICUserstmosuAppDataLocalMicrosoftWindowsTemporary Internet FilesContentOutlook1OYF6YPOGSA S 1210612011

Alameda County Auclttor-Controller Agencv Office of Contract Compliance OCC

FEDERAL GRANT FUNDS SMALL LOCAL EMERGING BUSINESS (SUI) WAIVER REQUEST

REQUIREDTOSOUCIT BlOSPROPOSALSAND AWARt)AMENO CONTRACTS THAT INCUJDe FtoERAl GRANT FUNDS THAT fROHI51l GIOORAPHICAl PREFERENCE)

mSfCDOfltcompr middot6 bbw and submit fhts form wlfh supporifng doclfrnentaion pecificolty stoHng that geographle preferences om bonnad fer the requetfed procurement to Tcmtnee TRlong Auditor Controller ace a QC 20111 or vIa email tot1Wlmf1lmn9_~99Uponapprovala fampdeKal Fundt WaNer number wm be I$SitEtd This numbM Is a mandatOf) field rGqooed tQ enter Q Procurement CollirUct In ALCOUMt ace wlJi mft-m upprovaill and denkds to tile Requesfing Depmtmem listed belew It IIIIftoI WQJvCW Is to $Cliett bids resubmlt c IOPY of the originally signed form Q nsed to tIWOrdlarYileM eo~ttI~ rlllquired addltlOlQllnfOOYlofl~l (3JiC bllliowl

1 Requasiing Department Ncme~_~~~9______ _~__________

A Contact First and Lost Nome~a~y Chen ___ _____ QiC 20203 __

8 Email Address~~~aOQCVmiddotorg ___ Phone Number ~~~~~ ____ 2 Procu~ement Oescriptlcm To p~asl an IB~~~tl0f~Jntonlln~ account) th~~lIIJr~~~

_IB~~~~gn~ pub~8 p~ate traini~gtpoundOUrses far saA Siaff _ CFOA No _9_~_5_5e___

3 1~~l9n~ checK aP2rgl~~~QY to fndrcqjg reason forYfaiver re9Y~______---

A 0 SoBd Bids with County Counsel approved modifled SlEB provlslons ___1___L__ ~

Wmvef Requeii ~ I=====================u____ t-__----i _101gt~r---------------- w 4 - bull _ IiT__ __ middot_-------1bull -- bullbull loW

IB II Award Contract wih COllnty COlJnSel OPPlOV(~ modifiampi SlES provIsions J IlL3 I W4livElf hquaat Delfs I

l ControctorNameCitYIM~IaClesett --~------------- iI Total Contract ValtJe $1499~O~ 5 3 fs i

L 3 fpoundlltroct S~ Date ~LJ~)2 U- COltmct End Dote=--zbJ~_IT1- - ~----- --~ -------- C 0 Contract Amendment --1_~J_ Also complete R 11 B2) and B 3) above WaWQr Req~Date

Dnme expiration Dote __~J1_ bull OMoo6Y Increase Amount $___~__~ ----~----~-- shy4 g Check here to in(iicate thai the FedefQ~ regulation Is ofialChed and speciflcally prohibits

geographical preferencs$ rrown he proc)r~met1 described above

Federal Re~Jutotlon NameNumber H~ltht~ S~~~L2~45ER~_~__~_

5 pound1 Che~~k here to lndicats that the Fedarar grant fundi are sub granted or PQssed through the State to the Couniy where State laws prohibit geogroph1cai preferences from the proctffemenf described obove and sub granf documerlts are aHached

State Regulation NomeNum r---=__

6 ---~~~~~~~gt-r--4-----n7io-y----shy r OClte

EPLS Search Results Page 1 of 1

Excluded Parties List System EPLS

Search Results Excluded By Firm Entity or Vessel International Business Machines Corporation

as of 14-Feb-2012 229 PM EST

Your search returned no results

httpsllwwweplsgoveplssearchdo full_name= Intemational+Business+Machines+Corpo 2142012

ADDITIONAL REMARKS SCHEDULE AGENCY

ADo Risk Services Northeast Inc 199 Water Street New York NY 10038 Phone 8662667475 Fax 8664677847

NAIlED INSURED International Business Machines Corp 1 New Onhani Road Armonk NY 10504 United states

EFFECTIVE MTE

ADDmONAL REMARKS

THIS ADDITIONAL REMARKS FORM IS A SCHEDULE TO ACORD FORM

FORM NUMBER 25 FORM 11TLE CERTIFICATE OF LIABILITY INSURANCE

Project IBM Education Pack Services

Ifthere is a question regarding this certificate please contact Edward DiNardo (Email dinardoeusibmcom Phone 916-567-2922)

All operations incidental to the conduct of insureds business in the United States of America

ACORD 101 (2008101) C 2008 ACORD CORPORATION All rights reserved The ACORD name and logo are registered mal1ls of ACORD

Page 20f2

AKl K NAKAO Director

G~-r)ipDecember 5 2011

DEC 08 lOl1 TO Caroline Judy Assistant Direltltor GSA

RECE~vED FROM Tudor S Mosu Procurement Specialist n

SUBJECf Finding ofNon-Competition bull Sote Source 2084 Purchase from International Business Machines Corp Sacramento CA

This is to document my finding that competitive bidding is not possible for the purchase ofall IBM Education Pack in tho amount oUI 4994000 for the Social Services Agency (SSA) Infonnation Systems Department and therefore the Departmental Justification to Request a Waiver ofCounty Competitive Bidding Requirement copy attached is approved

In accordance with the County Administrative Code Section 412010 entitled UPurchases to be by Competitive Quotation all purchases of and contracts for materials supplies services fwnishings equipment livestock and other personal property shall be based wherever possible on competitive quotations

I have reviewed and researched the product and marketplace Based on my research ofthe departmental justifi~tion and internet I have detennined the requested product and supplier cannot be substituted and satisfy the Countys requirements International Business Machines Corp (IBM) is the only vendor capable to provide an online account to be used for IBM private courses at SSA on WM business intelligence data warehouse reporting classes IBM will add the SSA content customized to the training environment using Cognos Framework Manager and will provide a suite oftraining public and private courses technical conferences and selfmiddotpaced virtual classes This sole source request was posted on the County website for ten (10) business days and no other proposal was received Therefore competitive quotations are not possible and the request is recommended for your approval

The Social Services Agency is to obtain Board approval for services that exceed $25000 requesting authorization from the President of the Board to sign the contract or approve the purchase The Auditor-Controller issues Board signed contracts and Board approved purchase orders and purchase order changes withwithout signed contracts

te IIktt II Peill-o ValenciaDeputy Direct6rlDate

GSA Office ofAcquisition Policy

SLEB Compliant ______

Date~~~~_________ Director GSA

Attachment(s)

1401 LAKISIDE DRIVU SUITL 907 OAKLND CALIFORNIA 94612 PHmr 5102989600 [AX 5[02089626 wwwlt5(itnc~ovorg

GSA Sole Source Procurements - Alameda County Page lof2o Ala~~da co~ntys Offl~lal ~ebslte Skip County Banner 0 SHARE rJf l

~ go WoOFg i QUick links Citizens Business Seerch aegov IGO I Government Emergencies

GSA Home

Home

Introduction

AwardedClosed Contracts

Current Contracting Opportunltles

Arch 8 Engineering Construction

Sole Source Procurements

Goods 8 Services The contracts described below have been determined to comply with the County Sole Source Policy in ~flesrlonal Services that only a single source is available andor valid sole source exceptions to the competitive process

I-===----f exisl Upcoming ContractIng Opportunities

Arch amp Englnoaring Construction Goods amp Services ProfessIonal ServlceQ

Sole Source Procurements

Highland Project Contracts

AwardedClosedContracts CUlTent Contracting Opportunltles Upcoml Contracting

Contacts Teams

Vendor Info Vendor Guide Vendor Application (Online) Vendor Application

Public Works (PWA) Contracting Opportunities

CDA Construction Contracting Opportunities

StopWasteOrg

Advance NotIce of SoJe Source purchases are posted on-line for a minimum of five (Ii) business days prior to a contract being awarded For any additlonallnformatlon regarding contracts posted on thIs website please contact the appropriate parson listed below Thank you for your interest

Source Contract DescrIption

f1Ef1l Online Training Courses

f1I3JI Repair and Test fIre fighting ProtectiVe Clothing

Electro Shock Guns Cartridges BaHerlee amp Accessories

Estimate Award Date

120212011

11302011

111172011

Contact Person

Tudor S Mosu (510) 208-9614

Tudor S Mosu (510) 208-9614

Tudor S Mosu (510) 208-9614

mhtmIfilelICUserstmosuAppDataLocalMicrosoftWindowsTemporary Internet FilesContentOutlook1OYF6YPOGSA S 1210612011

Alameda County Auclttor-Controller Agencv Office of Contract Compliance OCC

FEDERAL GRANT FUNDS SMALL LOCAL EMERGING BUSINESS (SUI) WAIVER REQUEST

REQUIREDTOSOUCIT BlOSPROPOSALSAND AWARt)AMENO CONTRACTS THAT INCUJDe FtoERAl GRANT FUNDS THAT fROHI51l GIOORAPHICAl PREFERENCE)

mSfCDOfltcompr middot6 bbw and submit fhts form wlfh supporifng doclfrnentaion pecificolty stoHng that geographle preferences om bonnad fer the requetfed procurement to Tcmtnee TRlong Auditor Controller ace a QC 20111 or vIa email tot1Wlmf1lmn9_~99Uponapprovala fampdeKal Fundt WaNer number wm be I$SitEtd This numbM Is a mandatOf) field rGqooed tQ enter Q Procurement CollirUct In ALCOUMt ace wlJi mft-m upprovaill and denkds to tile Requesfing Depmtmem listed belew It IIIIftoI WQJvCW Is to $Cliett bids resubmlt c IOPY of the originally signed form Q nsed to tIWOrdlarYileM eo~ttI~ rlllquired addltlOlQllnfOOYlofl~l (3JiC bllliowl

1 Requasiing Department Ncme~_~~~9______ _~__________

A Contact First and Lost Nome~a~y Chen ___ _____ QiC 20203 __

8 Email Address~~~aOQCVmiddotorg ___ Phone Number ~~~~~ ____ 2 Procu~ement Oescriptlcm To p~asl an IB~~~tl0f~Jntonlln~ account) th~~lIIJr~~~

_IB~~~~gn~ pub~8 p~ate traini~gtpoundOUrses far saA Siaff _ CFOA No _9_~_5_5e___

3 1~~l9n~ checK aP2rgl~~~QY to fndrcqjg reason forYfaiver re9Y~______---

A 0 SoBd Bids with County Counsel approved modifled SlEB provlslons ___1___L__ ~

Wmvef Requeii ~ I=====================u____ t-__----i _101gt~r---------------- w 4 - bull _ IiT__ __ middot_-------1bull -- bullbull loW

IB II Award Contract wih COllnty COlJnSel OPPlOV(~ modifiampi SlES provIsions J IlL3 I W4livElf hquaat Delfs I

l ControctorNameCitYIM~IaClesett --~------------- iI Total Contract ValtJe $1499~O~ 5 3 fs i

L 3 fpoundlltroct S~ Date ~LJ~)2 U- COltmct End Dote=--zbJ~_IT1- - ~----- --~ -------- C 0 Contract Amendment --1_~J_ Also complete R 11 B2) and B 3) above WaWQr Req~Date

Dnme expiration Dote __~J1_ bull OMoo6Y Increase Amount $___~__~ ----~----~-- shy4 g Check here to in(iicate thai the FedefQ~ regulation Is ofialChed and speciflcally prohibits

geographical preferencs$ rrown he proc)r~met1 described above

Federal Re~Jutotlon NameNumber H~ltht~ S~~~L2~45ER~_~__~_

5 pound1 Che~~k here to lndicats that the Fedarar grant fundi are sub granted or PQssed through the State to the Couniy where State laws prohibit geogroph1cai preferences from the proctffemenf described obove and sub granf documerlts are aHached

State Regulation NomeNum r---=__

6 ---~~~~~~~gt-r--4-----n7io-y----shy r OClte

EPLS Search Results Page 1 of 1

Excluded Parties List System EPLS

Search Results Excluded By Firm Entity or Vessel International Business Machines Corporation

as of 14-Feb-2012 229 PM EST

Your search returned no results

httpsllwwweplsgoveplssearchdo full_name= Intemational+Business+Machines+Corpo 2142012

AKl K NAKAO Director

G~-r)ipDecember 5 2011

DEC 08 lOl1 TO Caroline Judy Assistant Direltltor GSA

RECE~vED FROM Tudor S Mosu Procurement Specialist n

SUBJECf Finding ofNon-Competition bull Sote Source 2084 Purchase from International Business Machines Corp Sacramento CA

This is to document my finding that competitive bidding is not possible for the purchase ofall IBM Education Pack in tho amount oUI 4994000 for the Social Services Agency (SSA) Infonnation Systems Department and therefore the Departmental Justification to Request a Waiver ofCounty Competitive Bidding Requirement copy attached is approved

In accordance with the County Administrative Code Section 412010 entitled UPurchases to be by Competitive Quotation all purchases of and contracts for materials supplies services fwnishings equipment livestock and other personal property shall be based wherever possible on competitive quotations

I have reviewed and researched the product and marketplace Based on my research ofthe departmental justifi~tion and internet I have detennined the requested product and supplier cannot be substituted and satisfy the Countys requirements International Business Machines Corp (IBM) is the only vendor capable to provide an online account to be used for IBM private courses at SSA on WM business intelligence data warehouse reporting classes IBM will add the SSA content customized to the training environment using Cognos Framework Manager and will provide a suite oftraining public and private courses technical conferences and selfmiddotpaced virtual classes This sole source request was posted on the County website for ten (10) business days and no other proposal was received Therefore competitive quotations are not possible and the request is recommended for your approval

The Social Services Agency is to obtain Board approval for services that exceed $25000 requesting authorization from the President of the Board to sign the contract or approve the purchase The Auditor-Controller issues Board signed contracts and Board approved purchase orders and purchase order changes withwithout signed contracts

te IIktt II Peill-o ValenciaDeputy Direct6rlDate

GSA Office ofAcquisition Policy

SLEB Compliant ______

Date~~~~_________ Director GSA

Attachment(s)

1401 LAKISIDE DRIVU SUITL 907 OAKLND CALIFORNIA 94612 PHmr 5102989600 [AX 5[02089626 wwwlt5(itnc~ovorg

GSA Sole Source Procurements - Alameda County Page lof2o Ala~~da co~ntys Offl~lal ~ebslte Skip County Banner 0 SHARE rJf l

~ go WoOFg i QUick links Citizens Business Seerch aegov IGO I Government Emergencies

GSA Home

Home

Introduction

AwardedClosed Contracts

Current Contracting Opportunltles

Arch 8 Engineering Construction

Sole Source Procurements

Goods 8 Services The contracts described below have been determined to comply with the County Sole Source Policy in ~flesrlonal Services that only a single source is available andor valid sole source exceptions to the competitive process

I-===----f exisl Upcoming ContractIng Opportunities

Arch amp Englnoaring Construction Goods amp Services ProfessIonal ServlceQ

Sole Source Procurements

Highland Project Contracts

AwardedClosedContracts CUlTent Contracting Opportunltles Upcoml Contracting

Contacts Teams

Vendor Info Vendor Guide Vendor Application (Online) Vendor Application

Public Works (PWA) Contracting Opportunities

CDA Construction Contracting Opportunities

StopWasteOrg

Advance NotIce of SoJe Source purchases are posted on-line for a minimum of five (Ii) business days prior to a contract being awarded For any additlonallnformatlon regarding contracts posted on thIs website please contact the appropriate parson listed below Thank you for your interest

Source Contract DescrIption

f1Ef1l Online Training Courses

f1I3JI Repair and Test fIre fighting ProtectiVe Clothing

Electro Shock Guns Cartridges BaHerlee amp Accessories

Estimate Award Date

120212011

11302011

111172011

Contact Person

Tudor S Mosu (510) 208-9614

Tudor S Mosu (510) 208-9614

Tudor S Mosu (510) 208-9614

mhtmIfilelICUserstmosuAppDataLocalMicrosoftWindowsTemporary Internet FilesContentOutlook1OYF6YPOGSA S 1210612011

Alameda County Auclttor-Controller Agencv Office of Contract Compliance OCC

FEDERAL GRANT FUNDS SMALL LOCAL EMERGING BUSINESS (SUI) WAIVER REQUEST

REQUIREDTOSOUCIT BlOSPROPOSALSAND AWARt)AMENO CONTRACTS THAT INCUJDe FtoERAl GRANT FUNDS THAT fROHI51l GIOORAPHICAl PREFERENCE)

mSfCDOfltcompr middot6 bbw and submit fhts form wlfh supporifng doclfrnentaion pecificolty stoHng that geographle preferences om bonnad fer the requetfed procurement to Tcmtnee TRlong Auditor Controller ace a QC 20111 or vIa email tot1Wlmf1lmn9_~99Uponapprovala fampdeKal Fundt WaNer number wm be I$SitEtd This numbM Is a mandatOf) field rGqooed tQ enter Q Procurement CollirUct In ALCOUMt ace wlJi mft-m upprovaill and denkds to tile Requesfing Depmtmem listed belew It IIIIftoI WQJvCW Is to $Cliett bids resubmlt c IOPY of the originally signed form Q nsed to tIWOrdlarYileM eo~ttI~ rlllquired addltlOlQllnfOOYlofl~l (3JiC bllliowl

1 Requasiing Department Ncme~_~~~9______ _~__________

A Contact First and Lost Nome~a~y Chen ___ _____ QiC 20203 __

8 Email Address~~~aOQCVmiddotorg ___ Phone Number ~~~~~ ____ 2 Procu~ement Oescriptlcm To p~asl an IB~~~tl0f~Jntonlln~ account) th~~lIIJr~~~

_IB~~~~gn~ pub~8 p~ate traini~gtpoundOUrses far saA Siaff _ CFOA No _9_~_5_5e___

3 1~~l9n~ checK aP2rgl~~~QY to fndrcqjg reason forYfaiver re9Y~______---

A 0 SoBd Bids with County Counsel approved modifled SlEB provlslons ___1___L__ ~

Wmvef Requeii ~ I=====================u____ t-__----i _101gt~r---------------- w 4 - bull _ IiT__ __ middot_-------1bull -- bullbull loW

IB II Award Contract wih COllnty COlJnSel OPPlOV(~ modifiampi SlES provIsions J IlL3 I W4livElf hquaat Delfs I

l ControctorNameCitYIM~IaClesett --~------------- iI Total Contract ValtJe $1499~O~ 5 3 fs i

L 3 fpoundlltroct S~ Date ~LJ~)2 U- COltmct End Dote=--zbJ~_IT1- - ~----- --~ -------- C 0 Contract Amendment --1_~J_ Also complete R 11 B2) and B 3) above WaWQr Req~Date

Dnme expiration Dote __~J1_ bull OMoo6Y Increase Amount $___~__~ ----~----~-- shy4 g Check here to in(iicate thai the FedefQ~ regulation Is ofialChed and speciflcally prohibits

geographical preferencs$ rrown he proc)r~met1 described above

Federal Re~Jutotlon NameNumber H~ltht~ S~~~L2~45ER~_~__~_

5 pound1 Che~~k here to lndicats that the Fedarar grant fundi are sub granted or PQssed through the State to the Couniy where State laws prohibit geogroph1cai preferences from the proctffemenf described obove and sub granf documerlts are aHached

State Regulation NomeNum r---=__

6 ---~~~~~~~gt-r--4-----n7io-y----shy r OClte

EPLS Search Results Page 1 of 1

Excluded Parties List System EPLS

Search Results Excluded By Firm Entity or Vessel International Business Machines Corporation

as of 14-Feb-2012 229 PM EST

Your search returned no results

httpsllwwweplsgoveplssearchdo full_name= Intemational+Business+Machines+Corpo 2142012

GSA Sole Source Procurements - Alameda County Page lof2o Ala~~da co~ntys Offl~lal ~ebslte Skip County Banner 0 SHARE rJf l

~ go WoOFg i QUick links Citizens Business Seerch aegov IGO I Government Emergencies

GSA Home

Home

Introduction

AwardedClosed Contracts

Current Contracting Opportunltles

Arch 8 Engineering Construction

Sole Source Procurements

Goods 8 Services The contracts described below have been determined to comply with the County Sole Source Policy in ~flesrlonal Services that only a single source is available andor valid sole source exceptions to the competitive process

I-===----f exisl Upcoming ContractIng Opportunities

Arch amp Englnoaring Construction Goods amp Services ProfessIonal ServlceQ

Sole Source Procurements

Highland Project Contracts

AwardedClosedContracts CUlTent Contracting Opportunltles Upcoml Contracting

Contacts Teams

Vendor Info Vendor Guide Vendor Application (Online) Vendor Application

Public Works (PWA) Contracting Opportunities

CDA Construction Contracting Opportunities

StopWasteOrg

Advance NotIce of SoJe Source purchases are posted on-line for a minimum of five (Ii) business days prior to a contract being awarded For any additlonallnformatlon regarding contracts posted on thIs website please contact the appropriate parson listed below Thank you for your interest

Source Contract DescrIption

f1Ef1l Online Training Courses

f1I3JI Repair and Test fIre fighting ProtectiVe Clothing

Electro Shock Guns Cartridges BaHerlee amp Accessories

Estimate Award Date

120212011

11302011

111172011

Contact Person

Tudor S Mosu (510) 208-9614

Tudor S Mosu (510) 208-9614

Tudor S Mosu (510) 208-9614

mhtmIfilelICUserstmosuAppDataLocalMicrosoftWindowsTemporary Internet FilesContentOutlook1OYF6YPOGSA S 1210612011

Alameda County Auclttor-Controller Agencv Office of Contract Compliance OCC

FEDERAL GRANT FUNDS SMALL LOCAL EMERGING BUSINESS (SUI) WAIVER REQUEST

REQUIREDTOSOUCIT BlOSPROPOSALSAND AWARt)AMENO CONTRACTS THAT INCUJDe FtoERAl GRANT FUNDS THAT fROHI51l GIOORAPHICAl PREFERENCE)

mSfCDOfltcompr middot6 bbw and submit fhts form wlfh supporifng doclfrnentaion pecificolty stoHng that geographle preferences om bonnad fer the requetfed procurement to Tcmtnee TRlong Auditor Controller ace a QC 20111 or vIa email tot1Wlmf1lmn9_~99Uponapprovala fampdeKal Fundt WaNer number wm be I$SitEtd This numbM Is a mandatOf) field rGqooed tQ enter Q Procurement CollirUct In ALCOUMt ace wlJi mft-m upprovaill and denkds to tile Requesfing Depmtmem listed belew It IIIIftoI WQJvCW Is to $Cliett bids resubmlt c IOPY of the originally signed form Q nsed to tIWOrdlarYileM eo~ttI~ rlllquired addltlOlQllnfOOYlofl~l (3JiC bllliowl

1 Requasiing Department Ncme~_~~~9______ _~__________

A Contact First and Lost Nome~a~y Chen ___ _____ QiC 20203 __

8 Email Address~~~aOQCVmiddotorg ___ Phone Number ~~~~~ ____ 2 Procu~ement Oescriptlcm To p~asl an IB~~~tl0f~Jntonlln~ account) th~~lIIJr~~~

_IB~~~~gn~ pub~8 p~ate traini~gtpoundOUrses far saA Siaff _ CFOA No _9_~_5_5e___

3 1~~l9n~ checK aP2rgl~~~QY to fndrcqjg reason forYfaiver re9Y~______---

A 0 SoBd Bids with County Counsel approved modifled SlEB provlslons ___1___L__ ~

Wmvef Requeii ~ I=====================u____ t-__----i _101gt~r---------------- w 4 - bull _ IiT__ __ middot_-------1bull -- bullbull loW

IB II Award Contract wih COllnty COlJnSel OPPlOV(~ modifiampi SlES provIsions J IlL3 I W4livElf hquaat Delfs I

l ControctorNameCitYIM~IaClesett --~------------- iI Total Contract ValtJe $1499~O~ 5 3 fs i

L 3 fpoundlltroct S~ Date ~LJ~)2 U- COltmct End Dote=--zbJ~_IT1- - ~----- --~ -------- C 0 Contract Amendment --1_~J_ Also complete R 11 B2) and B 3) above WaWQr Req~Date

Dnme expiration Dote __~J1_ bull OMoo6Y Increase Amount $___~__~ ----~----~-- shy4 g Check here to in(iicate thai the FedefQ~ regulation Is ofialChed and speciflcally prohibits

geographical preferencs$ rrown he proc)r~met1 described above

Federal Re~Jutotlon NameNumber H~ltht~ S~~~L2~45ER~_~__~_

5 pound1 Che~~k here to lndicats that the Fedarar grant fundi are sub granted or PQssed through the State to the Couniy where State laws prohibit geogroph1cai preferences from the proctffemenf described obove and sub granf documerlts are aHached

State Regulation NomeNum r---=__

6 ---~~~~~~~gt-r--4-----n7io-y----shy r OClte

EPLS Search Results Page 1 of 1

Excluded Parties List System EPLS

Search Results Excluded By Firm Entity or Vessel International Business Machines Corporation

as of 14-Feb-2012 229 PM EST

Your search returned no results

httpsllwwweplsgoveplssearchdo full_name= Intemational+Business+Machines+Corpo 2142012

Alameda County Auclttor-Controller Agencv Office of Contract Compliance OCC

FEDERAL GRANT FUNDS SMALL LOCAL EMERGING BUSINESS (SUI) WAIVER REQUEST

REQUIREDTOSOUCIT BlOSPROPOSALSAND AWARt)AMENO CONTRACTS THAT INCUJDe FtoERAl GRANT FUNDS THAT fROHI51l GIOORAPHICAl PREFERENCE)

mSfCDOfltcompr middot6 bbw and submit fhts form wlfh supporifng doclfrnentaion pecificolty stoHng that geographle preferences om bonnad fer the requetfed procurement to Tcmtnee TRlong Auditor Controller ace a QC 20111 or vIa email tot1Wlmf1lmn9_~99Uponapprovala fampdeKal Fundt WaNer number wm be I$SitEtd This numbM Is a mandatOf) field rGqooed tQ enter Q Procurement CollirUct In ALCOUMt ace wlJi mft-m upprovaill and denkds to tile Requesfing Depmtmem listed belew It IIIIftoI WQJvCW Is to $Cliett bids resubmlt c IOPY of the originally signed form Q nsed to tIWOrdlarYileM eo~ttI~ rlllquired addltlOlQllnfOOYlofl~l (3JiC bllliowl

1 Requasiing Department Ncme~_~~~9______ _~__________

A Contact First and Lost Nome~a~y Chen ___ _____ QiC 20203 __

8 Email Address~~~aOQCVmiddotorg ___ Phone Number ~~~~~ ____ 2 Procu~ement Oescriptlcm To p~asl an IB~~~tl0f~Jntonlln~ account) th~~lIIJr~~~

_IB~~~~gn~ pub~8 p~ate traini~gtpoundOUrses far saA Siaff _ CFOA No _9_~_5_5e___

3 1~~l9n~ checK aP2rgl~~~QY to fndrcqjg reason forYfaiver re9Y~______---

A 0 SoBd Bids with County Counsel approved modifled SlEB provlslons ___1___L__ ~

Wmvef Requeii ~ I=====================u____ t-__----i _101gt~r---------------- w 4 - bull _ IiT__ __ middot_-------1bull -- bullbull loW

IB II Award Contract wih COllnty COlJnSel OPPlOV(~ modifiampi SlES provIsions J IlL3 I W4livElf hquaat Delfs I

l ControctorNameCitYIM~IaClesett --~------------- iI Total Contract ValtJe $1499~O~ 5 3 fs i

L 3 fpoundlltroct S~ Date ~LJ~)2 U- COltmct End Dote=--zbJ~_IT1- - ~----- --~ -------- C 0 Contract Amendment --1_~J_ Also complete R 11 B2) and B 3) above WaWQr Req~Date

Dnme expiration Dote __~J1_ bull OMoo6Y Increase Amount $___~__~ ----~----~-- shy4 g Check here to in(iicate thai the FedefQ~ regulation Is ofialChed and speciflcally prohibits

geographical preferencs$ rrown he proc)r~met1 described above

Federal Re~Jutotlon NameNumber H~ltht~ S~~~L2~45ER~_~__~_

5 pound1 Che~~k here to lndicats that the Fedarar grant fundi are sub granted or PQssed through the State to the Couniy where State laws prohibit geogroph1cai preferences from the proctffemenf described obove and sub granf documerlts are aHached

State Regulation NomeNum r---=__

6 ---~~~~~~~gt-r--4-----n7io-y----shy r OClte

EPLS Search Results Page 1 of 1

Excluded Parties List System EPLS

Search Results Excluded By Firm Entity or Vessel International Business Machines Corporation

as of 14-Feb-2012 229 PM EST

Your search returned no results

httpsllwwweplsgoveplssearchdo full_name= Intemational+Business+Machines+Corpo 2142012

EPLS Search Results Page 1 of 1

Excluded Parties List System EPLS

Search Results Excluded By Firm Entity or Vessel International Business Machines Corporation

as of 14-Feb-2012 229 PM EST

Your search returned no results

httpsllwwweplsgoveplssearchdo full_name= Intemational+Business+Machines+Corpo 2142012