AMENDMENT NUMBER 12 TO MASTER SERVICES AGREEMENT FOR IT SERVICES BY AND BETWEEN COUNTY OF ORANGE AND SCIENCE APPLICATIONS INTERNATIONAL CORPORATION

Transcription

1 AMENDMENT NUMBER 12 TO MASTER SERVICES AGREEMENT FOR IT SERVICES BY AND BETWEEN COUNTY OF ORANGE AND SCIENCE APPLICATIONS INTERNATIONAL CORPORATION This Amendment Number 12 to Master Services Agreement for IT Services by and between County of Orange and ("Amendment 12") is made and entered into by and between the County of Orange, a political subdivision of the State of California ("County") and, ("Vendor"). All capitalized undefined terms in this Amendment 12 will be as defined in the Agreement. RECITALS WHEREAS, County and Vendor entered into a Master Services Agreement for IT Services by and between County of Orange and (the "Agreement"); and WHEREAS, County and Vendor entered into the Agreement effective May 14, 2013 ( Effective Date ); and WHEREAS, the Parties have previously made the following amendments to the Agreement: Amendment 1, dated September 10, 2013 ( Amendment 1 ); Amendment 2, dated February 3, 2014 ( Amendment 2 ); Amendment 3, dated June 6, 2014 ( Amendment 3 ); Amendment 4, dated July 25, 2014 ( Amendment 4 ); Amendment 5, executed January 12, 2016, and retroactively dated to February 3, 2015 ( Amendment 5 ); Amendment 6, dated April 26, 2016 ( Amendment 6 ); Amendment 7, dated June 1, 2016 ( Amendment 7 ); Amendment 8, dated September 13, 2016 ( Amendment 8 ); Amendment 9, executed February 15, 2017, and retroactively dated to February 3, 2017 ( Amendment 9 ); Amendment 10, dated September 26, 2017 ( Amendment 10 ); Amendment 11, dated January 10, 2018 ( Amendment 11 ); and WHEREAS, the Parties desire to enter into this Amendment 12 for the purposes of extending the Agreement s Term by one (1) year thereby extending the Expiration Date currently scheduled for February 2, 2019 to February 2, 2020, provided the Expiration Date is not otherwise modified under the terms of the Agreement; (2) modifying Schedule 2A Revision 1 of the Agreement to reflect Maintenance Windows occurring, and to agree that certain maintenance and change activities require an entire weekend to perform; (3) modifying Schedule 2B Revision 1 of the Agreement to reflect the deletion of the scope requirement for Vendor to provide business recovery center Services; (4) modifying Schedule 2E to remove Vendor s obligation to support desktop components of the business recovery center; (5) modifying Schedule 3 Revision 4 to the Agreement to reflect revisions to Service Desk Fees; (6) modifying Appendix 3.1 to Schedule 3 Revision 9 of the Agreement to reflect revisions to Service Desk Services for Contract Years 5, 6 and 7 as agreed to in Schedule 3 Revision 5, and revisions to Disaster Recovery Services pricing due to the removal of the Business Recovery Center Resource Unit for Contract Years 6 and 7; (7) modifying Appendix 4.1 to Schedule 4 Revision 3 of the Agreement to reflect changes to the Page 1 of 5 Pages

2 Performance Targets for SLRs 62 and 63; (8) modifying Attachment A to the Agreement to revise the definition of Calls ; and (9) modifying Attachment P Revision 1 to the Agreement to remove business recovery center references. NOW, THEREFORE, for and in consideration of the mutual promises and covenants contained herein, the receipt, sufficiency and adequacy of which is hereby acknowledged, the Parties, intending to be legally bound, hereby contract and agree as follows: AGREEMENT A. The Term of the Agreement is hereby extended one (1) year thereby extending the Expiration Date currently scheduled for February 2, 2019 to February 2, 2020, provided the Expiration Date is not otherwise modified under the terms of the Agreement. 1. Due to calendaring and logistical considerations as it relates to the months of January and February, 2020, Fees associated with performance of Services occurring on February 1 and 2, 2020 associated with the monthly, fixed unit rate Services performed for Data Center, Desktop, and Service Desk shall be included in the monthly, fixed Fees invoiced for the month of January, There will be no separate invoice for the days of February 1 and 2, 2020 for these Services. Furthermore, Fees associated with Applications Development and Maintenance Services ( ADM ) and Work Order Services that are performed as Time and Materials ( T&M ) efforts will be invoiced for all Services performed through the month of January, 2020 and those performed on February 1 and 2, Vendor s invoice for Services for the month of January, 2020 will include all aforementioned Services for the period of January 1, 2020 through February 2, County s and Vendor s respective rights and obligations with respect to Fees for any Services that Vendor provides during Disentanglement remain unchanged and in full force and effect. B. The Parties hereby agree to amend the Agreement as follows: 1. Schedule 2A (IT Service Management and Life Cycle Services SOW) Revision 1 of the Agreement is deleted in its entirety from the Agreement and replaced with the attached Schedule 2A (IT Service Management and Life Cycle Services SOW) - Revision 2, which is incorporated into the Agreement by this reference. 1.1 Schedule 2A (IT Service Management and Life Cycle Services SOW) - Revision 2 shall become effective on the Amendment Effective Date. 2. Schedule 2B (Data Center Services SOW) Revision 1 of the Agreement is deleted in its entirety from the Agreement and replaced with the attached Schedule 2B (Data Center Services SOW) - Revision 2, which is incorporated into the Agreement by this reference. 2.1 Schedule 2B (Data Center Services SOW) - Revision 2 shall become effective on February 3, Page 2 of 5 Pages

3 3. Schedule 2E (Desktop Support SOW) of the Agreement is deleted in its entirety from the Agreement and replaced with the attached Schedule 2E (Desktop Support SOW) - Revision 1, which is incorporated into the Agreement by this reference. 3.1 Schedule 2E (Desktop Support SOW) - Revision 1 shall become effective on February 3, Schedule 3 (Fees) Revision 4 of the Agreement is deleted in its entirety from the Agreement and replaced with the attached Schedule 3 (Fees) - Revision 5, which is incorporated into the Agreement by this reference. 4.1 Schedule 3 (Fees) shall become effective the calendar month following the Amendment Effective Date. 5. Appendix 3.1 (SOW Pricing) to Schedule 3 - Revision 9 of the Agreement is deleted in its entirety from the Agreement and replaced with the attached Appendix 3.1 (SOW Pricing) to Schedule 3 - Revision 10, which is incorporated into the Agreement by this reference. 5.1 Appendix 3.1 (SOW Pricing) to Schedule 3 - Revision 10 shall become effective the calendar month following the Amendment Effective Date. 6. Appendix 4.1 (Service Level Requirements and Fee Reduction Weighting Factors) to Schedule 4 Revision 2 is deleted in its entirety from the Agreement and replaced with the attached Appendix 4.1 (Service Level Requirements and Fee Reduction Weighting Factors) to Schedule 4 Revision 3, which is incorporated into the Agreement by this reference. 6.1 Appendix 4.1 (Service Level Requirements and Fee Reduction Weighting Factors) to Schedule 4 Revision 3 shall become applicable the calendar month following the Amendment Effective Date. 7. Attachment A (Statement of Work Definitions) is deleted in its entirety from the Agreement and replaced with the attached Attachment A (Statement of Work Definitions) Revision 1, which is incorporated into the Agreement by this reference. 7.1 Attachment A (Statement of Work Definitions) - Revision 1 shall become effective the calendar month following the Amendment Effective Date. 8. Attachment P (Financial Responsibility Matrix) Revision 1 is deleted in its entirety from the Agreement and replaced with the attached Attachment P (Financial Responsibility Matrix) Revision 2, which is incorporated into the Agreement by this reference. 8.1 Attachment P (Financial Responsibility Matrix) - Revision 2 shall become effective on February 3, C. This Amendment 12 shall be effective as of the latest date it is executed by both Parties ( Amendment Effective Date ). Page 3 of 5 Pages

4 D. Order of Precedence When Interpreting Conflicting Terms Except as otherwise expressly set forth and amended herein, all terms and conditions of the Agreement and its Amendments 1 through 11 remain unchanged and in full force and effect. Capitalized terms used in this Amendment and not defined herein have the meanings given to them or referenced in the Agreement and the prior amendments. In the event of any inconsistency or conflict between or among any provision of this Amendment 12 and any provision of the original Agreement, and/or its amendments/modifications other than Amendment 12, the inconsistency or conflict shall be resolved by giving precedence to the language of amendments, modifications, and the original Agreement in the following order: 1. Amendment 12; 2. Amendment 11; 3. Amendment 10; 4. Amendment 9; 5. Amendment 8; 6. Amendment 7; 7. Amendment 6; 8. Amendment 5; 9. Amendment 4; 10. Amendment 3; 11. Amendment 2; 12. Amendment 1; 13. The original Agreement. THE REMAINDER OF THIS PAGE IS INTENTIONALLY BLANK Page 4 of 5 Pages

5