COUNTY OF SANTA CRUZ

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					                                                                                               0377
                             COUNTY OF SANTA CRUZ
                                            PLANNING DEPARTMENT
                                   70 1 OCEAN STREET, SUITE 4 IO, SANTA CRUZ, CA 95060
                                 (831)454-2580 FAX: (831)454-2131 TDD: (831)454-2123
                                                 ALVIN JAMES. D IRECTOR




                                                    AGENDA: November 26,2002
 November 7,2002

 Board of Supervisors
 County of Santa Cruz
 701 Ocean Street
 Santa Cruz, California 95060

 Dear Members of the Board:

 SUBJECT: Replacement of the Automated Land Use System (ALUS) with
          Hansen Information Technologies Permit Tracking System

                                         INTRODUCTION

 The Planning Department is requesting your Board’s approval of several agreements
 collectively comprising a negotiated procurement contract for the replacement of the
 mainframe ALUS permit tracking system as provided within the approved 2002-03
 County Plant Acquisitionflechnology and Productivity budget. The vendor, Hansen
 Information Technologies, will install PC based permit tracking software to replace the
 old mainframe system.

 Background

  Presently, the mainframe ALUS system is used by the Planning Department and other
. land use agencies for tracking permit applications and issued permits for building and
  discretionary projects, as well as code compliance cases. This is an aging system
  being asked to perform more and more complex tasks in response to changes in
  legislation, regulations and policy. Increasingly, it is not meeting the needs of the land
  use agencies or the public. In the spring of 2001, the Information Services Policy
  Committee authorized the Department, working cooperatively with the Information
  Services Department, to look for a system to replace ALUS.

 In preparing the Request for Proposal, information requirements were gathered from
 representative departments and agencies with responsibilities for permit processing
 related matters. This included all divisions within the Planning Department,
 Environmental Health, Public Works, the Redevelopment Agency, Office of Emergency
 Services and several Fire Districts. Information sharing and potential exchanges of data
 were identified with the Assessor, Public Works, Environmental Health, the County
 Recorder, the Treasurerflax Collector, the Redevelopment Agency, the Auditor-
                                                                                           89
Controller and County Counsel. A meeting was also held with the Santa Cruz County 0 3 7 8
Architects Association to hear to their views and suggestions for improving information
and service. The formal Request for Proposal process began soon thereafter.

The Request for Proposal identified a full range of building and discretionary application
and permit functions including fee assessment, reviews, tracking permit conditions,
condition compliance and mitigation monitoring, inspections, code compliance,
management information and public access to information. A Permit Tracking System
Selection Committee (the Committee) was established. It was comprised of staff from
the Planning Department, Environmental Health and the Information Services
Department.
On June 28, 2002, your Board I approved the selection of Hansen Information
                                 .)
Technologies as the Permit Tracking System vendor as recommended by the
Committee, 2.) authorized the Planning Director, the Information Services Department
and the General Services Department to enter into negotiations with Hansen
Information Technologies to develop a contract for the procurement of a permit tracking
system, and 3.) directed the Planning Director, upon successful completion of a
negotiated procurement contract for the Hansen Information Technologies system, to
bring the contract back to the Board for final consideration and approval.
                                       NEXT STEPS

The attached contract and statement of work were negotiated with the vendor, in
cooperation with Information Services staff who have assisted in the development of the
statement of work and reviewed the work plan and technical sections contained in the
contracts. The contract includes the software license agreement, a service and
maintenance agreement and a professional services agreement providing for software
installation, implementation, development of interfaces, training and the conversion of
data from ALUS to the Hansen system. Upon execution of the contract, the Planning
Department will work closely with the Information Services Department to ensure a
successful implementation and integration of the Hansen system in the County network.
Information Services will provide ongoing system support and will assist in inter-
departmental coordination and future opportunities for data exchanges with other
County departments.

                                FINANCIAL CONSIDERATIONS

In anticipation of this project, your Board approved Plant AcquisitionlTechnology and
Productivity Funds for this project in the amount of $550,000 during the 2002-03
Budget Hearings. The contract amount of $508,380 provides software related
expenses and includes the required first year maintenance of $42,300. Additional
project expenses, including reporting software, software taxes, hardware acquisition
and software escrow are estimated to cost $39,756, bringing the total anticipated project
expenses to $548,136. Annual maintenance for the Hansen system after the first year
will be $42,300 and will be addressed in the 2003-04 budget.

                                       CONCLUSION

The Committee has identified the Hansen Information Technologies system as the
      best able to meet the land use needs of the County. The system structure is
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flexible and may be configured to meet the changing land use needs of County
Government.

It is therefore RECOMMENDED that the Board:

        I)       Authorize the Planning Director to execute the attached agreement in the
                 amount of $508,308 with Hansen Information Technologies for the
                 procurement of software licenses, maintenance, and professional
                 services, and

        2)       Authorize the purchase of fixed assets (computer server) in the amount of
                 $13,500 as detailed on the attached AUD-74 Request for Transfer or
                 Revision of Budget Appropriations and/or Funds, and

        3)       Authorize the transfer of $548,136 as detailed on the attached AUD-74
                 Request for Transfer or Revision of Budget Appropriations and/or Funds
                 from the Plant AcquisitionlTechnology and Productivity budget to the
                 operating budget of the Planning Department to fund the agreement and
                 associated software, hardware, applicable taxes and server hardware
                 acquisition.

Sincerely,



Alvin D. James
Planning Director          \
RECOMMENDED:                               I



SUSAN A. MAURIELLO
County Administrative Officer

Attachments:               1.) ADM-29 and contract
                           2.) AUD-74 and schedule of appropriation detail

cc:      Auditor-Controller                          Aptos Fire Protection District
         General Services Department                 Ben Lomond Fire Protection District
         Information Services Department             California Department of Forestry
         Hansen Information Technologies             Central Fire Protection District
         Assessor                                    Felton Fire Protection District
         County Administrative Office                Scotts Valley Fire Protection District
         County Counsel                              LAFCO
         Elections                                   POSCS
         Environmental Health                        Public Works
         Redevelopment Agency                        Salsipuedes Sanitation District

ADJ:GC/br/l: Hansen COP letter.doc
                                                   COUNTY OF SANTA CRUZ        0380h?ammm                                               1
-                                            REQUEST FOR APPROVAL OF AGREEMENT

TO:      Board of Supervisors
         County Administrative Office
         Auditor con troll^


AGREEMENT TYPE (Check One)                                                                            Revenue Agreement

The Board of Supervisors is hereby requested to approve t e attached agreement and authorize the execution of same.
                                                         h
                                    Santa Cruz County Planning Department
1. Sard agreement is between the                                                                                    (DeparnenVAgency)
           Hansen Information Technologies
   anj     1745 Karkston Road, Sacramento, CA 95825- 4026                                                               (Name/Address)
2 . Thzagreement                    purchase and installation of permit tracking software to replace
      ALUS mainframe system.

                                             November 2 0 , 2002                      to
                                                                                                      June 3 0 , 2003
3. Pe-iodof the agreement is from

4. Anticipated Cost is $ 508 9 380                                                Fixed    0   Monthly Rate        Annual Rate      Not to Exceed

      Remarks:     w l be placed on 2003-04 continuing agreements list
                    il

5. Detail:    0 On Continuing Agreements List for FY    -      . Page CC-               Contract No:                   OR        l*Tme Agreement
      n SectionII            NoBoardletterrequired,willbelistedunderItem8,)            541300 / 3495           $170,150.
      n Section II
                 I           .Board letter required
                                                                                 2 541300 / 3347
      n Sectionw                                                                                              $42,300.
                              Revenue Agreement

 6. &propriatins/Revenues are available and are budgeted in
                                                                                  3
                                                                                   3   541300     / 3535    $295,930.
                                                                                                      (Index)                           (Sub object)
                                                    R                                         R
                           NOTE: I F APPROPRIATIONSA E INSUFFICIENT, ATTACHED COMPLmD AUD-74 O AUD-60
-
                                           x-fi
 ApprOpriatiO
            3e k
             Em
 w/at tached AUD-74
                                      d
                           available a -
                                                      -
                                                        encumbered.
                                                                               B:
                                                                                Y
                                                                                  Auditor-ConbDller Deputy    /I            Date:   I
 Propcsal and accounting detail reviewed and approved. It is recommended that the Board of Supervisors approve the agreement and authorize
       I*lanning Director                                                                                             Planning Department
                                                                (DepVAgency Head) to execute on behalf of the




 DistriSution:
           Board of Supervisors - White           State of California
           Auditor Controller - Canary            County of Santa Cruz
           Auditor-Conboller - Pink               I                         ex-ofkio Clerk of the Board of Supervisors of the County of Santa Cruz,
           Department - Gold                      State of California, do hereby certify that the foregoing request b r approval of agreement was ap-
                                                  proved by said Board of Supervisors as recommended by the County Administrative Office by an
                                                  order dub entered in the minutes of said Board on                                      0
                                                                                                                                        2-
             ADM - 29 (8/01)
             Title I, section 300 Proc Man        By: Deputy Clerk
  AUDITOR-CONTROLLER USE ONLY

  co                            $
                                 JE Amount                    tines           Hrn                  KeVd Bv                    Dak

                                                        - $                           d
          Auditor Description                                 Amount                  Index            Sub object           User Code
                                                                                                   0381

                     PROFESSIONAL SERVICES AGREEMENT
                                            between
                         County of Santa Cruz, California
                                              and
                         Hansen Information Technologies
       This Professional Services Agreement ("Agreement1') is hereby entered into between
Hansen Information Technologies ("CONTRACTOR") and COUNTY OF SANTA CRUZ,
CALIFORNIA ("COUNTY ") on the following terms and conditions:

        WHEREAS, COUNTY desires to license certain computer software for the processing
and tracking of building and discretionary planning applications and permits and the processing
of code compliance cases from CONTRACTOR;

        WHEREAS, CONTRACTOR is willing to provide Services to COUNTY in accordance
with the terms and conditions set forth in this Agreement;

        NOW, THEREFORE, CONTRACTOR and COUNTY agree as follows:

 .
10      DEFINITIONS.

        1.1     License Agreement: Shall mean the Limited Software License Agreement
        entered into or being negotiated between the parties concerning the licensed use of the
        Software and included herein as Exhibit E.

        1.2     Other Definitions: The definitions found in Exhibit E, the Limited Software
        License Agreement, are incorporated into this Agreement by this reference.

2.0     SERVICES. COUNTY hereby retains CONTRACTOR and CONTRACTOR hereby
        agrees to perform certain professional Services in accordance with Exhibit A attached
        hereto and incorporated herein by reference. The project will consist of the delivery of
        the Software, installation, implementation, and training.

3.0     TERM. The term of this Agreement ("Term") shall commence on the date it is executed
        by both parties and shall continue in full force until work is completed or the Agreement
        is terminated earlier in accordance with the terms and provisions hereof. Termination
        shall have no effect on COUNTY Is obligation to pay the applicable labor rate (or an
        equitable portion of any fixed fee) with respect to Services rendered prior to the effective
        date of termination.

4.0     FEES. Professional Service fees for this agreement are $295,930 and are set out in
        Exhibit A. Professional Services will be invoiced monthly for services as incurred on a
        time basis. If days for Professional Services in excess of that stated in Exhibit A are
        needed, COUNTY and CONTRACTOR may agree to contract for additonal services.
        License fees are $170,150 and are described in Exhibit E. Service and Maintenance Fees
        are $42,300 and are described in Exhibit F. Total not to exceed fees for this agreeement
        including all exhibits is $508,380.




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                                                                                                            0382



     5.0   TRAVEL AND OUT-OF-POCKET COSTS. Except as otherwise set forth in this
           Agreement, fees quoted for Services do not include and COUNTY shall reimburse
           CONTRACTOR for its reasonable and customary cost of travel (air and cab fare,
           lodging, auto rental or local mileage, standard per diem, etc.) and out-of-pocket costs for
           photocopying, overnight courier, long-distance telephone and the like, which shall be
           invoiced at cost. The above listed out-of-pocket costs are limited to those pre-approved
           by COUNTY. If Travel and Out-of-pocket Costs in excess of that stated in Exhibit A are
           needed, a change order signed by both parties will be required. CONTRACTOR will
           follow standard per diem rates as outlined in Exhibit H.

     6.0   INVOICES, PAYMENT AND LATE CHARGES. Payment shall be made within
           thirty (30) days of receipt of invoice. Any late payment shall be subject to any costs of
           collection (including reasonable legal fees) and shall bear interest at the rate of one (1)
           percent, or the maximum rate allowed by law, whichever rate is less, per month or
           fraction thereof until paid. The cancellation of any professional service with two weeks
           notice or less prior to the date scheduled for the services is subject to a $250 fee, plus all
           non-refundable travel expenses. Billing shall be made by invoice which shall include the
           contract number assigned by COUNTY and which is delivered to the address given in
           section 11, Notices, below.


     7.0   OWNERSHIP AND PROPRIETARY RIGHTS


           7.1     CONTRACTOR Proprietary RiPhts to Work Product. “Work Product” shall
                   mean any resulting software (including all functional and technical designs,
                   programs, modules, code, interfaces, algorithms, flowcharts, diagrams,
                   documentation and the like) or any modifications or changes to the software
                   created by CONTRACTOR after the effective date of this agreement and in
                   furtherance of the Statement of Work. CONTRACTOR shall own all right, title
                   and interest to the Work Product. The parties acknowledge that the Work
                   Product is not a “work made for hire” under the Federal Copyright Law. The
                   parties agree that the Work Product shall be deemed to be and become a part of
                   the Software for all purposes under the License Agreement.

           7.2      COUNTY Proprietary Rights to Work Product. COUNTY shall own all
                    right, title and interest in Work Products created by COUNTY. “Work Product”
                    shall mean interfaces, algorithms, flowcharts, diagrams, documentation and the
                    like, created before or after the effective date of this agreement.

           7.3      Ownership of Documents. COUNTY shall be the owner of the following items
                    incidental to this Agreement upon production, whether or not completed: all
                    data collected, all documents created exclusively for County, including business
                    process flowcharts or diagrams, and any material necessary for the practical use
                    of the data and/or documents from the time of collection and/or production
                    whether or not performance under this Agreement is completed or terminated
                    prior to completion, except for computer software, software manuals, technical




89                                                2 of 10
                                                                                             0383

            documentation, and data model. CONTRACTOR shall not release any materials
            under this section except after prior written approval of COUNTY.

            No materials produced in whole or in part under this Agreement shall be subject
            to copyright in the United States or in any other country except as determined at
            the sole discretion of COUNTY. COUNTY shall have the unrestricted authority
            to publish, disclose, distribute, or otherwise use in whole or in part, any reports,
            data, documents or other materials prepared under this Agreement, except for
            comptuer software, which shall be subject to the restriction set forth in section
            7.1, above.


8.0   CONFIDENTIAL INFORMATION.

      8.1   Acknowledgment of Confidentialitv. Each party hereby acknowledges that it
            may be exposed to confidential and proprietary information of the other party
            other than the Work Product and Software such as business information (sales
            and marketing research, materials, plans, accounting and financial information,
            personnel records and the like) and other information designated as confidential
            expressly or by the circumstances in which it is provided ("Confidential
            Information"). Confidential Information does not include (i) information already
            known or independently developed by the recipient; (ii) information in the public
            domain through no wrongful act of the recipient, (iii) information received by
            the recipient from a third party who was free to disclose it; or (iv) Work Product
            or the Software which are protected under the License Agreement.

      8.2   Covenant Not to Disclose. Except as required by law, with respect to the other
            party's Confidential Information, the recipient hereby agrees that during the
            Term and at all times thereafter it shall not use, commercialize or disclose such
            Confidential Information to any third party, with the exception of subcontractors
            or vendors under contract to the party and which have undertaken non-disclosure
            obligations comparable to those contained in this Agreement, without the prior
            written consent of the provider. Each party shall use at least the same degree of
            care in safeguarding the other party's Confidential Information as it uses in
            safeguarding its own confidential information.

9.0   WARRANTIES.

      9.1   Limited Warranty. CONTRACTOR agrees to perform all Services in a
            professional, workmanlike manner. CONTRACTOR also agrees and warrants
            that: (a) it shall comply with all applicable laws and regulations; (b) in rendering
            the Services, it and its employees have all necessary rights, authorizations, or
            licenses to provide the Services hereunder and to provide all related materials
            and services required under this Agreement; (c) each of its employees assigned
            to perform services hereunder shall have the proper skill, training and
            background so as to be able to perform in a competent and professional manner
            and that all work will be performed in accordance with the applicable Statement
            of Work; and (d) CONTRACTOR shall obtain for COUNTY the unrestricted
            right to use each deliverable provided to COUNTY by CONTRACTOR



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                   hereunder in accordance with the terms and conditions found in the Limited
                   License Agreement.

            9.2    No other Warranties. EXCEPT FOR THE EXPRESS LIMITED
                   WARRANTY SET FORTH IN SECTION 9.1, CONTRACTOR MAKES
                   NO WARRANTY, EXPRESS OR IMPLIED, OF THIS PROFESSIONAL
                   SERVICES AGREEMENT AND SECTION 17 OF THE LIMITED
                   SOFTWARE LICENSE AGREEMENT (EXHIBIT E) INCLUDING BUT
                   NOT LIMITED TO ANY WARRANTY OF MERCHANTABILITY OR
                   FITNESS FOR A PARTICULAR PURPOSE CONCERNING THE WORK
                   PRODUCT (WHICH IS WARRANTED UNDER THE LICENSE
                   AGREEMENT), ITS SERVICES OR ANY OTHER DELIVERABLES
                   PROVIDED HEREUNDER.

     10.0   LIMITATION ON LIABILITY. THE AGGREGATE LIABILITY OF
            CONTRACTOR ARISING FROM OR RELATING TO THIS AGREEMENT AND ITS
            EXHIBITS (REGARDLESS OF THE FORM OF ACTION OR CLAIM - E.G.
            CONTRACT, WARRANTY, TORT, MALPRACTICE, AND/OR OTHERWISE), IS
            LIMITED TO THE TOTAL AMOUNT OF THE AGREEMENT. CONTRACTOR
                       N
            SHALL NOT l ANY CASE BE LIABLE FOR ANY SPECIAL, INCIDENTAL,
            CONSEQUENTIAL, INDIRECT OR PUNITIVE DAMAGES EVEN IF THEY HAVE
            BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. CONTRACTOR IS
            NOT RESPONSIBLE FOR LOST PROFITS OR REVENUE, LOSS OF USE OF THE
            SOFTWARE, LOSS OF DATA, COSTS OF RE-CREATING LOST DATA, OR THE
            COST OF ANY SUBSTITUTE EQUIPMENT OR PROGRAM.


     11.0   NOTICES. All notices and demands required or permitted under this Agreement shall
            be in writing and may be delivered personally to one of the persons set forth below, sent
            by registered or certified mail, postage prepaid, or by an overnight express service, e.g.
            Federal Express, Airborne Express, etc., to one of the persons and addresses set forth
            below. Any notice or demand mailed as aforesaid shall be deemed to have been
            delivered on the date of delivery or refusal, as the case may be, set forth on the return.
            Said notices shall be delivered, or addressed as follows:

                    Kent Johnson                             Nancy McCollum
                    Hansen Information Technologies          Planning Department, 4'h Floor
                    1745 Markston Road                       County of Santa Cruz
                    Sacramento, CA 95825                     70 1 Ocean Street
                                                             Santa Cruz, CA 95060

            or to such other address and to the attention of such other person as either party may
            designate to the other in writing.

     12.0   TERMINATION.

            12.1    For Cause. Either party may terminate this Agreement if the other party
                    breaches any material provision hereof and fails within thirty (30) days after
                    receipt of notice of breach to correct such default or to commence corrective
                    action reasonably acceptable to the other party and proceed with due diligence to


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              completion. Either party may terminate this Agreement if the other party
              becomes insolvent, makes an assignment for the benefit of its creditors, a
              receiver is appointed or a petition in Bankruptcy is filed with respect to the party
              and is not dismissed within thirty (30) days.

       12.2    For Convenience. COUNTY may terminate this Agreement upon thirty (30)
               days written notice. Following notice of such termination, CONTRACTOR
               shall promptly cease work and noti@ COUNTY as to the status of its
               performance.

               Notwithstanding any other payment provision of the Agreement, COUNTY shall
               pay CONTRACTOR for service performed to the date of termination. In no
               event shall CONTRACTOR be paid an amount in excess of the full price under
               this Agreement nor for profit on unperformed portions of service. The foregoing
               is cumulaitve and shall not affect any right or remedy which COUNTY may have
               in law or equity.

13.0   INDEPENDENT CONTRACTOR STATUS. Each party and its employees are
       independent contractors in relation to the other party with respect to all matters arising
       under this Agreement. Nothing herein shall be deemed to establish a partnership, joint
       venture, association or employment relationship between the parties. Each party shall
       remain responsible, and shall indemnify and hold harmless the other party from the
       withholding and payment of all Federal, state and local personal income, wage, earnings,
       occupation, social security, unemployment, sickness and disability insurance taxes,
       payroll levies or employee benefit requirements (under ERISA, state law or otherwise)
       now existing or hereafter enacted for its respective employees.

14.0   SECURITY, NO CONFLICTS. Each party agrees to inform the other of any
       information made available to the other that is classified or restricted data, agrees to
       comply with the security requirements imposed by any state or local government, or by
       the United States Government, and shall return all such material upon request. Each
       party warrants that its participation in this Agreement does not create any conflict of
       interest prohibited by the United States government or any other domestic or foreign
       government and shall promptly notify the other party if any such conflict arises during
       the Term.

15.0   INSURANCE. CONTRACTOR shall maintain adequate insurance protection covering
       its activities hereunder, including, but not limited to coverage for statutory workers'
       compensation, comprehensive general liability for bodily injury and property damage, as
       well as adequate coverage for vehicles in accordance with Exhibit C attached hereto and
       incorporated herein by reference.

16.0   FORCE MAJEURE

       16.1    Neither party shall be liable for any costs or damages due to nonperformance
               under this Agreement arising out of any cause or event not within the reasonable
               control of such Party and without its fault or negligence.




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                                                                                                     89
            16.2   Each of the parties hereto agrees to give notice forthwith to the other upon
                   becoming aware of an Event of Force Majeure. Such notice shall contain details
                   of the circumstances giving rise to the Event of Force Majeure.

            16.3   If a default due to an Event of Force Majeure shall continue for more than three
                   (3) months then the party not in default shall be entitled to terminate this
                   Agreement as a result of an Event of Force Majeure.

     17.0   INDEMNIFICATION.

            17.1   CONTRACTOR agrees to indemnify, defend and hold harmless COUNTY and
                   its directors, officers, employees, agents, subsidiaries and affiliates, against any
                   and all losses, liabilities, judgments, awards and costs (including reasonable
                   attorneys’ fees) arising out of or related to any claim: (i) for personal injury or
                   damage to property arising out of the furnishing, performance or use of the
                   Services or any deliverable provided hereunder; (ii) for payment of
                   compensation, salary or benefits asserted by an employee of CONTRACTOR;
                   and (iii) any claim arising out of CONTRACTOR’s failure to comply with any
                   applicable law or regulation. The indemnities set forth in this Section shall not
                   be subject to any limitation of liability set forth herein.

            17.2   PROPRIETARY INFRINGEMENT, INDEMNITY: Notwithstanding any
                   language contained herein to the contrary, CONTRACTOR warrants that the
                   software which is the subject of this agreement does not infringe upon or violate
                   any patent, copyright, trade secret, contract right, or any other proprietary right
                   of any third party, within the United States. If there is a claim by any third party
                   against COUNTY, COUNTY will promptly notify CONTRACTOR, and
                   CONTRACTOR will defend and indemnify COUNTY against any loss, cost
                   (including reasonable attorneys’ fees) expense or liability arising out of such
                   claim, regardless of the success of the claim. CONTRACTOR shall use its best
                   efforts to promptly purchase for COUNTY the infringing software or procure for
                   COUNTY a license at no cost to COUNTY, to allow COUNTY to continue
                   using the software or shall modify the software to make it noninfringing. Should
                   CONTRACTOR be unable to obtain for COUNTY software ownership, a
                   license, or the equivalent, CONTRACTOR shall pay COUNTY the loss in value
                   of the software. CONTRACTOR’S obligation to indemnify COUNTY is
                   contingent upon the COUNTY giving prompt notice to CONTRACTOR of any
                   claims, permitting CONTRACTOR to defend, compromise, or settle any claim,
                   and cooperating with the defense of any such claims.

     18.0   TAXES. COUNTY shall not be responsible for paying any taxes on CONTRACTOR’S
            behalf, and should COUNTY be required to do so by state, federal, or local taxing
            agencies, CONTRACTOR agrees to promptly reimburse COUNTY for the full value of
            such paid taxes plus interest and penalty, if any. These taxes shall include, but not be
            limited to, the following: FICA (Social Security), unemployment insurance
            contributions, income tax, disability insurance, and workers’ compensation insurance.

     19.0   NONDISCRIMINATON. During and in relation to the performance of this Agreement,
            Contractor agrees as follows:



                                                  6 of 10
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                                                                                            0387

A.   The CONTRACTOR shall not discriminate against any employee or applicant
     for employment because of race, color, religion, national origin, ancestry,
     physical or mental disability, medical condition (cancer related), marital status,
     sexual orientation, age (over 1S), veteran status, gender, pregnancy, or any other
     non-merit factor unrelated to job duties. Such action shall include, but not be
     limited to, the following: recruitment; advertising, layoff or termination; rates of
     pay or other forms of compensation; and selection for training (including
     apprenticeship), employment, upgrading, demotion, or transfer. The
     CONTRACTOR agrees to post in conspicuous places, available to employees
     and applicants for employment, notice setting forth the provisions of this non-
     discrimination clause.

B.   If this Agreement provides compensation in excess of $50,000 to
     CONTRACTOR and if CONTRACTOR employs fifteen (15) or more
     employees, the following requirements shall apply:

     (1)     The CONTRACTOR shall, in all solicitations or advertisements for
             employees placed by or on behalf of the CONTRACTOR, state that all
             qualified applicants will receive consideration for employment without
             regard to race, color, religion, national origin, ancestry, physical or
             mental disability, medial condition (cancer related), marital status,
             sexual orientation, age (over 1S), veteran status, gender, pregnancy, or
             any other non-merit factor unrelated to job duties. Such action shall
             include, but not be limited to the following: recruitment; advertising,
             layoff or termination; rates of pay or other forms of compensation; and
             selection for training (including apprenticeship), employment,
             upgrading, demotion, or transfer. In addition, the CONTRACTOR shall
             make a good faith effort to consider Minority/Women/Disabled Owned
             Business Enterprises in CONTRACTOR’S solicitation of goods and
             services, Definitions for Minority/Women/Disabled Business
             Enterprises are available from the COUNTY General Services
             Purchasing Division.

     (2)      The CONTRACTOR shall furnish COUNTY Affirmative Action Office
              information and reports in the prescribed reporting format (PER 40 12)
              identifying the sex, race, physical or mental disability, and job
              classification of its employees and the names, dates and methods of
              advertisement and direct solicitation efforts made to subcontract with
              Minority/Women/Disabled Business Enterprises.

      (3)     In the event of the CONTRACTOR’S non-compliance with the non-
              discrimination clauses of this Agreement or with any of the said rules,
              regulation, or orders said CONTRACTOR may be declared ineligible for
              further agreements with the COUNTY.

      (4)     The CONTRACTOR shall cause the foregoing provisions of this
              Subparagraph 19B to be inserted in all subcontracts for any work
              covered under this Agreement by a subcontractor compensated more
              than $50,000 and employing more than fifteen (15) employees, provided



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                                                                                                     0388


                      that the foregoing provisions shall not apply to contracts or subcontracts
                      for standard commercial supplies or raw materials.

20.0   CHANGES. The scope and schedule of services and materials provided under this
       Agreement may be changed from time to time by mutual agreement of the COUNTY and
       CONTRACTOR as set out in a written Statement of Work Change Order. When a
       change causes a modification in total costs or the amount of time needed to complete
       such change, an equitable adjustment shall be made to the Payment Schedule and Project
       Plan, as applicable. Current CONTRACTOR rates are identified in Exhibit B.


21.0   MISCELLANEOUS PROVISIONS

       21.1    Severability. In the event any one or more of the provisions of this Agreement
               is for any reason held to be invalid, illegal or unenforceable, the remaining
               provisions of this Agreement shall be unimpaired, and the invalid, illegal or
               unenforceable provision shall be replaced by a mutually acceptable provision
               which comes closest to the intention of the parties underlying the illegal, invalid
               or unenforceable provision.

       21.2    Parties Bound. This Agreement shall be binding upon the parties hereto, their
               successors, heirs, devisees, assigns, legal representatives, executors and
               administrators. Neither CONTRACTOR nor COUNTY shall assign any of its
               rights or transfer any of its obligations under this agreement without prior
               written consent of the other party, nor shall either party’s consent be
               unreasonably withheld.

       21.3    COUNTY General Obligations. As required, COUNTY agrees to provide
               CONTRACTOR with appropriate access to their facilities, personnel, data
               systems, and other resources. COUNTY acknowledges that the implementation
               is a cooperative effort and that COUNTY must complete its designated tasks in
               timely manner in order for CONTRACTOR to proceed with and complete the
               Services.

       21.4    Records, Audit and Review. CONTRACTOR shall keep such business records
               pursuant to this Agreement as would be kept by a reasonably prudent practitioner
               of CONTRACTOR’S profession and shall maintain such records for at least five
               ( 5 ) years following the termination of this Agreement. All accounting records
               shall be kept in accordance with generally accepted accounting practices.
               COUNTY Auditor-Controller or Auditor General of the State of California shall
               have the right to audit and review all such documents and records at any time
               during CONTRACTOR’S regular business hours or upon reasonable notice.

       21.5    Nonexclusive. CONTRACTOR understands that this is not an exclusive
               Agreement and that COUNTY shall have the right to negotiate with and enter
               into contracts with others providing the same or similar services as those
               provided by CONTRACTOR as the COUNTY desires. Services provided by
               other vendors that touch the Hansen Software or data model will require the
               execution of a Non-disclosure Agreement by said Vendor.



                                             8 of 10
                                                                                           0389



21.6   Precedence. I the event of conflict between the provisions contained in the
                      n
       numbered sections of this Agreement and the provisions contained in the
       Exhibits, the provisions of the Exhibits shall prevail over those in the numbered
       sections.

21.7   Presentation of Claims. Presentation and processing of any or all claims
       arising out of or related to this Agreement shall be made in accordance with the
       provisions contained in Chapter 1.05 of the Santa Cruz County Code, which by
       this reference is incorporated herein.

21.8   Final Agreement. This Agreement constitutes the complete, final and exclusive
       expression of the parties’ agreement regarding Professional Services, and it
       supersedes all proposals and other communications made between the parties
       concerning the subject matter hereof. This Agreement cannot be modified
       except by written agreement signed by all the parties hereto.

21.9   Authority To Enter Into Agreement. The undersigned hereby represent and
       warrant that they are duly authorized to sign and enter into this Professional
       Services Agreement on behalf of their respective parties.


Exhibits. This agreeement includes the following exhibits incorporated herein by
reference:

        Exhibit A.      Contractor’s Statement of Work
        Exhibit B.      Contractor’s Professional Service Rates 2002-2003
        Exhibit C.      County Standard Insurance Provisions
        Exhibit D.      Sample Project Plan
        Exhibit E.      Limited Software License Agreement
        Exhibit F.      Service and Maintenance Agreement
        Exhibit G.      Hansen Software License and Professional Services Cost
        Exhibit H.      Federal Register: General Services Administration Federal
                        Travel Regulation
        Exhibit 1-1.    Flexsafe Software Escrow Agreement
        Exhibit 1-2.    Flexsafe Beneficiary Enrollment
        Exhibit J.      Hansen Response to the County RFP




                                     9 of 10
                                                                                            89
                                                                                        0390



IN WITNESS WHEREOF, and intending to be legally bound, the parties hereto have caused
this Agreement to be executed by their duly authorized representatives.




                  I
                        -                   County of Santa Cruz, California

                                            By:

                                            Name: Alvin James

Title:      CO     0                        Title:   Director, Planning Department

Date:    \[/ \\   -   63                    Date:


                                            Approved as to Insurance     ,

                                            By:
                                                     Risk Management            <\


                                            Approved as to form
                                                     P-    -   n-71       ,a




                                         10 of 10
                                                                                                                    0391
                                                         Exhibit A

                       CONTRACTOR'S STATEMENT OF WORK (Professional Services)


SECTION 1:       Purpose

       Introduction
       The purpose of this document is to outline the essential steps required by CONTRACTOR and COUNTY to
       successfully implement the HANSEN application system. This document describes the major steps in the process, the
       purpose and the responsibilities of the CONTRACTOR and COUNTY for each element. Also included is a project plan,
       which details these steps, sets out staffing estimates and timelines for the duration of the joint program which is
       targeting a live date of Fall 2003, including both a pre- and post-implementationstage.

       Objective
       CONTRACTORS objective is to provide the technical support and services, advice and training to ensure a successful
       installation and implementation of the HANSEN application system at the COUNTY'S three locations. The end goal is
       for the COUNTY to be fully conversant with the application and capable of performing all system administration tasks
       including ad hoc report design and document development, security support, system backup, and basic database
       administration. Ongoing technical support and assistance will be provided by CONTRACTOR as part of a separate
       annual maintenance agreement.


SECTION 2:       Deliverables

        HANSEN System
        The CONTRACTOR will deliver to the COUNTY the following HANSEN items:

                  1.  ConstructionlPlanning Use Module for 76 concurrent users
                  2.  Code Enforcement Module for 25 concurrent users
                  3.  Customer Service Module (with Code Enforcement)
                  4.  Cashiering Module for 2 concurrent users
                  5.  Custom Tab Editor (with ConstructionlPlanninglUseand Code Enforcement)
                  6.  Formula Editor (with ConstructionlPlanninglUseand Code Enforcement)
                  7.  OLE Container
                  8.  GIS Viewer for 10 concurrent users
                  9.  Crystal Reports 8.5 for 1 user
                  IO. Entity Relationship Diagram or other database documentation that will assist COUNTY to access data
                      from the database.
                  11. Menu Editor (unlimited use)

        Licensing of the above HANSEN software modules is granted under separate licensing agreement.


        Enhancements to the HANSEN Software
        The CONTRACTOR will implement the following enhancements:

                  Provide APN lookup on Cash Register form.

        The cost for the above items is included in the contract price.




                                                         A- 1
                                                                                                                         0392

     Customized Interfaces
     The CONTRACTOR will deliver to the COUNTY the following customized interfaces:
                                                       EstimkelNot to Exceed
             12. Parcel information                    $20,0001 $26,000
                  (Parcel Information, renumbers,
                  combinations and splits. Land Use Codes.)
             13. GIS Tabular Data Refresh              $ 11,100/ $ 14,430

     The customized interfaces are billed at the Professional Services hourly rate as set forth in Exhibit B. Each of the
     interfaces is shown above with an estimated cost and with a not-to-exceed maximum. Estimated total is $31,100.
     Total maximum cost for the above interface items is $40,430.

     Database Conversion and Load
     The CONTRACTOR will deliver to the COUNTY the following data base conversion:

               14. Data migration and conversion of data currently held in the Automated Land Use System (ALUS).

     The data conversion is billed at the Professional Services time and materials rate with a not-to exceed cap of $30,000.

     Project Management and Installation Services
     The CONTRACTOR will deliver to the COUNTY various services as described in this Exhibit

               Services Billed at the Professional Services Daily Rate (or part thereof)
                                                           Not to Exceed
                                                           $ 198,000
               15. Project Management and Implementation Services (90 days)
                    Training (42 days)
               If work is not completed within the number days stated, COUNTY and CONTRACTOR may agree to contract
               for additional services.

               Fixed Prices Services
               16. Software Setup and Configuration               $   7,500

     The total estimated cost for project management and installation services is $205,500. Hansen will provide progress
     reports showing project percentage complete related to service costs to measure project efficiency. These reports
     shall be provided by CONTRACTOR monthly.

     Travel and Living Expenses
     Travel and Living Expenses are billed at actual cost. COUNTY does not pay for travel time.
                                                            Not to Exceed
               17. Travel and Living Expenses               $ 20,000

     CONTRACTOR will follow COUNTY standard per diem rates as offered in Exhibit H. Expenses above the County
     standard will not be granted unless pre-approved by COUNTY.

      SUMMARY of Professional Services and Cost

                                        Deliverables                           Maximum Costs
                    Enhancements                                                        Included
                I   Customized Interfaces                             I                $ 40,430    I
                    Database Conversion                                                $ 30,000
                    Proiect Manaaement and Installation Sewices                        $205.500
                I   Travel ExDenses                                   1   ~~           $ 20.000    I
                1   PROFESSIONAL SERVICES TOTAL                       I               $295,930     I

89                                                          A-2
                                                                                                                          0393

SECTION 3:         Installation Process for HANSEN Application GENERAL-
The following steps outline the installation process for HANSEN. Once the pre-implementation process is complete,
CONTRACTOR will provide a project plan and checklist for installation, for COUNTY'S approval, which shall not be unreasonably
withheld.

         Project Initiation
         The project will begin with a formal kickoff meeting led by the Hansen Project Manager. The purpose of the meeting is
         to review the project scope, discuss project control and methodology and discuss roles and responsibilities.

          Installing SQL Server
          SQL Server will be installed on site by the COUNTY'S technician.

          Installing HANSEN
          Once SQL Server is installed on the database server, CONTRACTOR will create a development database. The
          HANSEN software will be installed on the server and configured by the CONTRACTOR in co-operation with technical
          staff from the COUNTY on a predetermined set of personal computers for use by the core system implementation
          team. This process will be performed on site by CONTRACTOR who will also train COUNTY'S staff in this procedure.
          COUNTY'S staff will load the remainder of the user workstations with the HANSEN software. CONTRACTOR will
          create in co-operation with technical staff from the COUNTY a total of three instances of the database to isolate
          development from the training and production databases.

          Data Conversion Process
          The data conversion process for COUNTY will be broken down in several steps that will allow the conversion process
          to be monitored and performed accurately, and is described below. CONTRACTOR will perform this work with
          necessary assistance from COUNTY staff. Steps are taken to identify inconsistencies and to cleanup the data prior to
          and during conversion.

                    0    Obtain Data Dictionary of current system - CONTRACTOWCOUNTY

                    a    Map fields from current system t o new system - CONTRACTOWCOUNTY

                    a                                                     -
                         Create Data Conversion Control Document CONTRACTOR

                    a    Review and Approve Data Conversion Control Document COUNTY -
                         Extract data from current system to be loaded on t o an SQL Server database- COUNTY

                    a                                             -
                         Create and run data exception reports CONTRACTOR

                    a                                                                   -
                         Review exception reports and correct data in current system COUNTY

                    a                                -
                         Perform a test conversion CONTRACTOR

                    0    Review results of the conversion - CONTRACTOWCOUNTY

                    0    Repeat above extract through conversion steps until data mapping and conversion is
                         acceptable - CONTRACTOWCOUNTY

                    0                                -
                         Perform final data extract COUNTY

                    0                                    -
                         Perform final data conversion CONTRACTOR




                                                          A-3
                                                                                                                      0394



       Configuring System and Code Table Building

        During system configuration, business processes will be identified and translated into formulas and processes by
        COUNTY using CONTRACTOR methodology and set-up tools and at the direction of the CONTRACTOR Project
        Manager. As part of the system installation, code tables will be populated to reflect the exact requirements of
        COUNTY.

        The COUNTY will be responsible for creating a document listing all additional relevant codes and their descriptions.
        This document will be used by the COUNTY to populate the appropriate HANSEN tables in the testing environment.
        The task will be performed by the COUNTY'S Implementation Team in the testing environment, with assistance from
        the CONTRACTOR'S staff to make code-related decisions.

        Once all codes are properly defined, the CONTRACTOR will copy the testing database values to other instances of the
        COUNTY'Sproduction database.

        Staff Members and System Security
        The COUNTY will be responsible for assigning security privileges to all COUNTY Staff Members, including:

                             identifying all staff members
                             associating all staff members with a job description or organizational role
                             associating HANSEN screen access (queryhpdate) with job descriptions

        CONTRACTOR'S Project Manager
        The CONTRACTOR'S Project Manager for the COUNTY program will be responsible for planning, organizing and
        controlling the installation of the HANSEN application.

                  Planning
                  The CONTRACTORS Project Manager will ensure that all aspects of the process are considered, prioritized
                  and arranged, to provide a logical framework in which to perform the project.

                  Organizing
                  The CONTRACTORS Project Manager will ensure that appropriate resources are available, at the time and
                  manner required to carry out the plan.

                  Reporting
                  The CONTRACTOR'S Project Manager will be required to provide weekly progress reports to
                  CONTRACTOR and COUNTY on status of the project and identifying any variance from plan along with
                  recommendations to correct or adjust.


 SECTION 4:       Training

         Overview
         The training program will be determined during the system development and configuration stage of work. Training is
         directed to functional area of responsibility. The CONTRACTOR will guide the creation of training materials
         customized to COUNTY processes.

         To assist with the implementation of HANSEN, an implementation team made up of designated analysts, system
         administrators, supervisors, etc. will be trained in advance of the general user population. These individuals will be
         responsible for creating documents and reports, assisting with the data conversion process, assisting with the system
         configuration (translating business rules into HANSEN formulas and processes), learning how to code and document
         database triggers and otherwise assisting in the installation and set-up of HANSEN.




                                                          A-4
89
                                                                                                                                           0395


      Training will include the training of all the end users before the HANSEN system goes live. The County may elect to
      replace some of the training days with COUNTY trainers following a "train-the-trainer" approach, whereby the
      CONTRACTOR will train selected County staff to act as trainers for specific classes.

      Training Curriculum
      CONTRACTOR will provide up to 42 days of training to COUNTY. Typical curriculum includes:

                Core lmplementation Team (8 days)
                            System Setup for Land Management (2 days)
                            Application Type Setup (3 days)
                            Workbench for Land Management (1 day)
                            Formula Editor for Fees (1 day)
                            Code Enforcement Type Setup (1 day)

                Reporting (2 days)
                             Developing Standard Reports (112 day)
                             Hansen Data Structure (112 day)
                             Developing Custom Reports (1 day)

                End-User (1 'h days)
                              Developing Custom Reports (1 day)
                              Beginning Concepts (112 day)
                              Land Management Overview (112 day)
                              Other functional course (e.g. Application Review, Front Desk or Land Management for
                              Inspectors) (112 day)

       Training Plan Overview

       The Training Plan is designed to train Santa Cruz County users by providing up to 42 days of training. The following
       overview summarizes the training concept.



                                                                              Max Number of        Number of Times
                                             Training             to be                                                     Total
                        Group                                                  Students per       the set of Classes
                                            DayslGroup       Trained                                                       Billable Days
                                                                                  Class                is Taught
             Core Implementation
                                                8                  8               10                     1                     8
             Team                       I                I                I                   I                        I

             Reporting                          2              15                  10                     2                     4

             End User                          1 1/2           200                 10                    20                     30
                                        I                I                I                   I                        I
                                Total   I                                                                              I        42




SECTION 5:       Summary Roles and Responsibilities

       Overview
       The purpose of this section is to provide an overview of the tasks identified and assigned in the Sample Project Plan
       Gantt Chart included as Exhibit D, which describes the HANSEN installation plan.




                                                             A-5
                                                                                                                                            99
                                                                                                      0396
CONTRACTOR Responsibilities

   Project Planning and Coordination
        CONTRACTOR will prepare the detailed project plan with cooperation of the COUNTY.

    Data Conversion
        CONTRACTOR will map fields from current system to HANSEN; using COUNTY provided documentation
        and diagrams.
        CONTRACTOR will perform Test Conversion and create Data Exception Reports.
        CONTRACTOR will run additional conversion with Data Exception Reports.
        CONTRACTOR will perform final Data Conversion.

    Pre-installation
         CONTRACTOR will review and approve COUNTY'S proposed hardware configuration.
         CONTRACTOR will calculate preliminary total database size based on COUNTY provided transaction
         volumes.
         CONTRACTOR will revise record count estimates.
         CONTRACTOR will revise Production Database Size Estimate.
         CONTRACTOR will create development, testing and training database instances.
         CONTRACTOR will create HANSEN objects and system setup code tables.
         CONTRACTOR will adjust site-specific system tables and enroll users in training database.
         CONTRACTOR will provide general and system administrator training.

    System Configuration
        CONTRACTOR will provide process methodology for documenting business rules.
        CONTRACTOR will provide process for translating business rules to system configuration.

    Custom In terfaces
        CONTRACTOR will provide technical specification of the interface based on discussion with County.
        CONTRACTOR will build interfaces.
        CONTRACTOR will install interfaces at County.

    Pre-production
        CONTRACTOR will assist COUNTY in creating and testing backup procedures.
        CONTRACTOR will assist COUNTY in loading software on all users Workstations.

     Production Database Preparation
         CONTRACTOR will finalize database sizing.
         CONTRACTOR will create production database instance.
         CONTRACTOR will create tables for HANSEN applications.
         CONTRACTOR will import system code tables from training database.
         CONTRACTOR will assist COUNTY in creating user accounts.
     rn  CONTRACTOR will import security roles from training database.
         CONTRACTOR will perform production database conversion.

     Post-Production
         CONTRACTOR will provide COUNTY with onsite assistance during Go Live period.
         CONTRACTOR will perform necessary post-production activities to ensure that system meets critical
         functional requirements of COUNTY.




                                             A-6
                                                                                                             0397
COUNTY Responsibilities

    Data Conversion
    0    COUNTY will extract data from current land use management system and provide the extracted data in a
         format mutually agreeable to COUNTY and CONTRACTOR.
    0    COUNTY will provide CONTRACTOR with documentation and diagrams, including but not limited to, Data
         Dictionary, file relationship diagrams and table and flat file record format.
         COUNTY will review current system to identify fields that are an anomaly and used for other than the field’s
         initial purpose, to assist CONTRACTOR to map fields to the appropriate field in HANSEN.
    0    COUNTY will review the preliminary Data Exception Report and correct data in current system.
    0    COUNTY will review the Data Exception Reports from the test conversion and correct data.
    0     COUNTY will review the Data Exception Reports from the second Data Extract and correct data. It is
          understood that the COUNTY may not be able to correct all data. COUNTY and CONTRACTOR will
          establish method of identifying data that was uncorrectable.

    Pre-hstallation
    0    COUNTY will order hardware.
    0    COUNTY will install SQL Server.
    0    COUNTY will define access security requirements.
    0    COUNTY will assist CONTRACTOR in defining system availability requirements.
         COUNTY will assist CONTRACTOR in defining Backup Strategy.

    Sys tem Configuration
    0    COUNTY will provide business process flow charts.
    0    COUNTY will define business rules in each functional area.
    0    COUNTY will configure system with business rules with guidance of CONTRACTOR.

    Custom Interfaces
    0   COUNTY will provide written notification to proceed with custom programming for specific interfaces.
        COUNTY will provide Contractor with definition of interface requirement.
    0   COUNTY will review and provide approval of technical specification.
    0   COUNTY will test the custom programming in the County environment and upon successful test, provide
        written acceptance of interface.

    Pre-production
    0    COUNTY will create remaining high priority Documents and Reports before production date. The balance
         can be created as needed.
         COUNTY will create other high priority ad hoc reports prior to production. The remaining reports can be
         created as needed.
         COUNTY will add to the basic code tables provided by the CONTRACTOR.

     Post-Production
     0    COUNTY will perform an “image” backup of the operating system following any upgrade to the Windows
          2000 operating system.




                                               A-7
                                                                                                                89
                                                                                                                                    0398
SECTION 6:      Environment and Configuration

       Hardware and Network Environment

                 Database Server Hardware
                 CONTRACTOR reviewed the Server configuration described below. This Configuration Will provide the
                 desired level of performance and growth for the COUNTY based on the Load Requirements described below.
                  I        I                                               I                                                    I
                                                   Component                                       Description

                      '            Model, Processor, Memory
                                                                               NetFinity x Series, Pentium 4 , 2 GHz, 512 MB,
                                                                               Rack-mounted

                      1            Processor                                   Pentium 4 , 2 GHz

                      1            Disk Controller with 2 channels             ServeRAlD 4Mx

                      1            Additional power                            250W redundant power supply


                      3            Hard Disk Drive                             72 GB Ultra 160 SCSl Hot-swap SL HDD


                      3            Memorv                                      256 MB 133 MHz SDRAM

                       1           Hard Disk Drive                             72 GB Hot Swap


                 Load Requirements

                 The system storage requirements for the anticipated system loads are described below.


                                    Category                                        1     Storage (Gbytes)
                                    Database Files (Data)                                          3-5
                               I    Database Files (Index)
                                               ~   ~~~   ~~~~~~~
                                                                                    I              .5            I
                                    Database Files (Journal)                                       .5

                                    Archive Files                                                  3-5

                               1 Development                                        I              3-5           I
                                    Training                                                       3-5
                                    Total                                                       13-21


                  The above table does not include the operating system disk requirements and additional RAID-X storage
                  requirements.


 SECTION 7:       Project Schedule

         The first production "Go Live" target is fall of 2003. A detailed project plan will be prepared by CONTRACTOR'S
         Project Manager at the inception of the project. A sample project plan is included as Exhibit D.




                                                                     A-8
                                                                                                    0399
                                         EXHIBIT B


           Contractor’s Professional Service Rates 2002-2003’



                  Service                                Rate per Day

                  Project Managers                          $ 1,500

                  Conversion Technician                     $ 1,200

                  Interface Technician                      $ 1,500 ($187.50/hour)

                   Training Services                        $ 1,500




                   (A training day consists of two training sessions   ~   morning and afternoon)




‘ These rates are exclusive of travel and living expenses which are billed at cost.

                                                  B- 1
                                                                                                          0400

                                               EXHIBIT C

                                County Standard Insurance Provision



     INSURANCE.

     Contractor, at is sole cost and expense, for the full term of this Agreement (and any extensions
     thereof), shall obtain and maintain at minimum compliance with all of the following insurance
     coverage(s) and requirements. Such insurance coverage shall be primary coverage as respects
     COUNTY and any insurance of self-insurance maintained by COUNTRY shall be excess of
     CONTRACTOR’S insurance coverage and shall not contribute to it.

     If CONTRACTOR utilizes one or more subcontractors in the performance of this Agreement,
     CONTRACTOR shall obtain and maintain Independent Contractor’s Insurance as to each
     subcontractor or otherwise provide evidence of insurance coverage from each subcontractor
     equivalent to that required of CONTRACTOR in this Agreement, unless CONTRACTOR and
     COUNTRY both initial here        /   .

             A.      Types of Insurance and Minimum Limits

                      (1)     Worker’s Compensation in the minimum statutorily required coverage
                              amounts. This insurance coverage shall not be required if the
                              CONTRACTOR has no employees and certifies to this fact by initialing
                                   .
                              here -

                              Automobile Liability Insurance for each of CONTRACTOR’S
                              vehicles used in the performance of this Agreement, including owned,
                              non-owned (e.g. owned by CONTRACTOR’S employees), leased or
                              hired vehicles, in the minimum amount of $500,000 combined single
                              limit per occurrence for bodily injury and property damage. This
                              insurance coverage shall not be required if vehicle used by the
                              CONTRACTOR is not a material part of performance of this Agreement
                              and CONTRACTOR and COUNTY both certify to this fact by initialing
                              here     I    .
                      (3)     Comprehensive or Commercial General Liability Insurance
                              coverage in the minimum amount of $1,000,000 combined single limit,
                              including coverage for: (a) bodily injury, (b) personal injury, (c) broad
                              form property damage, (d) contractual liability, and (e) cross-liability.

                      (4)     Professional Liability Insurance in the minimum amount of $
                              combined single limit, if, and only if, this Subparagraph is initialed by
                              CONTRACTOR and COUNTY                 I     .




89                                                   c- 1
B.   Other Insurance Provisions

     (1)    If any insurance coverage required in this Agreement is provided on a
            “Claims Made” rather than “Occurrence” form, CONTRACTOR agrees
            to maintain the required coverage for a period of three (3) years after the
            expiration of this Agreement (hereinafter “post agreement coverage”)
            and any extensions thereof. CONTRACTOR may maintain the required
            post agreement coverage by renewal or purchase of prior acts of tail
            coverage. This provision is contingent upon post agreement coverage
            being both available and reasonably affordable in relation to the
            coverage provided during the term of this Agreement. For purposes of
            interpreting this requirement, a cost not exceeding 100% of the last
            annual policy premium during the term of this Agreement in order to
            purchase prior acts or tail coverage for post agreement coverage shall be
             deemed to be reasonable.

     (2)    All required Automobile and Comprehensive or Commercial General
            Liability Insurance shall be endorsed to contain the following clause:

                    “The County of Santa Cmz, its officials, employees, agents and
                    volunteers are added as an additional insured as respects the
                    operations and activities of, or on behalf of, the name insured
                    performed under Agreement with the County of Santa Cruz.”

     (3)    All required insurance policies shall be endorsed to contain the
            following clause:

                     “This insurance shall not be canceled until after thirty (30) days
                     prior written notice has been sent to:

                             Santa Cruz County
                             General Services Department
                             Attn: Secretary/[File Name]
                             701 Ocean Street, Room 530
                             Santa Cruz, CA 95060”

     (4)    CONTRACTOR agrees to provide its insurance broker(s) with a full
            copy of these insurance provisions and provide COUNTY on or before
            the effective date of this Agreement with Certificates of Insurance for all
            required coverages. All Certificates of Insurance shall be delivered or
            sent to:

                     Santa Cruz County
                     General Services Department
                     Attn: Secretary/[File Name]
                     701 Ocean Street, Room 530
                     Santa Cruz, CA 95060




                                    c-2
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                                                                                                                           I




                                                                                             I
                                                                                                    0405
                                                        Exhibit E


                  Limited Software License Agreement
                                         Between
                             County of Santa Cruz, California
                                           and
                            Hansen Information Technologies Inc.

This Limited Software License Agreement (“Agreement”) is made and entered into on                      by
the County of Santa Cruz, California (“COUNTY”) located at, 70 1 Ocean Street, Santa Cruz, CA 95060, and
HANSEN INFORMATION TECHNOLOGIES INC. ((‘Hansen”) located at 2330 Glendale Lane, Sacramento,
California 95825, on the following terms and conditions:

Hansen owns the rights and possesses the intellectual property to certain computer Software products and related
services from which Hansen derives substantial independent economic value; and Hansen desires to supply
COUNTY with Software licensing and related services under the terms and conditions set forth, and;

COUNTY desires to obtain licensing for the use of the defined computer Software products and access to related
services covered under the Hansen-owned copyrights, trademarks, trade names, patents and intellectual property
rights;

Therefore, in consideration of mutual promises set forth, the parties agree as follows:

1. License Granted. Hansen grants to COUNTY and COUNTY agrees to accept on the following terms and
    conditions a non-exclusive and non-transferable license to use the Software and other associated written
    materials and documentation (referred to separately and collectively as “the Software”). Said Software, and
    the costs therefore, is described on the attached Exhibit A incorporated in and made a part of this Agreement
    and such other Software, documentation or materials as Hansen provides to COUNTY.

2. COUNTY recognizes that Hansen is and shall continue to be the owner of the Software and that the Software
   is not rented, loaned, or sold to COUNTY. All rights not specifically granted in this Agreement are reserved
   to Hansen.

3. The license granted under this Agreement authorizes COUNTY to use the Software subject to the terms and
   restrictions set forth in this Agreement. Neither this license Agreement, the license provided for herein, nor
   the Software may be assigned, sublicensed, or otherwise transferred to any person or entity by COUNTY.

4. Definitions.
    a) Ameement means this Agreement, together with all appendices, exhibits, schedules, attachments, and
       addenda as the same may be amended, modified or supplemented.

    b) Software means the computer programs, in object or executable form, which Hansen offers for license to
       its customers, and related user documentation and source materials. Products covered by this Agreement
       include Hansen’s product library of Microsoft Windows-based clienthewer constructiodplanninghse
       permits, code enforcement and cashier systems including; but not limited to, the software described in
       Exhibit G, attached hereto and made a part hereof, and other associated products and related services as
       may be included in this Agreement or as part of any future addenda. For the purposes of this Agreement,
       the term “products” includes any improvements, enhancements, changes, alterations, modifications, or

                                                         E- 1
                                                                                                     0406

       amendments to the products provided by Hansen.

       Obiect Code means a collection of statements making up a Software program, whether in written form or
       in magnetic or other machine-readable form, and characterized by the fact that, in written form, it consists
       solely of numbers or other symbols and i not intelligible without deciphering or translation.
                                               s

       Source Code means a collection of statements making up a Software program, whether in written form or
       in magnetic or other machine-readable form, and characterized by the fact that it is intelligible in written
       form.

       Source Materials means a computer program’s source code; printed copies (listings) of the source code;
       all related written materials, comments, and documentation; database schemas, and any and all other
       materials used by Hansen in the development, maintenance, and support of the products.

       Price Quote means the listing of Hansen products, services and associated prices to be provided under this
       Agreement, attached with this Agreement as Exhibit G.       .

       Software Tools means a set of auxiliary programs supplied by Hansen to service, maintain or otherwise
       modify the Software.

       Placed into Production means use of the software in a “live” business environment.

5. Term. The license granted by this Agreement is for perpetuity, unless violated by the licensee or otherwise
   canceled by COUNTY. This Agreement shall automatically terminate without notice if COUNTY fails to
   comply with any material provision of this Agreement. For this event, COUNTY shall return to Hansen all of
   the Software, updates, and any whole or partial copies, codes, modifications, and merged portions in any form
   excepting data upon termination or cancellation of this Agreement. The parties hereby agree that all
   provisions which operate to protect the rights of Hansen shall remain in force should breach occur, and shall
   survive the expiration or termination of this Agreement.

6. Payment. Payment shall be made by COUNTY to Hansen in the amount and for the Software stated on
   Exhibit G. Payments shall be made as follows:

        Software
        25 percent of software costs upon contract signing and notice to proceed.
        50 percent of software costs upon successful installation delivery of software at COUNTY.
                For purposes of this paragraph, “successful installation” means installation of software on the
                server and on up to 5 clients who are able to execute data base updates on the server.
        25 percent of software costs upon it being placed into production or upon satisfactory completion of
        acceptance testing, whichever occurs first. The satisfactory completion of acceptance testing will be
        deemed to have occurred upon successful completion of acceptance testing or 45 days following
        production whichever occurs first.

        Hansen will separately invoice for Software, Professional Services, and Service and Maintenance. A
        finance charge of one percent (1%) per month or the highest amount allowed by law, whichever is less,
        will be assessed on all payments that are past due. Any amount outstanding for more than sixty (60) days
        after the date of invoice shall constitute a material breach on the part of COUNTY.

7. Rights Upon Termination. Upon termination of this Agreement, for any reason, COUNTY shall return to
   Hansen the original of the Software, related user documentation, Source Materials and Software Tools, and
   destroy all copies, except those provided for below, in any form made therefrom whether in whole or in part,
   including partial copies or modifications. Within thirty (30) days after termination, COUNTY shall certify to
   Hansen that, through its best efforts and to the best of its knowledge, it has complied with the requirements of

                                                        E-2
                                                                                                      0 407
   this paragraph.

8. Copies. COUNTY shall not copy the Software except as expressly authorized herein; provided that
   COUNTY may make no more than two (2) copies as reasonably necessary for archival and back-up purposes.
   All trademark, copyright and proprietary rights notices must be faithfully reproduced by COUNTY and
   included on such authorized copies. COUNTY, with Hansen’s permission, may copy limited documentation
   for its internal training, management, and process control purposes. Hansen shall not unreasonably deny
   permission for limited copying.

9. Derivative Works and Trade Secrets. COUNTY shall not create or allow any other person or entity to
   create any derivative work or product based on or derived from the Software, data model or documentation or
   modify any Software, data model, or documentation without the prior written consent of Hansen. In the event
   of a breach of this provision (and without limiting Hansen’s remedies) said modification, derivative work or
   product based on the Software or documentation is hereby deemed assigned to Hansen. COUNTY
   acknowledges that the Software and related output (including procedures, printed output, screen displays,
   formats, menus, graphics, audio output, etc.) are trade secrets of, and proprietary to, Hansen. COUNTY
   agrees not to: (i) use any of the Software and related output except in accordance with the terms of this
   Agreement, (ii) disclose any of the Software and related output to any other person, or (iii) allow any other
   person to inspect, use or copy any of the Software and related output. The County may allow citizens to view
   screen on a limited basis to facilitate the transaction of business. This section shall also protect and be
   applicable to these trade secrets even if they are modified or changed by COUNTY.

10 Source Code and Reverse Engineering. This Agreement does not entitle COUNTY to any source code,
   source materials or other confidential information that Hansen elects to withhold. Hansen retains a standard
   Source Code Escrow Agreement with DSI Technology Escrow Services and the COUNTY is participating as
   a beneficiary. This Agreement is attached as Exhibit I. The cost of the Source Code Escrow will be paid by
   COUNTY. COUNTY may participate in the Source Code Escrow Program only if an active Service and
   Maintenance Agreement is in place. COUNTY will not decompile, disassemble or reverse engineer the
   Software or create any derivative work based on or derived from the Software, data model, or documentation.

11 Injunctive Relief. COUNTY acknowledges that any breach by COUNTY of any of the covenants or
   provisions contained in this Agreement will give rise to irreparable injury to Hansen, inadequately
   compensable in damages alone. Accordingly, Hansen may seek and obtain preliminary and permanent
   injunctive relief against the breach or threatened breach of said covenants or provisions. Such relief shall be
   in addition to any other legal or equitable remedies that may be available to Hansen.

 12. Trademarks, Trade Secrets and Intellectual Property.
     a) COUNTY acknowledges and recognizes that the Software; including, but not limited to Object and
        Source Codes, and Source Materials, and all associated intellectual property rights are the property of
        Hansen and that Hansen holds the copyright interests therein, the Programs and Documentation being
        treated as unpublished works. COUNTY also recognizes and acknowledges the trademarks, trade names,
        copyrights, patents, intellectual property and trade secrets of any proprietary software utilized within or in
        connection with the Software. COUNTY and its employees agree to cooperate in good faith to secure and
        preserve Hansen’s right and title to the trademarks, trade names, copyrights, patents, intellectual property
        and trade secrets. COUNTY and its employees understand: (1) that Hansen’s trademarks, trade names,
        copyrights, patents, trade secrets and intellectual property have independent economic value, (2) that the
        independent economic value derives from the fact that Hansen’s information is not generally known to
        the public nor known to Hansen’s competitors or others in the Software field, ( 3 ) that this Agreement to
        maintain Hansen information secrecy is reasonable, and (4)that they owe a duty to Hansen to maintain
        and protect secrecy.

     b)    COUNTY and its employees expressly agree to retain in confidence all information, formula,
          compilations, programs, methods, techniques, processes, ideas and concepts imparted by Hansen

                                                          E-3
                                                                                                     0408
        regarding the trade secrets of Hansen, including but not limited to, Hansen’s data element dictionary, data
        definition language, data model, technical and instructional manuals, documentation, descriptions,
        computer screens, reports, table codes, forms, schema, flow diagrams, instructions and any other
        information provided by Hansen to COUNTY.

        COUNTY agrees to limit its use of any knowledge obtained from Hansen to those activities covered
        under the terms of this Agreement, Specifically, COUNTY and its employ’ees are explicitly prohibited
        from the design, development, or reverse engineering of any product. COUNTY also is explicitly
        prohibited from modifying, changing, customizing, improving, or enhancing Hansen’s products.
        COUNTY is permitted to add data tables, data fields, database triggers and stored procedures upon
        written consent by Hansen. Furthermore, COUNTY understands that any individual characteristic or
        component supplied by Hansen, each of which, by itself, may be in the public domain, but is contained in
        the unified Hansen process, design and operation of its products, represents a unique combination and
        affords a competitive advantage and is a protectable secret.

   d) Hansen’s products are copyrighted by Hansen. Except as provided for herein, COUNTY agrees not to
      remove any copyright notices or confidential or proprietary legends from the Software, incorporated
      products or Software tools without Hansen’s prior written consent. Except as provided for herein, neither
      Hansen nor COUNTY shall use the other’s trademarks or trade names on products or other materials
      without the prior written consent of the other.

   e) COUNTY shall require that the Hansen Software and associated materials be maintained in a manner so
      as to reasonably preclude unauthorized persons from having access thereto. COUNTY shall use
      reasonable efforts to assist Hansen in identifying any unauthorized use, copying, or disclosure of any
      portion of the Hansen Software by any present or former staff member, upon being provided reasonable
      evidence that such unauthorized disclosure, use, or copying may have occurred.

   f)   This License Agreement does not prohibit COUNTY from independently developing programs or
        interfaces in the land use software field for its exclusive use.

13. Confidentiality. Hansen and COUNTY will regard and preserve as confidential all information related to
    each other’s business and their clients that is obtained from any source as a result of this Agreement. Neither
    Hansen nor COUNTY will, without first obtaining the other’s written consent, disclose to any person, firm or
    enterprise any such information, that is not related to the normal business activities involved herein.

14. Support Services. COUNTY agrees to pay Hansen for annual service and maintenance, in the amount and
   in the manner stated in the Service and Maintenance Agreement, Exhibit F. Service and Maintenance is
   required for the first year of licensed use.

15. Other Professional Services and Fees. COUNTY agrees to pay Hansen for Professional Services, in the
    amount and in the manner stated in the Professional Services Agreement to which this Exhibit is attached.

16. Indemnification. Hansen agrees to and does hereby indemnify, defend and hold harmless from liability
    COUNTY against any and all claims that the Software infringes any rights of third parties in patent, copyright
    or trade secrets in the United States and any and all actions arising out of such claims. In the event of any such
    claim or action, Hansen shall have the option to either; 1) modify the Software so as to render it non-
    infringing so long as it continues to conform to the specifications and warranties herein; or 2) procure for
    COUNTY the right to continue using the Software. Any such indemnification under this Section shall be
    contingent upon COUNTY’S 1) promptly notifying Hansen in writing of any claim or action of which
    indemnification is sought; 2) immediately ceasing use of the Software upon notice of any such claim or
    action; and 3) affording to Hansen sole control of the defense or settlement of any such claim or action.

17. Limited Warranty - Software. Hansen warrants that if Software fails to substantially conform to the

                                                         E-4
89
                                                                                              0409


   specifications in the Software documentation, to any other Software specifications in the documentation or
   representations made in Hansen’s Response to the County Request For Proposal attached by reference to this
   Agreement as Exhibit J and the nonconformity is reported in writing by COUNTY to Hansen within 90 days
   from the date the Software is placed into production then Hansen shall, at its option, either correct the
   nonconformity or offer to terminate this Agreement and refund the licensing fees previously paid by
   COUNTY upon return of all copies of the Software and documentation to Hansen. In the event of such a
   refund, the license conveyed by this Agreement shall terminate. This Limited Warranty is solely for the
   benefit of COUNTY. The Warranty period shall commence upon placing the Software into production.

18. Disclaimer of Warranties. HANSEN MAKES NO WARRANTY, REPRESENTATION OR PROMISE
    EXCEPT THOSE EXPRESSLY SET FORTH IN THIS AGREEMENT. HANSEN DISCLAIMS AND
    EXCLUDES ANY AND ALL IMPLIED WARRANTIES OF MERCHANTABLITY, FITNESS FOR A
    PARTICULAR PURPOSE. HANSEN DOES NOT WARRANT THAT THE SOFTWARE OR
    DOCUMENTATION WILL SATISFY COUNTY’S REQUlREMENTS OR THAT THE SOFTWARE OR
    DOCUMENTATION ARE WITHOUT DEFECT OR ERROR OR THAT THE OPERATION OF THE
    SOFTWARE WILL BE UNINTERRUPTED OR ERROR FREE.

19. Limitation on Liability. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE
   AGGREGATE LIABILITY OF HANSEN ARISING FROM OR RELATING TO THIS AGREEMENT,
   THE SOFTWARE, THE DOCUMENTATION, OR PROFESSIONAL SERVICES (REGARDLESS OF
   THE FORM OF ACTION OR CLAIM - E.G. CONTRACT, WARRANTY, TORT, MALPRACTICE,
   AND/OR OTHERWISE) IS LIMITED TO THE TOTAL AMOUNT OF THIS AGREEMENT. HANSEN
   SHALL NOT IN ANY CASE BE LIABLE FOR ANY SPECIAL, INCIDENTAL, CONSEQUENTIAL,
   INDIRECT OR PUNITIVE DAMAGES EVEN IF THEY HAVE BEEN ADVISED OF THE POSSIBILITY
   OF SUCH DAMAGES. HANSEN IS NOT RESPONSIBLE FOR LOST PROFITS OR REVENUE, LOSS
   OF USE OF THE SOFTWARE, LOSS OF DATA, COSTS OF RE-CREATING LOST DATA, OR THE
   COST OF ANY SUBSTITUTE EQUIPMENT OR PROGRAM. THIS PROVISION DOES NOT APPLY TO
   TNDEMNIFICATION CLAIMS SUBJECT TO PARAGRAPH 16.

20. Sole Remedv and Allocation of Risk. COUNTY’S SOLE AND EXCLUSIVE REMEDY AND HANSEN’S
    SOLE AND EXCLUSIVE LIABILITY IS SET FORTH IN THIS AGREEMENT, THIS AGREEMENT
    DEFINES A MUTUALLY AGREED-UPON ALLOCATION OF RISKS AND THE AMOUNT PAYABLE
    TO HANSEN BY COUNTY REFLECTS SUCH ALLOCATION OF RISK.

2 1 . Force Maieure.
      a) Neither party shall be liable for any costs or damages due to nonperformance under this Agreement arising
         out of any cause or event not within the reasonable control of such Party and without its fault or
         negligence.

    b) Each of the Parties hereto agrees to give notice forthwith to the other upon becoming aware of an event of
       Force Majeure such notice to contain details of the circumstances giving rise to the Event of Force
       Majeure.

    c) If a default due to an Event of Force Majeure shall continue for more than three (3) months then the party
       not in default shall be entitled to terminate this Agreement as a result of an Event of Force Majeure.

22. Modification, Amendment, Supplement or Waiver. No modification, amendment, supplement to or
    waiver of this Agreement or any of its provisions shall be binding upon the parties unless made in writing and
    duly signed by authorized representatives of both parties. A failure or delay of either party to this Agreement
    to enforce any of the provisions of this Agreement, or to exercise any option herein provided, or to require
    performance of any of the provisions hereof, shall not be construed as a waiver of such provision of this
    Agreement.


                                                        E-5
                                                                                                              89
                                                                                          0410


23. Severabilitv. In the event any one or more of the provisions of this Agreement is for any reason held to be
    invalid, illegal or unenforceable, the remaining provisions of this Agreement shall be unimpaired, and the
    invalid, illegal or unenforceable provision shall be replaced by a mutually acceptable provision which comes
    closest to the intention of the parties underlying the illegal, invalid or unenforceable provision.

24. Relationships of the Parties. Hansen and COUNTY are independent of each other. This Agreement does
    not and is not intended to create in any way or manner or for any purpose an employee-employer relationship
    or a principal-agent relationship. Neither party is authorized to enter into Agreements for or on behalf of the
    other, to create any obligation or responsibility, express or implied, for or on behalf of the other, to accept
    payment of any obligations due or owed the other, or to accept service of process for the other. Under no
    circumstance or interpretation will this Agreement be construed as a work for hire.

25. Conflict of Interest. Hansen certifies and warrants that neither Hansen, nor any of its agents, representatives
    or employees which will participate in any way in the performance of Hansen’s obligations hereunder has or
    will have any conflict of interest, direct or indirect, with COUNTY.

26. Entirety of Agreement. The terms and conditions of any and all appendices, exhibits, schedules, and
    attachments to this Agreement are incorporated herein by this reference and shall constitute part of this
    Agreement as if fully set forth herein. Article and paragraph headings used herein are for reference purposes
    only and shall not be deemed a part of this Agreement. This Agreement, together will all appendices,
    exhibits, schedules and attachments hereto, the Professional Services Agreement, and the Service and
    Maintenance Agreement, constitute the entire Agreement between the parties and supersedes all previous
    Agreements including promises and representations, whether written or oral, between the parties with respect
    to the subject matter hereof.

27. Counterparts/Facsimiles. This Agreement may be executed in one or more counterparts, each of which
    when executed and delivered shall be deemed to be an original, and all of which shall together constitute one
    and the same instrument. The parties agree that transmission to the other party of this Agreement with
    facsimile signatures shall suffice to bind the party transmitting it in the same manner as if this Agreement
    with such party’s original signature had been delivered. Without limiting the foregoing, each party who
    transmits this Agreement with its facsimile signature covenants to deliver the original thereof to the party as
    soon as possible thereafter.

28. Effect of Conflicting Documents. In the event any conflict between this Agreement and any term or
    condition found within any other document; including, but not limited to a purchase order, a service and
    maintenance agreement, or a similar document pursuant to which COUNTY acquired the license granted by
    this Agreement, the terms and conditions of this Agreement shall control.




                                                         E-6
89
                                                                                                   041 1

The parties, each acting under due and proper authority, have executed this Agreement as of the day, month and
year first above written.



                                                         County of Santa Cmz, California

                                                By:

                                                Name: Alvin James

Title:        c/o0                              Title:   Director, Planning Department

Date:        (I-   II   - ~-2-                  Date:


                                                Approved as to Insurance

                                                By:   < Management
                                                      Risk

                                                Date:   \ 1 -& m z

                                                 APP

                                                 By:




                                                         E-7
                                                                                                           39
                                                                                         041 2


                                           Exhibit F

                        Hansen Information Technologies

                   Service and Maintenance Agreement
 Subject to all terms of this Service and Maintenance Agreement (AGREEMENT), Hansen
 Information Technologies (hereinafter referred to as “HANSEN” and Santa Cruz County,
 California (hereinafter referred to as “CUSTOMER’) agree as follows:


 1.     PRODUCT - This AGREEMENT applies to the product(s) and module(s) licensed to the
        CUSTOMER by HANSEN as agreed to in a separate Software License Agreement
        (including additional software purchases under that Agreement):
        Products: V7.x ConstructiodPlanning and Use, Code Enforcement, Customer Service,
        OLE Container, Menu Editor, Cashiering, and GIS Viewer.
 2.     PRICE - CUSTOMER agrees to pay to HANSEN in advance, an annual fee of $42,300
        for services and maintenance provided in accordance with this AGREEMENT.
 3.     TERM - This AGREEMENT will commence upon CUSTOMER placing any module of
        the Software into production or the date of acceptance, whichever occurs first, and
        continue for one year.
 4.     AUTOMATIC RENEWAL - After the initial term, this AGREEMENT shall
        automatically renew for a one year period if neither party has given the other thirty (30)
        days prior written notice of its desire not to renew at the end of the initial term or any
        extensions thereof. The annual fee shall remain the same as the prior year unless
        CUSTOMER is provided written notice of a price change sixty (60) days prior to the
        expiration of the prior term. Any increase will be limited to 5% above the prior year. The
        annual fee will increase if CUSTOMER purchases additional Software licenses of seats
        or modules. If the price change is unacceptable to CUSTOMER, the AGREEMENT will
        not renew if CUSTOMER so informs HANSEN in writing prior to the end of the current
        term.
 5.     SERVICES - HANSEN will provide the following services to the CUSTOMER during
        the term of this AGREEMENT:
        a)     The CUSTOMER will receive, when available, updates applicable to the
               CUSTOMER’S specific version of HANSEN application software within the
               same operating environment.
        b)     The CUSTOMER will be able to utilize Toll-Free Technical phone support
               through the Help Desk for technical issues relating to the installation and use of
               the licensed software (Hansen Version 7.x). The telephone support will be




89                                              F- 1
                                                                                 041 3
           available Monday through Friday between the hours of 4 a.m. - 5 p.m. Pacific
           Time by dialing (800) 8- HANSEN.
     c)    Distribution of updates to the CUSTOMER'S HANSEN application software to
           resolve any malfunctions or logic problems that have been identified and
           corrected in the application software.
6.   SERVICES NOT COVERED - HANSEN will not provide any additional services to the
     CUSTOMER during the term of this AGREEMENT; including but not limited to:
     a)    HANSEN will not support application software that is running on outdated
           operating systems. Distribution of updates and enhancements, telephone support
           and functional corrections will only be made available for current operating
           systems. The CUSTOMER is responsible for maintaining compliance with the
           "industry standard" version of the relevant operating system. CUSTOMER
           should determine that an upgraded version of a component part of the Hansen
           product (Oracle for example) has been certified prior to installation. HANSEN
           will provide CUSTOMER with at least six (6) months notice of the intention to
           no longer support an operating system.
     b)    HANSEN is not responsible for loss of data due to lack of sufficient backup files.
           The CUSTOMER is responsible for following standard backup procedures to
           insure data integrity.
     c)     Custom programming or the development of specialized routines not associated
            with 5(a), 5(b) and 5(c) are not covered under this AGREEMENT.
     d)     Data conversions and problems associated with data conversions are not covered
            under this AGREEMENT. HANSEN will assist the CUSTOMER through the
            Help Desk for workstation installation only if other workstations are already
            installed and working. The Help Desk will not install or upgrade server software
            or database client software on a "first" machine.
     e)     Any service not covered in paragraph 5 above.


7.   HANSEN SYSTEM DEFECT CLASSIFICATIONS - It is recognized that despite the
     precautions associated with software, defects may be encountered. These defects are
     defined in criticality categories:
     a)     Category I - System failure. Software does not work, data cannot be input,
            reviewed, or revised. The system is inoperable. This failure is due to Hansen's
            software failure, not related to database or system difficulties.
     b)     Category I1 - Key Hansen component failure. One or more Hansen modules or
            functions do not work. In this case core functionality remains, however the system
            is not fully operable. It might not print, for example.
     c)     Category I11 - Minor Hansen failure or defect. A calculation does not properly
            function, printing might not be available for one feature, indexing might not have



                                            F-2
                                                                                        041 4


            full functionality. These generally center on a configuration issue or error. The
            system works and work-arounds may be used.
     d)     Category IV - Defect, A feature or change in Hansen functionality desired by the
            CUSTOMER is not available or needs redesign or a misspelling or incorrect link
            is encountered. Full functionality remains available.


8.   RESPONSE GOALS AND ESCALATION -
     Response goals are based upon the Category and Criticality of the problem.
     a)     Response goals for Category I will be within two hours of initial reporting (during
            Hansen customer service hours). HANSEN will provide standard technical
            telephone support to resolve the problem and will continue response until problem
            resolved.
     b)     Response goals for Category I1 will be within four hours of initial reporting
            (during Hansen customer service hours). HANSEN will provide standard
            technical telephone support to resolve the problem and will continue response
            until the problem is resolved.
     c)     Response goals for Category 111 issues will be within four working hours of initial
            reporting. Normally, defects of this nature are resolved through installation of new
            software or “bug fixes,” or changes in the customized system configuration.
     d)                              V
            Responses for Category I issues will be addressed as enhancement requests and
            minor corrections. These will be distributed in standard software releases and
            upgrades.
     Service Escalation
     In cases where a solution cannot be provided to restore major functionality within six
     working hours after receipt of the initial call (Categories I and II), Hansen will assign its
     technical and programming team to resolve the difficulty. If the difficulty cannot be
     resolved in a timely fashion after the initial call, HANSEN technical personnel may be
     dispatched to the site at HANSEN’S discretion. The CUSTOMER will provide on-site
     technical staff support, access and expertise to assist HANSEN, regardless of the time of
     day or standard work schedule. In all occurrences of Category I and I1 issues, HANSEN
     will endeavor to restore system functionality as soon as possible.
     HANSEN will use electronic delivery of files and software patches where possible, or
     overnight delivery if required. In cases of system failures (Categories I and 11) next flight
     out delivery of media will be made. CUSTOMER will be responsible to take delivery at
     the closest practical airport. COUNTY may elect to use a courier or express service.
     Category I11 issues will be resolved as rapidly as practical provided they degrade system
     performance or significantly decrease functionality. Electronic delivery of new software
     or additional files may be appropriate. In cases where files are too large for satisfactory
     electronic delivery, overnight mail will be used.



                                              F-3
                                                                                041 5


      Category IV issues will be reviewed and resolutions will be distributed through standard
      upgrade and update distributions. Enhancement suggestions should be made in writing
      and sent to the Hansen Help Desk.
      All reports of system problems should be referred to the Hansen Help Desk, 1-800-
      8HANSEN. These calls will be logged into the system and dispatched to the appropriate
      work groups. In the event the Hansen Help Desk cannot be reached through the toll free
      number, the Hansen general number should be used, or e-mail to helpdesk@;hansen.com.
      If satisfaction is not received, the complaint should be directed to the Customer Service
      manager, then to the Account Manager.
9.    ADDITIONAL SERVICES - Services outside the scope of those described in 5(a), 5(b),
      and 5(c) above may be provided on a Time and Materials basis, Flat Fee basis, or may
      require on site work at a negotiated price. The current established hourly rate is $187.50,
      with a minimum of one hour. The hourly rate may change without notice. The additional
      services may include data correction, software upgrades and installations.
10.   LIMITATION ON LIABILITY - THE AGGREGATE LIABILITY OF HANSEN
      ARISING FROM OR RELATING TO THIS AGREEMENT OR THE SOFTWARE, OR
      DOCUMENTATION (REGARDLESS OF THE FORM OF ACTION OR CLAIM - E.G.
      CONTRACT, WARRANTY, TORT, MALPRACTICE, AND/OR OTHERWISE),
      INCLUDING UNDER ANY INDEMNIFICATION PROVISION HEREOF, IS
      LIMITED TO THE TOTAL AMOUNT OF THIS AGREEMENT. HANSEN SHALL
      NOT IN ANY CASE BE LIABLE FOR ANY SPECIAL, INCIDENTAL,
      CONSEQUENTIAL, INDIRECT OR PUNITIVE DAMAGES EVEN IF THEY HAVE
      BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. HANSEN IS NOT
      RESPONSIBLE FOR LOST PROFITS OR REVENUE, LOSS OF USE OF THE
      SOFTWARE, LOSS OF DATA, COSTS OF RE-CREATING LOST DATA, THE COST
      OF ANY SUBSTITUTE EQUIPMENT OR PROGRAM, OR CLAIMS BY ANY
      PARTY OTHER THAN CUSTOMER.
11.   SOLE REMEDY AND ALLOCATION OF RISK -CUSTOMER’S SOLE AND
      EXCLUSIVE REMEDY AND HANSEN’S SOLE AND EXCLUSIVE LIABILITY IS
                N
      SET FORTH I THIS AGREEMENT. THIS AGREEMENT DEFINES A MUTUALLY
      AGREED-UPON ALLOCATION OF RISKS AND THE AMOUNT PAYABLE TO
      HANSEN BY CUSTOMER REFLECTS SUCH ALLOCATION OF RISK.
12.   MODIFICATION, AMENDMENT, SUPPLEMENT OR WAIVER - No modification,
      amendment, supplement to or waiver of this Agreement or any of its provisions shall be
      binding upon the parties unless made in writing and duly signed by authorized
      representatives of both parties. A failure or delay of either party to this Agreement to
      enforce any of the provisions of this Agreement, or to exercise any option herein
      provided, or to require performance of any of the provisions hereof, shall not be construed
      as a waiver of such provision of this Agreement.
13.   SEVERABILITY - In the event any one or more of the provisions of the Agreement is
      for any reason be held to be invalid, illegal or unenforceable, the remaining provisions of




                                               F-4
                                                                                                  39
                                                                                        041 6


         this Agreement shall be unimpaired, and the invalid, illegal or unenforceable provision
         shall be replaced by a mutually acceptable provision which comes closest to the intention
         of the parties underlying the illegal, invalid or unenforceable provision
14.      ENTIRETY OF'AGREEMENT - The terms and conditions of any and all appendices,
         exhibits, schedules, and attachments to this Agreement are incorporated herein by this
         reference and shall constitute part of this Agreement as if fully set forth herein. Article
         and paragraph headings used herein are for reference purposes only and shall not be
         deemed a part of this Agreement. This Agreement, the Professional Services Agreement
         and the License Agreement constitute the entire Agreement between the parties and
         supersedes all previous Agreements including promises and representations, whether
         written or oral, between the parties with respect to the subject matter hereof.
15.      NON-PAYMENT - This agreement may be terminated without additional notice if
         payment is not received within forty-five (45) days of its due date. If CUSTOMER is
         forty-five days or more delinquent on any obligation to HANSEN, HANSEN may
         suspend services provided by this Agreement until CUSTOMER pays it obligation. No
         credit or rehnd will be provided during any period of suspension. Notice will be
         provided to the person designated by the County that payment is due at or about the due
         date.



                                               County of Santa Cruz, California

                                               By:

                                               Name: Alvin James

Title:        c-03                             Title:   Director, Planning Department

Date:     11 - I \ - 0 7                       Date:


                                               Approved as to Insurance

                                               By:


                                                Date:
                                                                Risk Management
                                                                                        0




                                                  F-5
                                                                      Exhibit G                                                             041 7


                                             Hansen Information Technologies Inc.
                                                         Santa Cruz County, CA
                     Hansen Version 7.6 for Planning, Permitting and Code Enforcement
                                              101 Total Seats

                                                                                                     Santa Cruz            Number                Santa Cruz
Product #    SOFTWARE AND LICENSING COSTS                                        List Price            Price                 Seats                 Total
LC-0 1       Constructiofllanning and Use Module                                 114,000.00                  1,500                 76                 114,000
LP-0 1       Code Enforcement Module (Includes CS)                                37,500.00                  1,500                 25                  37,500
             GIS Viewer (10 Pack Price) 1,000 each                                 7,500.00                10 Pack                 10                    7,500
C LE         OLE Container                                                        22,500.00                 15,000        Unlim.                        15,000
CM-0 1       Cashiering                                                           15,000.00                  7,500                  2                   15,000
h [E         Menu Editor                                                          15,000.00                 10,000        Unlim.                        10,000
CRY-01       Report Writer (Crystal Reports)                                                                 1,000                  1                    1,000

               15% Software Discount (on Hansen Software)                                                                                            ($29,850)
            ~~~~~             ~




               SOFTWARE SUBTOTAL                                                   $211,500                                                         $170,150

                                                                                                      Santa Cruz            Number               Santa Cruz
Product #
-              PROFESSIONAL SERVICES & FEES                                                             Price                Davs                  Total
PS-PM          Project Management **                                                                          1,500               90                  135,000
PS-ICT         Software Set-up and Installation                                                                                                         7,500
PS-DCD         Data Conversion (Not to Exceed)                                                                                                         30,000
FS-ICD         System Interface Analysis and Development                                                                                               40,430
               (Not to Exceed)*
F S-01         Onsite Training                                                                                  1,500                42                63,000
               (Per Training Day, 12 students max per class)
               Out of Pocket Expenses                                                                                                                  20,000
               (Estimated, actuals to be billed)
                    PROFESSIONAL SERVICES SUBTOTAL                                                                                                   $295,930




                                                                                                                                            II                   I
                                         ~      ~~~




            I                                         TOTAL IMPLEMENTATION COST                                                                      $466,080



!+MA-CS                                      HANSEN'S ANNUAL SERVICE AND MAINTENANCE                                                        II         $42,3001




                    * Not to Exceed,for scope defined in the Statement o Work
                                                                        f
                    ** Time and Materials only. Hansen believes 90project management days will be sufficient for,full term implementation
1
                                         Exhibit H                            0418
    Federal Register/ Vol. 67, No. l69/Friday, August 30, 2002 /Rules and ReguIations   56163
                                                                                                  0419
             <
I   56164        Federal Register / Vol. 67, No. 169/Friday, August 30, 2002 /Rules and Regulations




            I COLORADO                 I                                I        I            I          1
      I
               I
                                                                                                              0420



          AlTACHMENT A         -   LISTING OF IRS ALLOWED RATES FOR CALIFORNIA INCLUDING HOTEL TAXES
                                             EFFECTIVE DATE: OCTOBER 2002
     Compiled by the Santa Cmz Auditor-Controller on Oct.31, 2002

     PROCEDURE: Because each City and County has the discretion to set their own local hotel
     tax rate, refer to the list below. Determine the County of travel first, then look for the
     particular city name. If your travel is not to an incorporated city, use the unincorporated rate.

     Sources: League of CaLCities-Dean Runyan Assoc 94/95Survey; CSAC 11/95 Survey; 67 Fed.Reg 56160-80 ,8-30-2002
     * = Bold city names with an * represent the County Seat for that County.
     R = Tax rates with an    "RI   indicate the rate has been revised since the 94/95 survey.

                                                                     Hotel        IRS           IRS                   IRS Oct.2002
                                                                      Tax        Room Hotel    Room                  Meal  MAX
        COUNTY                        INCORPORATED                   Rate        Rate-  Tax     Rate                  & IE  PER
         NAME                              cT
                                            IY                         %        Pre-Tax Amt.   W/Tax                 Rate  DIEM
     ALAMEDA                  Unincorporated                           none     118.00    0.00 118.00                42.00  160.00
     ALAMEDA                  Alarneda, City                         10.00%      118.00  11.80 129.80                42.00  171.80
     ALAMEDA                  Albany                                 10.00%      118.00  11.80  129.80               42.00  171.80
     ALAMEDA                  Berkeley - --                          12.00%      118.00  14.16  132.16               42.00  174.16
     ALAMEDA                  Dublin                                  8.00%      118.00   9.44  127.44               42.00  169.44
     ALAMEDA                  Emeryville                             10.00%      118.00  11.80  129.80               42.00  171.80
     ALAMEDA                  Frernont                                8.00%      118.00   9.44  127.44               42.00  169.44
     ALAMEDA                  Hayward                                 6.50%      118.00   7.67  125.67               42.00  167.67
     ALAMEDA                  Livermore                               8.00%      118.00   9.44  127.44               42.00  169.44
     ALAMEDA                  Newark                                  7.50%      118.00   8.85  126.85               42.00  168.85
     ALAMEDA                  Oakland*                               11.00%      118.00  12.98 130.98                42.00  172.98
     ALAMEDA                  Piedmont                                 none      118.00   0.00  118.00               42.00  160.00
     ALAMEDA                  Pleasanton                              8.00%      118.00   9.44  127.44               42.00  169.44
     ALAMEDA                  San Leandro                            10.00%      118.00  11.80 129.80                42.00  171.80
     ALAMEDA
          P
                              Union City                              6.50%      118.00   7.67  125.67               42.00  167.67

     ALPINE                   Unincorporated/ and                    10.00%       55.00        5.50      60.50       30.00   90.50
     ALPINE        .-         Markleeville*

     AMADOR                   Unincorporated                          6.00%       55.00        3.30      58.30 30.00         88.30
     AMADOR                   Amador, City                             none       55.00        0.00      55.00 30.00         85.00
     AMADOR                   lone                                    8.00%       55.00        4.40      59.40 30.00         89.40
     AMADOR                   Jackson*                                6.00%       55.00        3.30      58.30 30.00         88.30
     AMADOR                   Plymouth                                6.00%       55.00        3.30      58.30 30.00         88.30
     AMADOR                   Sutter Creek                            7.25%       55.00        3.99      58.99 30.00         88.99

     BUTTE CO.                Unincorporated                          6.00%       55.00        3.30      58.30       30.00   88.30
     BUTTE CO.                Biggs                                    none       55.00        0.00      55.00       30.00   85.00
     BUTTE CO.                Chico                                   9.00%       55.00        4.95      59.95       30.00   89.95
     BUTTE CO.                Gridley                                  none       55.00        0.00      55.00       30.00   85.00
     BUTTE CO.                Oroville"                               9.00%       55.00        4.95      59.95       30.00   89.95
     BUTTE CO.                Paradise                                6.00%       55.00        3.30      58.30       30.00   88.30

.c   CALAVERAS                Unincorporated/ and                     6.00%       55.00        3.30      58.30 30.00         88.30
     CALAVERAS                San Andreas*
     CALAVERAS                Angels Camp                             6.00%       55.00        3.30      58.30       30.00   88.30
           I


                                                                                             042 1

                                                         Hotel       I RS              IRS      IRS      Oct.2002
                                                         Tax        Room Hotel        Room      Meal      MAX
         COUNTY             INCORPORATED                 Rate       Rate-  Tax        Rate      & IE       PER
          NAME                   CITY                     %        Pre-Tax Amt.       WRax      Rate      DIEM

      COLUSA         Williams                             8.00%     55.00     4.40     59.40 30.00          89.40

      CONTRA COSTA     Unincorporated                    10.00%      108.00   10.80   118.80    46.00      164.80
      CONTRA COSTA    Antioch                            10.00%      108.00   10.80   118.80    46.00      164.80
      CONTRA COSTA     Brentwood                           none    - 108.00    0.00   108.00    46.00      154.00
      CONTRA COSTA     Clayton                             none      108.00    0.00   108.00    46.00      154.00
      CONTRA COSTA     Concord                           10.00%      108.00   10.80   118.80    46.00      164.80
      CONTRA COSTA     Danville                           6.50%      108.00    7.02   115.02    46.00      161.02
      CONTRA COSTA     El Cerrito                        10.00%      108.00   10.80   118.80    46.00      164.80
      CONTRA COSTA     Hercules                             none     108.00    0.00   108.00    46.00      154.00
      CONTRA COSTA     Lafayette                          8.00%      108.00    8.64   116.64    46.00      162.64
      CONTRA COSTA     Martinez*                         10.00%      108.00   10.80   118.80     46.00     164.80
      CONTRA COSTA     Moraga                               none     108.00    0.00   108.00    46.00      154.00
      CONTRA COSTA     Pinoie                            10.00%      108.00   10.80   118.80     46.00     164.80
      CONTRA COSTA     Pittsburg - -                      8.00%      108.00    8.64   116.64     46.00     162.64
      CONTRA COSTA     Pleasant Hill                     10.00%      108.00   10.80   118.80     46.00     164.80
      CONTRA COSTA     Richmond                          10.00%      108.00   10.80   118.80     46.00     164.80
      CONTRA COSTA     San Pablo                         10.00%      108.00   10.80   118.80     46.00     164.80
      CONTRA COSTA     San Ramon                          7.25%      108.00    7.83   115.83     46.00     161.83
      CONTRA COSTA     Walnut Creek                       8.50%      108.00    9.18   117.18     46.00     163.18
      DEL NORTE        Unincorporated                     a.oo%     55.00      4.40    59.40     30.00      89.40
      DEL NORTE        Crescent City*                    10.00%   55.00        5.50    60.50     30.00      90.50
      EL DORADO        Unincorporated         6/14/31    10.00%   97.00        9.70   106.70     46.00     152.70
      EL DORADO      , Unincorporated        9/1-5131    10.00%   84.00        8.40    92.40     46.00     138.40
      EL DORADO        Placerville*           6/1-8/31   10.00%   97.00        9.70   106.70     46.00     152.70
      EL DORADO        Placerville*           911-5/31   10.00%   84.00        8.40    92.40     46.00     138.40
      EL DORADO      SoLake Tahoe-lO%OldHotel 6/1-8/31   12.50% R 97.00       12.13   109.13     46.00     155.13
      EL DORADO      SoLake Tahoe-lO%OldHotel9/1-5/31    12.50% R 84.00       10.50    94.50     46.00     140.50
      FRESNO . -                                                               5.84    78.84     34.00     112.84
      FRESNO         Clovis                               4.00%     73.00      2.92    75.92     34.00     109.92
      FRESNO         Coalinga                             6.00%     73.00      4.38    77.38     34.00     111.38
      FRESNO         Firebaugh                            4.00%     73.00      2.92    75.92     34.00     109.92
      FRESNO         Fowler                                 none    73.00      0.00    73.00     34.00     107.00
      FRESNO         Fresno, City*                       12.00%     73.00      8.76    81.76   . 34.00     115.76
      FRESNO         Huron                                7.00%     73.00      5.11    78.11     34.00     112.11
      FRESNO         Kerrnan                                none    73.00      0.00    73.00     34.00     107.00
      FRESNO         Kingsburg                            8.00%     73.00      5.84    78.84     34.00     112.84
      FRESNO         Mendota                                none    73.00      0.00    73.00     34.00     107.00
      FRESNO         Orange Cove                            none    73.00      0.00    73.00     34.00     107.00
      FRESNO         Parlier                                none    73.00      0.00    73.00     34.00     107.00
      FRESNO         Reedley                              8.00%     73.00      5.84    78.84     34.00     112.84
      FRESNO         Sanger                               4.00%     73.00      2.92    75.92     34.00     109.92
      FRESNO         San Joaquin                            none    73.00      0.00    73.00     34.00     107.00
      FRESNO         Selma                                6.00%     73.00      4.38    77.38     34.00     111.38
 i
. .


      GLENN          Unincorporated                       5.00%     55.00      2.75    57.75    30.00        87.75
      GLENN          Orland                               8.00%     55.00      4.40    59.40    30.00        89.40
      GLENN          Willows*                             8.00%     55.00      4.40    59.40    30.00        89.40
            f
                                                                            0 422


                                         Hotel       IRS            IRS       IRS     '   Oct.2002
                                         Tax        Room Hotel     Room       Meal         MAX
       COUNTY            INCORPORATED    Rate       Rate-  Tax     Rate       & IE          PER
        NAME                 CITY         %        Pre-Tax Amt.    W/Tax      Rate         DIEM

    HUMBOLDT
    HUMBOLDT    Arcata                   10.00%     55.00   5.50    60.50     30.00          90.50
    HUMBOLDT
    HUMBOLDT    Blue Lake                  none    55.00    0.00    55.00     30.00          85.00
    HUMBOLDT
    HUMBOLDT    Eureka*                   9.00%    55.00    4.95    59.95     30.00          89.95
    HUMBOLDT
    HUMBOLDT    Ferndale                  8.00%    55.00    4.40    59.40     30.00          89.40
    HUMBOLDT
    HUMBOLDT    Fortuna                   8.00%     55.00   4.40    59.40     30.00          89.40
    HUMBOLDT
    HUMBOLDT    Rio Dell                  8.00%     55.00   4.40    59.40     30.00          89.40
    HUMBOLDT
    HUMBOLDT    Trinidad                  8.00%     59.00   4.72    63.72     30.00          93.72
    HUMBOLDT

    IMPERIAL    Unincorporated            8.00%     55.00   4.40    59.40     30.00          89.40
    IMPERIAL    Brawley                   8.00%     55.00   4.40    59.40     30.00          89.40
    IMPERIAL    Calexico                 10.00%     55.00   5.50    60.50     30.00          90.50
    IMPERIAL    Calipatria                8.00%     55.00   4.40    59.40     30.00          89.40
    IMPERIAL    El Centro*               10.00%     55.00   5.50    60.50     30.00          90.50
    IMPERIAL    Holtville                 4.00%     55.00   2.20    57.20     30.00          87.20
    IMPERIAL    Imperial                  8.00%     55.00   4.40    59.40     30.00          89.40
    IMPERIAL    Westmoreland               none     55.00   0.00    55.00     30.00          85.00

    INYO        Unincorporated/ Death     9.00%     60.00   5.40    65.40     46.00         111.40
    INYO        Valley & Independence*
    INYO        Bishop                    9.00%     60.00   5.40    65.40     46.00         111.40

    KERN        Unincorporated           10.00%     68.00   6.80    74.80     42.00         116.80
    KERN        Arvin                       none    68.00   0.00    68.00     42.00         110.00
    KERN        Bakersfield*             12.00%     68.00   8.16    76.16     42.00         118.16
    KERN        California City           6.00%     68.00   4.08    72.08     42.00         114.08
    KERN        Delano                   10.00%     68.00   6.80    74.80     42.00         116.80
    KERN        Maricopa                 10.00%     68.00   6.60    74.80     42.00         116.80
    KERN        McFarland                 6.00%     68.00   4.08    72.08     42.00         114.08
    KERN        Ridgecrest               10.00%     68.00   6.80    74.80     42.00         116.80
    KERN        Shafier                     none    68.00   0.00    68.00     42.00         110.00
    KERN        Taft                      6.00%     68.00   4.08    72.08     42.00         114.08
    KERN        Tehachapi                 8.00%     68.00   5.44    73.44     42.00         115.44
    KERN        Wasco                     6.00%     68.00   4.08    72.08     42.00         114.08

    KINGS       Unincorporated           10.00%     55.00   5.50    60.50     30.00          90.50
    KINGS       Avena1                    6.00%     55.00   3.30    58.30     30.00          88.30
.
r   KINGS       Corcoran                  8.00%     55.00   4.40    59.40     30.00          89.40
    KINGS       Hanford"                  8.00%     55.00   4.40    59.40     30.00          89.40
    KINGS       Lemoore                   8.00%     55.00   4.40    59.40     30.00          89.40
            r                                                              0423


                                              Hotel        IRS            IRS      IRS      Oct.2002
                                              Tax         Room Hotel     Room     Meal       MAX
        COUNTY            INCORPORATED        Rate        Rate-  Tax     Rate     & IE        PER
         NAME                  CITY            %         Pre-Tax Amt.    WlTax    Rate       DIEM

     LAKE           Clearlake -0ctl-May4       9.00%     69.00    6.21    75.21 34.00         109.21
     LAKE                     -
                    Lakeport* May5-Sep3O      10.00%     85.00    8.50    93.50 34.00         127.50
     LAKE                     -
                    Lakeport* O c t l -May4   10.00%     69.00    6.90    75.90 34.00         109.90


     LASSEN         Unincorporated             6.00% R 55.00      3.30    58.30 30.00          88.30
     LASSEN         Susanville*                8.00%   55.00      4.40    59.40 30.00          89.40

     LOS ANGELES    Unincorporated            14.00% R   99.00   13.86   112.86   50.00       162.86
     LOS ANGELES    Agoura Hills               8.00%     99.00    7.92   106.92   50.00       156.92
     LOS ANGELES    Alhambra                  12.00%     99.00   11.88   110.88   50.00       160.88
     LOS ANGELES    Arcadia                   10.00%     99.00    9.90   108.90   50.00       158.90
     LOS ANGELES    Artesia                    6.00%     99.00    5.94   104.94   50.00       154.94
     LOS ANGELES    Avalon                     9.00%     99.00    8.91   107.91   50.00       157.91
     LOS ANGELES    Azusa       - .-           7.50%     99.00    7.43   106.43   50.00       156.43
     LOS ANGELES    Baldwin Park              10.00%     99.00    9.90   108.90   50.00       158.90
     LOS ANGELES    Bell                       8.00%     99.00    7.92   106.92   50.00       156.92
     LOS ANGELES    Bell Gardens               8.00%     99.00    7.92   106.92   50.00       156.92
     LOS ANGELES    Bellflower                 9.00%     99.00    8.91   107.91   50.00       157.91
     LOS ANGELES    Beverly Hills             14.00%     99.00   13.86   112.86   50.00       162.86
     LOS ANGELES    Bradbury                     none    99.00    0.00    99.00   50.00       149.00
     LOS ANGELES    Burbank                   10.00%     99.00    9.90   108.90   50.00       158.90
     LOS ANGELES    Calabasas                 12.00%     99.00   11.88   110.88   50.00       160.88
     LOS ANGELES    Carson                     9.00%     99.00    8.91   107.91   50.00       157.91
     LOS ANGELES    Cerritos                   6.00%     99.00    5.94   104.94   50.00       154.94
     LOS A'NGELES   Claremont.                10.00%     99.00    9.90   108.90   50.00       158.90
     LOS ANGELES    Commerce                     none    99.00    0.00    99.00   50.00       149.00
     LOS ANGELES    Compton                    7.50%     99.00    7.43   106.43   50.00       156.43
     LOS ANGELES    Covina                    10.00%     99.00    9.90   108.90   50.00       158.90
     LOS ANGELES    Cudahy                     8.00%     99.00    7.92   106.92   50.00       156.92
     LOS ANGELES    Culver City               12.00%     99.00   11.88   110.88   50.00       160.88
     LOS ANGELES    Diamond Bar               10.00%     99.00    9.90   108.90   50.00       158.90
     LOS ANGELES    Downey                     9.00%     99.00    8.91   107.91   50.00       157.91
     LOS ANGELES    Duarte                    10.00%     99.00    9.90   108.90   50.00       158.90
     LOS ANGELES    El Monte                  10.00%     99.00    9.90   108.90   50.00       158.90
     LOS ANGELES    El Segundo                 9.00%     99.00    8.91   107.91     50.00     157.91
     LOS ANGELES    Gardena                    7.00%     99.00    6.93   105.93     50.00     155.93
     LOS ANGELES    Glendale                  10.00%     99.00    9.90   108.90     50.00     158.90
     LOS ANGELES    Glendora                   6.00%     99.00    5.94   104.94     50.00     154.94
     LOS ANGELES    Hawaiian Garden              none    99.00    0.00    99.00   . 50.00     149.00
     LOS ANGELES    Hawthorne                  8.00%     99.00    7.92   106.92     50.00     156.92
     LOS ANGELES    Hermosa Beach             10.00%     99.00    9.90   108.90     50.00     158.90
     LOS ANGELES    Hidden Hills                 none    99.00    0.00    99.00     50.00     149.00
     LOS ANGELES    Huntington Park            5.00%     99.00    4.95   103.95     50.00     153.95
.-
 a
     LOS ANGELES    Industry                   8.00%     99.00    7.92   106.92     50.00      156.92
     LOS ANGELES    Inglewood                 12.00%     99.00   11.88   110.88     50.00      160.88
     LOS ANGELES    Irwindale                    none    99.00    0.00    99.00     50.00      149.00
     LOS ANGELES    La Canada Flintridge         none    99.00    0.00    99.00     50.00      149.00
         r
                                                                          0424

                                             Hotel        IRS               IRS     IRS     Oct.2002
                                             Tax         Room Hotel       Room     Meal      MAX
       COUNTY           INCORPORATED         Rate        Rate-  Tax       Rate     & IE       PER
        NAME                   CITY            %        Pre-Tax Arnt.     W/Tax    Rate      DIEM

    LOS ANGELES   La Verne                      none    99.00     0.00      99.00 50.00       149.00
    LOS ANGELES   Lakewood                    8.00%     99.00     7.92     106.92 50.00       156.92
    LOS ANGELES   Lancaster                   7.00%     99.00     6.93     105.93 50.00       155.93
    LOS ANGELES   Lawndale                    9.00%     99.00     8.91     107.91 50.00       157.91
    LOS ANGELES   Lomita                     10.00%     99.00     9.90     108.90 50.00       158.90
    LOS ANGELES   Long Beach                 12.00%     99.00    11.88     110.88 50.00       160.88
    LOS ANGELES   Los Angeles, City*         14.00%     99.00    13.86     112.86 50.00       162.86
    LOS ANGELES   Lynwood                       none    99.00     0.00      99.00 . 50.00     149.00
    LOS ANGELES   Malibu                     12.00%     99.00    11.88     110.88 50.00       160.88
    LOS ANGELES   Manhatten Beach             8.50%     99.00     8.42     107.42 50.00       157.42
    LOS ANGELES   Maywood                     5 .OO%    99.00     4.95     103.95 50.00       153.95
    LOS ANGELES   Monrovia                   10.00%     99.00     9.90     108.90 50.00       158.90
    LOS ANGELES   Montebello                  8.OO0h    99.00     7.92     106.92 50.00       156.92
    LOS ANGELES   Monterey Park              12.00%     99.00    11.88     110.88 50.00       160.88
    LOS ANGELES   Norwalk - -                10.00%     99.00     9.90     108.90 50.00       158.90
    LOS ANGELES   Palmdale                   10.00%     99.00     9.90     108.90 50.00       158.90
    LOS ANGELES   Palos Verdes Estates          none    99.00     0.00       99.00 50.00      149.00
    LOS ANGELES   Paramount                     none    99.00     0.00       99.00 50.00      149.00
    LOS ANGELES   Pasadena                   11.49%     99.00    11.38     110.38 50.00       160.38
    LOS ANGELES   Pic0 Rivera                10.00%     99.00     9.90     108.90 50.00       158.90
    LOS ANGELES   Pomona                     10.00%     99.00     9.90     108.90 50.00       158.90
    LOS ANGELES   Rancho Palos Verdes        10.00%     99.00     9.90     108.90 50.00       158.90
    LOS ANGELES   Redondo Beach              10.00%     99.00     9.90     108.90 50.00       158.90
    LOS ANGELES   Rolling Hills                 none    99.00     0.00       99.00 50.00      149.00
    LOS ANGELES   Rolling Hills Estate          none    99.00     0.00       99.00 50.00      149.00
    LOS ANGELES   Rosemead                   10.00%     99.00     9.90     108.90 50.00       158.90
    LOS ANGELES   San Dimas                   8.00%     99.00     7.92     106.92 50.00       156.92
    LOS ANGELES   San Fernando                  none    99.00     0.00       99.00 50.00      149.00
    LOS ANGELES   San Gabriel                10.00%     99.00     9.90     108.90 50.00       158.90
    LOS ANGELES   San Marino                     none   99.00     0.00       99.00 50.00      149.00
    LOS ANGELES   Santa Clarita              10.00%     99.00     9.90     108.90 50.00       158.90
    LOS ANGELES   Santa Fe Springs           10.00%     99.00     9.90     108.90 50.00       158.90
    LOS ANGELES   Santa Monica (6/1-9/30)    12.00%     125.00   25.00     140.00 42.00       182.00
    LOS ANGELES   Santa Monica (10/1-5/31)   12.00%     109.00   13.08     122.08 42.00       164.08
    LOS ANGELES   Sierra Madre                   none   99.00     0.00       99.00 50.00      149.00
    LOS ANGELES   Signal Hill                 9.00%     99.00     8.91     107.91 50.00       157.91
    LOS ANGELES   South El Monte              8.25%     99.00     8.17     107.17 50.00       157.17
    LOS ANGELES   South Gate                  8.00%     99.00     7.92     106.92 50.00       156.92
    LOS ANGELES   South Pasadena                 none   99.00     0.00       99.00 50.00      149.00
    LOS ANGELES   Temple City                10.00%      99.00    9.90     108.90 50.00       158.90
    LOS ANGELES   Torrance                     1
                                             I .OO%      99.00   10.89     109.89 50.00       159.89
    LOS ANGELES            -
                  Van Nuys See L.A.                      99.00    0.00              50.00
    LOS ANGELES   Vernon                       none      99.00    0.00       99.00 50.00      149.00
    LOS ANGELES   Walnut                       none      99.00    0 .oo      99.00 50.00      149.00
#   LOS ANGELES   West Covina                10.00%      99.00     9.90     108.90 50.00      158.90
    LOS ANGELES   West Hollywood             13.00%      99.00   12.87      111.87 50.00      161.87
    LOS ANGELES   Westlake Village           10.00%      99.00     9.90     108.90 50.00      158.90
             I


                                                                                   0425

                                                   Hotel           IRS             IRS      IRS      Oct.2002
                                                   Tax            Room Hotel      Room      Meal      MAX
        COUNTY          INCORPORATED               Rate           Rate-  Tax      Rate      & IE       PER
         NAME                CITY .       .          %           Pre-Tax Amt.     WlTax     Rate      DIEM
                                  9

     MADERA      Chowchilla           10/1-4/30    10.00%        55.00    5.50     60.50    42.00        102.50
     MADERA      Madera, City*          511-9130    9.00%        79.00    7.11     86.11    42.00        128.11
     MADERA      Madera, City*         1011-4130    9.00%        55.00    4.95     59.95    42.00        101.95
     MADERA      Oakhurst              511-9130     7.00%        79.00    5.53     84.53    42.00        126.53
     MADERA      Oakhurst              1011-4130    7.00%    .   55.00    3.85     58.85    42.00    .   100.85

     MARIN       Unincorporated                    10.00%        108.00   10.80    118.80    46.00       164.80
     MARIN       Belvedere                           none        108.00    0.00    108.00   '46.00       154.00
     MARIN       Corte Madera                      10.00%        108.00   10.80    118.80    46.00       164.80
     MARIN       Fairfax                             none        108.00    0.00    108.00    46.00       154.00
     MARIN       Larkspur                          10.00%        108.00   10.80    118.80    46.00       164.80
     MARIN       Mill Valley                       10.00%        108.00   10.80    118.80    46.00       164.80
     MARIN       Novato                             8.00%        108.00    8.64    116.64    46.00       162.64
     MARIN       Ross                                none        108.00    0.00    108.00    46.00       154.00
     MARIN       San Ansetmo-                        none        108.00    0.00    108.00    46.00       154.00
     MARIN       San Rafael*                       10.00%        108.00   10.80    118.80    46.00       164.80
     MARIN       Sausalito                         10.00%        108.00   10.80    118.80    46.00       164.80
     MARIN       Tiburon                           10.00%        108.00   10.80    118.80    46.00       164.80

     MARIPOSA    Unincorporated1 Mariposa*
     MARIPOSA    and Yosemite         511-9130      9.00%        114.00   10.26    124.26 46.00          170.26
     MARIPOSA                       10114/30        9.00%        82.00     7.38     89.38 46.00          135.38

     MENDOCINO   Unincorporated                    10.00%        109.00   10.90    119.90   42.00        161.90
     MENDOCINO   Fort Brag                         10.00%        109.00   10.90    119.90   42.00        161.90
     MENDOCINO   Gualala                           10.00%        109.00   10.90    119.90   42.00        161.90
     MENDOCINO   Point Arena                       10.00%        109.00   10.90    119.90   42.00        161.90
     MENDOCINO   Ukiah"                             8.00%        109.00    8.72    117.72   42.00        159.72
     MENDOCINO   Willits                            9.00%        109.00    9.81    118.81   42.00        160.81

     MERCED      Unincorporated                    10.00%         62.00    6.20     68.20 34.00          102.20
     MERCED      Atwater                            8.00%         62.00    4.96     66.96 34.00          100.96
     MERCED      Dos Palos                            none        62.00    0.00     62.00 34.00           96.00
     MERCED      Gustine                            7.00%         62.00    4.34     66.34 34.00          100.34
     MERCED      Livingston                         6.00%         62.00    3.72     65.72 34.00           99.72
     MERCED      Los Banos                          9.00%         62.00    5.58     67.58 34.00          101.58
     MERCED      Merced. Citv*                     12.00%         62.00    7.44     69.44 34.00          103.44

     MODOC       Unincorporated                     4.00%         55.00    2.20     57.20    30.00        87.20
     MODOC       Alturas*                          10.00%         55.00    5.50     60.50    30.00        90.50

     MONO        Unincorpd. except Bridgeport       9.00%         70.00    6.30     76.30    46.00       122.30

     MONO        Bridgeport                         9.00%         70.00    6.30     76.30 46.00          122.30
.C
     MONO        Mammoth Lakes                      9.00%         70.00    6.30     76.30 46.00          122.30


     MONTEREY
            1



                                                                                         0 426
                                                        Hotel       IRS                  IRS      IRS     Oct.2002
                                                        . Tax      Room Hotel           Room      Meal     MAX
         COUNTY              INCORPORATED                Rate      Rate-  Tax            Rate     & IE     PER
          NAME                    CITY                    YO      Pre-Tax Amt.          WlTax     Rate     DIEM

            511-10/31 Carmel by the Sea                 10.50% R 94.00          9.87    103.87 46.00        149.87
            11/ I -4/30                                 10.50% R 75.00          7.88     82.88 46.00        128.88
     MONTEREY
            511-10/31 Del Rey Oaks                         none       94.00     0.00     94.00    46.00     140.00
            11/ I 4/30                                     none   -   75.00     0.00     75.00    46.00     121.oo
     MONTEREY
            5/1-10/31 Gonzales                           8.00%        94.00     7.52     101.52 46.00       147.52
            11/ I 4/30                                   8.00%        75.00     6.00      81.OO 46.00       127.00
     MONTEREY
            5/1-10/31 Greenfield                         8.00%        94.00     7.52     101.52 46.00       147.52
            11/-4/30
                 I                                       8.00%        75.00     6.00      81.OO 46.00       127.00
     MONTEREY
            5/1-10/31 King City                          10.00%       94.00     9.40     103.40 46.00       149.40
            11/ I -4/30                                  10.00%       75.00     7.50      82.50 46.00       128.50
     MONTEREY                       - -
            31-10/31 Marina                              10.00%       94.00     9.40     103.40 46.00       149.40
            11/ I -4/30                                  10.00%       75.00     7.50      82.50 46.00       128.50
     MONTEREY
            5/1-10/31 Monterey                           10.00%       94.00     9.40     103.40 46.00       149.40
            11/ I -4/30                                  10.00%       75.00     7.50      82.50 46.00       128.50
     MONTEREY
            5/1-10/31 Pacific Grove                      10.00%       94.00     9.40     103.40 46.00       149.40
            11/ I -4/30                                  10.00%       75.00     7.50      82.50 46.00       128.50
     MONTEREY
            91-10131 Salinas*                            10.00%       94.00     9.40     103.40 46.00       149.40
            11/ I 4/30                                   10.00%       75.00     7.50      82.50 46.00       128.50
     MONTEREY
            5/1-10/31 Sand City                            none       94.00     0.00      94.00 46.00       140.00
            11/1-4/30                                      none       75.00     0.00      75.00 46.00       121.oo
     MONTEREY
            511-10/31 Seaside                            12.00%       94.00     11.28    105.28 46.00       151.28
            11/1-4/30                                    12.00%       75.00      9.00     84.00 46.00       130.00
     MONTEREY
            5/1-10/31 Soledad                             6.00%        94.00     5.64     99.64   46.00     145.64
            11/ I 4/30                                    6.00%        75.00     4.50     79.50   46.00     125.50
     NAPA               Unincorporated*-Aprl -Nov.l5     10.50%       125.00    13.13    125.00   46.00     171.OO
     NAPA               Unincorporated*-Nov.l6-Mar31     10.50%       I 10.00   11.55    110.00   46.00     156.00
     NAPA               American Canyon -Aprl-Nov.15      0.00%       125.00     0.00    125.00   46.00     171.OO
     NAPA               American Canyon -Nov.16-Mar31     0.00%       110.00     0.00    110.00   46.00     156.00
     NAPA               Calistoga-Aprl-Nov.15            12.00%       125.00    15.00    140.00   46.00     186.00
     NAPA               Calistoga-Nov.16-Mar31           12.00%       110.00    13.20    123.20   46.00     169.20
     NAPA               Napa, City*-Aprl-Nov.15          12.00%       125.00    15.00    140.00   46.00     186.00
     NAPA               Napa, City*- Nov.16-Mar.31       12.00%       I 10.00   13.20    123.20   46.00     169.20
     NAPA               St. Helena - Aprl -Nov.l5        12.00%       125.00    15.00    140.00   46.00     186.00
.r   NAPA               St. Helena -Nov.l6-Mar.31        12.00%       110.00    13.20    123.20   46.00     169.20
     NAPA               Yountville -Aprl-Nov.15          10.50%       125.00    13.13    138.13   46.00     184.13
     NAPA               Yountville -Nov.l6-Mar.31        10.50%       110.00    11.55    121.55   46.00     167.55
                                                                                         0427

                                                         Hotel        IRS                 IRS        IRS      Oct.2002
                                                         Tax         Room Hotel          Room        Meal      MAX
             COUNTY             INCORPORATED             Rate        Rate-  Tax           Rate       &1E        PER
              NAME                   CITY                  %        -
                                                                    Pre-Tax Amt.         WiTax       Rate      DIEM

     NEVADA CO.       Grass Valley          1011-6114    10.00%     63.00       6.30       69.30     46.00        115.30
     NEVADA CO.       Nevada City*          6/15-9/30    10.00%     81.OO       8.10       89.10     46.00        135.10
     NEVADA CO.       Nevada City*          10/1-6/14    10.00%     63.00     - 6.30       69.30     46.00        115.30
     NEVADA CO.       Truckee               6/15-9/30    10.00%     81.OO       8.10       89.10     46.00        135.10
     NEVADA CO.       Truckee                10/1-6/14   10.00%     63.00       6.30       69:30      46.00   .   115.30
     ORANGE CO.       Unincorporated                     10.00%     99.00       9.90      108.90      46.00       154.90
     ORANGE CO.       Anaheim                            15.00% R   99.00      14.85      113.85      46.00       159.85
     ORANGE CO.       Brea                               10.00%     99.00       9.90      108.90     .46.00       154.90
     ORANGE CO.       Buena Park                         12.00%     99.00      11.88      110.88      46.00       156.88
     ORANGE CO.       Costa Mesa                          6.00%     99.00       5.94      104.94      46.00       150.94
     ORANGE CO.       Cypress                            10.00%     99.00       9.90      108.90      46.00       154.90
     ORANGE CO.       Dana Point                         10.00%     99.00       9.90      108.90      46.00       154.90
     ORANGE CO.       Fountain Valley                     9.00%     99.00       8.91      107.91      46.00       153.91
     ORANGE CO.       Fullerton                          10.00%     99.00       9.90      108.90      46.00       154.90
     ORANGE CO.       Garden Giove                       10.00%     99.00       9.90      108.90      46.00       154.90
     ORANGE CO.       Huntington Beach                   10.00%     99.00       9.90      108.90      46.00       154.90
     ORANGE CO.       lrvine                              8.00%     99.00       7.92      106.92      46.00       152.92
     ORANGE CO.       La Habra                              none    99.00       0.00       99.00      46.00       145.00
     ORANGE CO.       La Palma                            7.00%     99.00       6.93      105.93      46.00       151.93
     ORANGE CO.       Laguna Beach                       10.00%     99.00       9.90      108.90      46.00       154.90
     ORANGE CO.       Laguna Hills                       10.00%     99.00       9.90      108.90      46.00       154.90
     ORANGE CO.       Laguna Niguel                       8.00%     99.00       7.92      106.92      46.00       152.92
     ORANGE CO.       Lake Forest                        10.00%     99.00       9.90      108.90      46.00       154.90
     ORANGE CO.       Los Alamitos                        8.00%     99.00       7.92      106.92      46.00       152.92
     ORANGE CO.       Mission Viejo                       8.00%     99.00       7.92      106.92      46.00       152.92
     ORANGE CO.       Newport Beach                      10.00%     99.00       9.90      108.90      46.00       154.90
     ORANGE CO.       Orange, City                       10.00%     99.00       9.90      108.90      46.00       154.90
     ORANGE CO.       Placientia                         10.00%     99.00       9.90      108.90      46.00       154.90
     ORANGE CO.       San Clemente                       10.00%     99.00       9.90      108.90      46.00       154.90
     ORANGE CO.       San Juan Capistrano                10.00~/0   99.00       9.90      108.90      46.00       154.90
     ORANGE CO.       Santa Anaf                          9.00%     99.00       8.91      107.91      46.00       153.91
     ORANGE CO.       Seal Beach                          9.00%     99.00       8.91      107.91      46.00       153.91
     ORANGE CO.       Stanton                            11.OO%     99.00      10.89      109.89      46.00       155.89
     ORANGE CO.       Tustin                              6.OO0/o   99.00       5.94      104.94      46.00       150.94
     ORANGE CO.       Villa Park                            none    99.00       0.00       99.00      46.00       145.00
     ORANGE CO.       Westminster                         8.00%     99.00       7.92      106.92      46.00       152.92
     ORANGE CO.
       ~~~     ~~~~   Yorba Linda
                       ~   ~~                            10.00%
                                                            ~  ..
                                                                ~   99.00
                                                                     ~   ~~     9.90
                                                                                 - _ _    108.90~~    46.00       154.90

     PLACER           Unincorporatedl Tahoe City          8.00%     145.00     11.60       156.60    46.00        202.60
     PLACER           Auburn'                             8.00%     145.00     11.60       156.60    46.00        202.60
     PLACER           Colfax                              8.00%     145.00     11.60       156.60    46.00        202.60
     PLACER           Lincoln                              none     145.00      0.00       145.00    46.00        191.00
     PLACER           Loornis                             6.00%     145.00      8.70       153.70    46.00        199.70
     PLACER           Rocklin                             8.00%     145.00     11.60       156.60    46.00        202.60
.<   PLACER           Roseville                           6.00%     145.00      8.70       153.70    46.00        199.70

     PLUMAS           Unincorporatedl Quincy*             9.00%      55.00      4.95        59.95 30.00            89.95
     PLUMAS           Portola                             9.00%      55.00      4.95        59.95 30.00            89.95
      r


                                                                                0428
                                                    Hotel      IRS             I RS    IRS    Oct.2002
                                                ~



                                                    Tax       Room Hotel      Room     Meal    MAX
    COUNTY                       INCORPORATED       Rate      Rate-  Tax       Rate    &I E    PER
     NAME                             CITY            OO
                                                       /     Pre-Tax Amt.     W/Tax    Rate    DIEM

              611-12/31                             10.00%   84.00    8.40     92.40 46.00      138.40
RIVERSIDE
               1/1-5/31 Banning                     10.00%   129.00   12.90    141.90 46.00     187.90
              611-12/31                             10.00%   84.00     8.40     92.40 46.00     138.40
RIVERSIDE
         1/I -5/31 Beaumont                          5.00%   129.00   6.45     135.45 46.00     181.45
              6/1-12/31                              5.00%   84.00    4.20      88.20 46.00     134.20
RIVERSIDE
               1/1-5/31 Blythe                       8.00%   129.00   10.32    139.32 46.00     185.32
              611-12/31                              8.00%   84.00     6.72     90.72 46.00     136.72
RIVERSIDE
               1/16/31 Calirnesa                    10.00%   129.00   12.90    141.90 46.00     187.90
              611-12/31                             10.00%   84.00     8.40     92.40 46.00     138.40
RIVERSIDE
               111-5/31 Canyon Lake     -           10.00%   129.00   12.90    141.90 46.00     187.90
              6/1-12/31                             10.00%   84.00     8.40     92.40 46.00     138.40
RIVERSIDE
               1/1-5/31 Cathedral City              10.00%   129.00   12.90    141.90 46.00     187.90
              6/1-12/31                             10.00%   84.00     8.40     92.40 46.00     138.40
RIVERSIDE
         111-5/31 Coachella                           none   129.00   0.00     129.00 46.00     175.00
              6/1-12/31                               none   84.00    0.00      84.00 46.00     130.00
RIVERSIDE
               1/1-5131 Corona                      10.00%   129.00   12.90    141-90 46.00     187.90
              6/1-12/31                             10.00%   84.00     8.40     92.40 46.00     138.40
RIVERSIDE
               1/14/31 Desert Hot Springs           10.00%   129.00   12.90    141.90 46.00     187.90
              6/1-12/31                             10.00%   84.00     8.40     92.40 46.00     138.40
RIVERSIDE-
               1/I 4/31 Hernet                      10.00%   129.00   12.90    141.90 46.00     187.90
              6/1-12/31                             10.00%   84.00     8.40     92.40 46.00     138.40
RIVERSIDE
          '    l/l-5/31 Indian Wells                 9.25%   129.00   11.93    140.93 46.00     186.93
              6/1-12/31                              9.25%   84.00     7.77     91.77 46.00     137.77
RIVERSIDE
               1/1-5/31 lndio                       10.00%   129.00   12.90    141.90 46.00     187.90
              6/1-12/31                             10.00%   84.00     8.40     92.40 46.00     138.40
RIVERSIDE
               1/14/31 La Quinta                    11.OO%   129.00   14.19    143.19 46.00     189.19
              6/1-12/31                             11.OO%   84.00     9.24     93.24 46.00     139.24
RIVERSIDE
               1/1-5/31 Lake Elsinore               10.00%   129.00   12.90    141.90 46.00     187.90
              6/1-12/31                             10.00%   84.00     8.40     92.40 46.00     138.40
RIVERSIDE
               1114/31 Moreno Valley                 8.00%   129.00   10.32    139.32 46.00     185.32
              611-12/31                              8.00%   84.00     6.72     90.72 46.00     136.72
RIVERSIDE
               1/1-5/3 1 Norco                       8.00%   129.00   10.32    139.32 46.00     185.32
           I
                                                                                      0429


                                                   Hotel       IRS                  IRS       IRS    Oct.2002
                                                   Tax        Room Hotel           Room       Meal    MAX
         COUNTY                    INCORPORATED    Rate       Rate-  Tax           Rate     . & IE     PER
          NAME                          CITY         %       Pre-Tax Amt.          WRax       Rate    DIEM

             611-12/31                              9.00%    84.00         7.56     91 5 6 46.00       137.56
     RIVERSIDE
              1/1-5/31    Palm Springs             10.00%    129.00        12.90   141.90 46.00        187.90
             611-12/31                             10.00%    84.00          8.40    92.40 46.00        138.40
     RIVERSIDE
              1/1-5/3-l   Perris                   10.00%    129.00        12.90   141.90 46.00        187.90
             6/1-12/31                             10.00%    84.00          8.40    92.40 46.00        138.40
     RIVERSIDE
              1/1-5/31    Rancho Mirage            10.00%    129.00        12.90   141.90 46.00        187.90
             611-12/31                             10.00%    84.00          8.40    92.40 46.00        138.40
     RIVERSIDE
              1/1-5/31    Riverside, City*         11.OO%    129.00        14.19   143.19 46.00        189.19
             6/1-12/31                             11.OO%    84.00          9.24    93.24 46.00        139.24
     RIVERSIDE
              VI-5/31     San Jacinta -             8.00%    129.00        10.32   139.32 46.00        185.32
             611-12/31                              8.00%    84.00          6.72    90.72 46.00        136.72
     RIVERSIDE
              VI-5/31     Temecula                  8.00%    129.00        10.32   139.32 46.00        185.32
             6/1-12/31                              8.00%    84.00          6.72    90.72 46.00        136.72

     SACRAMENTO           (No changes)
     SACRAMENTO           Unincorporated           12.00%     79.00         9.48    88.48   46.00      134.48
     SACRAMENTO           Folsom                    8.00%     79.00         6.32    85.32   46.00      131.32
     SACRAMENTO           Galt                     10.00%     79.00         7.90    86.90   46.00      132.90
     SACRAMENTO           lsleton                   7.00%     79.00         5.53    84.53   46.00      130.53
     SACRAMENTO           Sacramento, City*        12.00%     79.00         9.48    88.48   46.00      134.48

     SAN BENITO           Unincorporated            8.00%      55.00        4.40    59.40 30.00         89.40
     SAN BENITO           Hollister"                8.00%      55.00        4.40    59.40 30.00         89.40
     -
     SAN BENITO           San Juan Bautista        10.00%    . 55.00        5.50    60.50 30.00         90.50

     SAN BERNARDINO Unincorporated                  9.00%     84.00         7.56    91.56   42.00      133.56
     SAN BERNARDINO Adelanto                       10.00%     84.00         8.40    92.40   42.00      134.40
     SAN BERNARDINO Apple Valley                    6.00%     84.00         5.04    89.04   42.00      131.04
     SAN BERNARDINO Barstow                        10.00%     84.00         8.40    92.40   42.00      134.40
     SAN BERNARDINO Big Bear Lake                   6.00%     84.00         5.04    89.04   42.00      131.04
     SAN BERNARDINO Chino                           8.00%     84.00         6.72    90.72   42.00      132.72
     SAN BERNARDINO Chino Hills                     0.00%     84.00         0.00    84.00   42.00      126.00
     SAN BERNARDINO Coiton                         10.00%     84.00         8.40    92.40   42.00      134.40
     SAN BERNARDINO Fontana                         8.00%     84.00         6.72    90.72   42.00      132.72
     SAN BERNARDINO Grand Terrace                     none    84.00         0.00    84.00   42.00      126.00
     SAN BERNARDINO Hesperia                        7.00%     84.00         5.88    89.88   42.00      131.88
     SAN BERNARDINO Highland                        7.00%     84.00         5.88    89.88   42.00      131.88
     SAN BERNARDINO Loma Linda                      8.00%     84.00         6.72    90.72   42.00      132.72
--   SAN BERNARDINO Montclair                      10.00%     84.00    .    8.40    92.40   42.00      134.40
     SAN BERNARDINO Needles                       unknown     84.00         0.00    84.00   42.00      126.00
     SAN BERNARDINO Ontario                        10.00%     84.00         8.40    92.40   42.00      134.40
     SAN BERNARDINO Rancho Cucamonga               10.00%     84.00         8.40    92.40   42.00      134.40
           f                                                                0430


                                            Hotel          IRS             IRS      IRS     Oct.2002
                                            Tax           Room Hotel      ~Roorn    Meal     MAX
         COUNTY              INCORPORATED   Rate          Rate-  Tax       Rate     &IE      PER
          NAME                    cI Y
                                   T         %           Pre-Tax Amt.     WlTax     Rate     DIEM

     SAN BERNARDINO Twentynine Palms         7.00%       84.00    5.88     89.88    42.00       131.88
     SAN BERNARDINO Upland                  10.00%       84.00    8.40     92.40    42.00       134.40
     SAN BERNARDINO Victorville              7.00%       84.00    5.88     89.88    42.00       131.88
     SAN BERNARDINO Yucaipa                  7.00%       84.00    5.88     89.88    42.00       131.88
     SAN BERNARDINO Yucca Valley             7.00%   .   84.00    5.88     89.88    42.00       131.88

     SAN DlEGO CO.     Unincorporated        9.00%        99.00    8.91    107.91   50.00       157.91
     SAN DIEGO CO.     Carlsbad             10.00%        99.00    9.90    108.90   50.00       158.90
     SAN DIEGO CO.     Chula Vista          10.00%        99.00    9.90    108.90   50.00       158.90
     SAN DlEGO CO.     Coronado              8.00%        99.00    7.92    106.92   50.00       156.92
     SAN DlEGO CO.     Del Mar              10.00%        99.00    9.90    108.90   50.00       158.90
     SAN DIEGO CO.     El Cajon             10.00%        99.00    9.90    108.90   50.00       158.90
     SAN DIEGO CO.     Encinitas             8.00%        99.00    7.92    106.92   50.00       156.92
     SAN DIEGO CO.     Escondido            10.00%        99.00    9.90    108.90   50.00       158.90
     SAN DIEGO CO.     Imperial Beach       10.00%        99.00    9.90    108.90   50.00       158.90
     SAN DIEGO CO.     La Mesa              10.00%        99.00    9.90    108.90   50.00       158.90
     SAN DlEGO CO.     Lemon Grove           6.00%        99.00    5.94    104.94   50.00       154.94
     SAN DlEGO CO.     National City        10.00%        99.00    9.90    108.90   50.00       158.90
     SAN DlEGO CO.     Oceanside            10.00%        99.00    9.90    108.90   50.00       158.90
     SAN DIEGO CO.     Poway                 8.00%        99.00    7.92    106.92   50.00       156.92
     SAN DIEGO CO.     San Diego, City*     10.50%        99.00   10.40    109.40   50.00       159.40
     SAN DIEGO CO.     San Marcos           10.00%        99.00    9.90    108.90   50.00       158.90
     SAN DIEGO CO.     Santee                6.00%        99.00    5.94    104.94   50.00       154.94
     SAN DIEGO CO.     Solana Beach         10.OO%        99.00    9.90    108.90   50.00       158.90
     SAN DIEGO CO.     Vista                10.00%        99.00    9.90    108.90   50.00       158.90

     SAN FRANCISCO SF Citv & Countv*        14.00% R 159.00       22.26    181.26   50.00       231.26

     SAN JOAQUIN       Unincorporated        8.00%        55.00    4.40     59.40   30.00        89.40
     SAN JOAQUIN       Escalon               6.00%        55.00    3.30     58.30   30.00        88.30
     SAN JOAQUIN       Lodi                  9.00%        55.00    4.95     59.95   30.00        89.95
     SAN JOAQUIN       Manteca               9.00%        55.00    4.95     59.95   30.00        89.95
     SAN JOAQUIN       Ripon                 4.00%        55.00    2.20     57.20   30.00        87.20
     SAN JOAQUIN       Stockton*             8.00%        55.00    4.40     59.40   30.00        89.40
     SAN JOAQUIN       Tracy                10.00%        55.00    5.50     60.50   30.00   -    90.50

     SAN LUIS OBISPO
                       Unincorporated

     SAN LUIS OBISPO
                       Arroyo Grande        10.00%        79.00    7.90     86.90   42.00       128.90

     SAN LUIS OBISPO
                       Atascadero            6.00%        79.00    4.74     83.74 42.00         125.74
.r

     SAN LUIS OBISPO
                       l
                       E Paso De Robles      9.00%        79.00    7.11     86.1 1 42.00        128.11
         r                                                                            043 1


                                               Hotel          IRS              IRS      IRS     Oct.2002
                                               Tax           Room Hotel       Room      Meal     MAX
        COUNTY              INCORPORATED       Rate          Rate-  Tax       Rate      & IE      PER
         NAME                    cI T Y         %           Pre-Tax Amt.      WlTax     Rate     DIEM

    SAN LUIS OBISPO
                      Morro Bay                 9.00%       79.00     7.11     86.11    42.00       128.11

    SAN LUIS OBISPO
                      Pismo Beach               7.00%   -   79.00     5.53     84.53    42.00   .   126.53

    SAN LUIS OBISPO
                      San Luis Obispo, City*   10.00%        79.00    7.90     86.90 42.00          128.90

    SAN LUIS OBISPO
                      Shell Beach (area)       10.00%        79.00    7.90     86.90 42.00          128.90


    SAN MATEO         Unincorporated           10.00%       134.00    13.40    147.40   46.00       193.40
    SAN MATEO         Atherton - -               none       134.00     0.00    134.00   46.00       180.00
    SAN MATEO         Belmont                  10.00%       134.00    13.40    147.40   46.00       193.40
    SAN MATEO         Brisbane                   none       134.00     0.00    134.00   46.00       180.00
    SAN MATEO         Burlingame               10.00%       134.00    13.40    147.40   46.00       193.40
    SAN MATEO         Colma                      none       134.00     0.00    134.00   46.00       180.00
    SAN MATEO         Daly City                10.00%       134.00    13.40    147.40   46.00       193.40
    SAN MATEO         East Palo Alto             none       134.00     0.00    134.00   46.00       180.00
    SAN MATEO         Foster City               8.00%       134.00    10.72    144.72   46.00       19’0.72
    SAN MATEO         Half Moon Bay            10.00%       134.00    13.40    147.40   46.00       193.40
    SAN MATEO         Hillsborough               none       134.00     0.00    134.00   46.00       180.00
    SAN MATEO         Menlo Park               10.00%       134.00    13.40    147.40   46.00       193.40
    SAN MATEO         Millbrae                 10.00%       134.00    13.40    147.40   46.00        93.40
    SAN MATEO         Pacifica                 10.00%       134.00    13.40    147.40   46.00       193.40
    SAN MATEO         Portola Valley             none       134.00     0.00    134.00   46.00       180.00
    SAN MATEO         Redwood City*             8.00%       134.00    10.72    144.72   46.00       190.72
    SAN MATEO         San Bruno                10.00%       134.00    13.40    147.40   46.00       193.40
    SAN MATEO         San Carlos               10.00%       134.00    13.40    147.40   46.00       193.40
    SAN MATEO         San Mateo, City           8.00%       134.00    10.72    144.72   46.00       190.72
    SAN MATEO         So.San Francisco          8.00%       134.00    10.72    144.72   46.00       190.72
    SAN MATEO         Woodside                   none                  0.00    134.00   46.00       180.00


    SANTA BARBARA     Unincorporated           10.00%       114.00    11.40    125.40 42.00         167.40
    SANTABARBARA
    SANTA BARBARA     Buelton                  10.00%        114.00   11.40    125.40 42.00         167.40
    SANTABARBARA
    SANTA BARBARA     Carpinteria              10.00%        114.00   11.40    125.40 42.00         167.40
    SANTA BARBARA
    SANTA BARBARA     Guadalupe                  none        114.00    0.00    114.00 42.00         156.00
    SANTA BARBARA
I   SANTA BARBARA     Lompoc                   10.00%        114.00   11.40    125.40 42.00         167.40
    SANTA BARBARA
    SANTA BARBARA     Santa Barbara, City*     10.00%        114.00   11.40    125.40 42.00         167.40
    SANTA BARBARA
                                                                                        0632

                                                    Hotel        IRS             IRS      IRS     Oct.2002
                                                    Tax         Room Hotel      Room      Meal     MAX
        COUNTY              INCORPORATED            Rate        Rate-  Tax      Rate      & IE        PER
         NAME                    CITY                 OO
                                                       /       Pre-Tax Amt.     W/Tax     Rate        DIEM

     SANTA BARBARA

     SANTA CLARA     Unincorporated                  8.00%     150.00   12.00   162.00    50.00       212.00
     SANTA CLARA     Campbell                        8.00%     150.00   12.00   162.00    50.00       212.00
     SANTA CLARA     Cupertino                      10.00%     150.00   15.00   165.00    50.00   ,   215.00
     SANTA CLARA     Gilroy                          9.00%     150.00   13.50   163.50    50.00       213.50
     SANTA CLARA     Los Altos                       8.00%     150.00   12.00   162.00    50.00       212.00
     SANTA CLARA     Los Altos Hills                  none     150.00    0.00   150.00    50.00       200.00
     SANTA CLARA     Los Gatos                      10.00%     150.00   15.00   165.00    50.00       215.00
     SANTA CLARA     Milpitas                        8.00%     150.00   12.00   162.00    50.00       212.00
     SANTA CLARA     Monte Sereno                      none    150.00    0.00   150.00    50.00       200.00
     SANTA CLARA     Morgan Hill                    10.00%     150.00   15.00   165.00    50.00       215.00
     SANTA CLARA     Mountain View                  10.00%     150.00   15.00   165.00    50.00       215.00
     SANTA CLARA     Palo Alto                      10.00%     150.00   15.00   165.00    50.00       215.00
     SANTA CLARA     San Jose* - -                  10.00%     150.OO   15.OO   165.00    50.00       215.00
     SANTA CLARA     Santa Clara, City               9.50%     150.00   14.25   164.25    50.00       214.25
     SANTA CLARA     Saratoga                        8.00%     150.00   12.00   162.00    50.00       212.00
     SANTA CLARA     Sunnyvale                       8.50% R   150.00   12.75   162.75    50.00       212.75

     SANTA CRUZ-Memo Only
     SANTA CRUZ    Unincorporated                   10.00%     108.00   10.80    118.80 46.00         164.80
     SANTA CRUZ
     SANTA CRUZ-   Capitola                          9.50%     108.00   10.26    118.26 46.00         164.26
     SANTA CRUZ
     SANTA CRUZ    Santa Cruz*                      10.00%     108.00   10.80    118.80 46.00         164.80
     SANTA CRUZ
     SANTA CRUZ     Scotts Valley                    0.00%     108.00    0.00    108.00 46.00          154.00
     SANTA CRUZ
     SANTA CRUZ    Watsonville                      10.00%     108.00   10.80    118.80 46.00          164.80


     SHASTA          Unincorporated                 10.00%      78.00    7.80     85.80   34.00        119.80
     SHASTA          Anderson                       10.00%      78.00    7.80     85.80   34.00        119.80
     SHASTA          Redding*                       10.00%      78.00    7.80     85.80   34.00        119.80
     SHASTA          Shasta Lake                    10.00%      78.00    7.80     85.80   34.00        119.80

     SIERRA          Unincorporated/ Downieville*   10.00%      55.00    5.50     60.50   30.00         90.50
     SIERRA          Loyalton                        6.00%      55.00    3.30     58.30   30.00         88.30

     SlSKlYOU        Unincorporated                  8.00%   55.00       4.40     59.40   30.00         89.40
     SlSKlYOU        Dorris                          5.00%   55.00       2.75     57.75   30.00         87.75
     SlSKlYOU        Dunsmuir                        8.00%   55.00       4.40     59.40   30.00         89.40
     SlSKlYOU        Etna                            6.00%   55.00       3.30     58.30   30.00         88.30
     SlSKlYOU        Fort Jones                       none   55.00       0.00     55.00   30.00         85.00
.f   SlSKlYOU        Montague                         none   55.00       0.00     55.00   30.00         85.00
     SISKIYOU        Mt. Shasta, City               10.00% R 55.00       5.50     60.50   30.00         90.50
     SlSKlYOU        Tulelake                          none  55.00       0.00     55.00   30.00         85.00
     SISKIYOU        Weed                            8.00%   55.00       4.40     59.40   30.00         89.40
          ?.
                                                                                             0433


                                                 Hotel          IRS                 IRS      IRS      Oct.2002
                                                 Tax           Room    Hotel       Room      Meal      MAX
        COUNTY           INCORPORATED            Rate           Rate-  Tax         Rate      & IE       PER
         NAME                 cI Y
                               T                   %           Pre-Tax Amt.        W/Tax     Rate         DIEM

     SOLANO       Benecia                         9.00%         79.00       7.11    86.11    46.00        132.11
     SOLANO       Dixon                           9.00%         79.00       7.11    86.11    46.00        132.11
     SOLANO       Fairfield*                     10.00%         79.00   -   7.90    86.90    46.00        132.90
     SOLANO       Rio Vista                       7.00%         79.00       5.53    84.53    46.00        130.53
     SOLANO       Suisun                           none    -    79.00       0.00    79.00    46.00    ,   125.00
     SOLANO       Vacaville                       8.00%         79.00       6.32    85.32    46.00        131.32
     SOLANO       Valleio                        11.OO%         79.00       8.69    87.69    46.00        133.69

     SONOMA       UnincorporatedlBodega Bay       9.00%         89.00       8.01    97.01    46.00        143.01
     SONOMA       Cloverdale                     10.00%         89.00       8.90    97.90    46.00        143.90
     SONOMA       Cotati                           none         89.00       0.00    89.00    46.00        135.00
     SONOMA       Healdsburg                     10.00%         89.00       8.90    97.90    46.00        143.90
     SONOMA       Petaluma                       10.00%         89.00       8.90    97.90    46.00        143.90
     SONOMA       Rohnert Park                   11.OO%         89.00       9.79    98.79    46.00        144.79
     SONOMA       Santa Rosa*-                    9.00%         89.00       8.01    97.01    46.00        143.01
     SONOMA       Sebastopol                        none        89.00       0.00    89.00    46.00        135.00
     SONOMA       Sonoma, City                   10.00%         89.00       8.90    97.90    46.00        143.90
     SONOMA       Windsor                           none        89.00       0.00    89.00    46.00        135.00

     STANISLAUS   Unincorporated                  8.00%         60.00       4.80    64.80    38.00        102.80
     STANISLAUS   Ceres                           5.00%         60.00       3.00    63.00    38.00        101.oo
     STANISLAUS   Hughson                          none         60.00       0.00    60.00    38.00         98.00
     STANISLAUS   Modesto"                        9.00%         60.00       5.40    65.40    38.00        103.40
     STANISLAUS   Newman                           none         60.00       0.00    60.00    38.00         98.00
     STANISLAUS   Oakdale                         7.00%         60.00       4.20    64.20    38.00        102.20
     STANISLAUS   Patterson                        none         60.00       0.00    60 .OO   38.00         98.00
     STANISLAUS   Riverbank                        none         60.00       0.00    60.00    38.00         98.00
     STANISLAUS   Turlock                         9.00%         60.00       5.40    65.40    38.00        103.40
     STANISLAUS   Waterford                        none         60.00       0.00    60.00    38.00.        98.00

     SUTTER       Unincorporated                   none         55.00       0.00     55.00 30.00           85.00
     SUTTER       Live Oak                         none         55.00       0.00     55.00 30.00           85.00
     SUTTER       Yuba City*                      6.00%         55.00       3.30     58.30 30.00           88.30

     TEHAMA       Unincorporated                  8.00%         55.00       4.40     59.40 30.00           89.40
     TEHAMA       Corning                        10.00%         55.00       5.50     60.50 30.00           90.50
     TEHAMA       Red Bluff                      10.00%         55.00       5.50     60.50 30.00           90.50
     TEHAMA       Tehama, City                     none         55.00       0.00     55.00 30.00           85 .OO

     TRINITY      Unincorr>oratedlWeaverville*    8.00%         55.00       4.40     59.40 30.00            89.40

     TULARE       Unincorporated                 10.00%         69.00       6.90     75.90    42.00        117.90
     TULARE       Dinuba                         10.00%         69.00       6.90     75.90    42.00        117.90
     TULARE       Exeter                          3.00%         69.00       2.07     71.07    42.00        113.07
.C   TULARE       Farmersville                      none        69.00       0.00     69.00    42.00        111.00
     TULARE       Lindsay                         8.00%         69.00       5.52     74.52    42.00        116.52
     TULARE       Porterville                     8.00%         69.00       5.52     74.52    42.00        116.52
     TULARE       Tulare, City                   10.00%         69.00       6.90     75.90    42.00        117.90
                                                                                                          0434

                                                              Hotel         IRS                 IRS       IRS     Oct.2002
                                                              Tax          Room Hotel          Room       Meal     MAX
       COUNTY                             INCORPORATED        Rate         Rate-  Tax          Rate       & IE      PER
        NAME                                    CITY            %         Pre-Tax Amt.         WRax       Rate     DIEM

TUOLUMNE                       Unincorporated                  8.00%       55.00        4.40     59.40 30.00          89.40
TUOLUMNE                       Sonora*                         8.00%       55.00        4.40     59.40 30.00          89.40

VENTURA                        Unincorporated                  8.00%       99.00        7.92    106.92    46.00       152.92
VENTURA                        Camarillo                       9.00% -     99.00        8.91    107.91    46.00   ,   153.91
VENTURA                        Fillmore                       10.00%       99.00        9.90    108.90    46.00       154.90
VENTURA                        Moorpark                         none       99.00        0.00     99.00    46.00       145.00
VENTURA                        Ojai                           10.00%       99.00        9.90    108.90    46.00       154.90
VENTURA                        Oxnard                         10.00%       99.00        9.90    108.90    46.00       154.90
VENTURA                        Port Huenerne                  10.00%       99.00        9.90    108.90    46.00       154.90
VENTURA                        San Buenaventura               10.00%       99.00        9.90    108.90    46.00       154.90
VENTURA                        Santa Paula                    10.00%       99.00        9.90    108.90    46.00       154.90
VENTURA                        Simi Valley                    10.00%       99.00        9.90    108.90    46.00       154.90
VENTURA                        Thousand Oaks                  10.00%       99.00        9.90    108.90    46.00       154.90
VENTURA                        Ventura, City"                 10.00% R     99.00        9.90    108.90    46.00       154.90
                               (No changes)
YOLO                           Unincorporated                  8.00%       69.00        5.52     74.52    34.00       108.52
YOLO                           Davis                          10.00%       69.00        6.90     75.90    34.00       109.90
YOLO                           West Sacramento                 8.00%       69.00        5.52     74.52    34.00       108.52
YOLO                           Winters                           none      69.00        0.00     69.00    34.00       103.00
YOLO                           Woodland*                      10.00%       69.00        6.90     75.90    34.00       109.90

YUBA                           Unincorporated                  8.00%       55.00        4.40      59.40 30.00          89.40
YUBA                           Marysville*                    10.00%       55.00        5.50      60.50 30.00          90.50
YUBA                           Wheatland                        none       55.00        0.00      55.00 30.00          85.00


* = Bold city names with an * represent the County Seat for that County.
R = Tax rates with an "R" indicate the rate has been revised since the 94/95 survey.

Sources: League of CaLCities-Dean Runyan Assoc 94/95 Survey; CSAC 11/95 Survey; 67 Fed.Reg 56160-80,8-30-2002
Compiled by the Santa Cruz County Auditor-Controller on October 31,2002

C:\PamSiIbaugh\SILBAUGHQPW\qpwTrave1\0ct2002ates\Oct2002Rates.wb2




What is the Meals and Incidentals breakdown?
The M&lE breakdown as provided in Federal RegisterNol 67, #169, pg 56160, 8-30-02, is as follows:

M&IE                                                           $30           $34      $38        $42        46
Breakfast..................................                     6             7        8          9          9
Lunch......................................                     6             7        8          9         I1        12
Dinner............. ....................... .                   16            18      20         22         24        26
Incidentals...............................                       2            2        2          2          2
1 1 / ' 0 7 / 2 0 0 2 0 9 : 4 0 FAX 9 1 0 9 2 1 6 0 2 0   HANSEN INFO TECH                                         a002




              This Agreement is effective                       2000 between DST Technology Escrow
                                                3
              Scrviccs, h .(r'X)S1ll) and & A 1 5 &d 2 l l3'a(FTlbrt)
                          c                               rl                         ("Depositor"), who
              collectivcly may bc refcrred to in this Agnxmenl os "tha parties" and who w e morc fully
              idmtificd i the Exhibit A.
                         n

              A.     Depositor and Dcpositor's client have entered or will cnter into a license agrccmcnt,
              development agreemem~, and/or othcr agreement regarding cartain proprietary technology of
              Dcposilor (referred to in trus Agreement p9 "the Liccnse Agreement").

              E.         Depositor desires to avoid disclosun: of its proprictuy technology cxcept under certain
              limited circumstancce.

              C.     Depositor desires to cstablish an escmw will1 DSI to provide for the retention,
              administration aud controlled access ol'thc proprietary technology materials of Depositor.

              D.      The parties desire this Agreement to bc supplementary lo the License Agccment
              pursurrr~l 11 United Statcs [Bankruptcy] Code, Section 365(n).
                       (Q



              ARTICLE 1          -   DEPOSITS

              1.1    PbJkalian to Make Jrsposir.       Upon the signing of this Agrecrncnt by the parties,
              Dcposi1:or shall deliver to DST the propriekry technology and other matcrids ("Deposil
              Mattcrials")to be deposited under Lhis Agrement.

              1.2     Jjentjfication of Tangiblc Media. 'Prior to the delivery ol'thc Deposit Materials to DSl,
              Deposi1:or shall conspicuously label for idcntification each document, magnctic tape, disk, or
              other tilngiblc mcdia upon which the Deposit Matorials are written or stored. Additionally,
              Deposilor shall complotc Exhibit B to this Agreement hy liating cach such tangible media by the
              item laljel descriplion, the type of media and the quanlity. The Exhibit B musl be signed by
              Dcpasbor and delivered to D T with the Dcposit Materials. Unless and until Depositor makes
                                             S
              thc initial dcposit w t DSI, DSI shall have no obligation with raspecl to this Agreement, except
                                   ih
              the obligation to notify Depoaibr regarding the statue of the deposit account 8s required in
              Section 3.2below.

              1.3    Deposit Insuection. When DST reccivcs the Deposit Materials and the Exhibit R, DST
              will conduct II deposit inspection by visually matchug the labeling of the tangible media
              containing thc Deposit Matcrials L the item descriptions and qumtily listed on the Exhibit B.
                                               o




              1,4     h c e p h n w nf Dmoeit. At completion of the deposit inspcction, if DSI Jetmincs that
              the labeling of the tangible media matchcs the irem descnpLions and quantity on Exhibit B, DSl
              will dal:e and sign the Exhibit E3 and mail a copy thcrcof t D e p i t m . If DS1 dctcrmines thal
                                                                          o
              the labeling does not match the item descriptions or quantity OR the Exhibit B, DSI will (a) note
              thc discrepancies in writing on the Exhibit B;(b) date and sign the Exhibit €5 with tha axCep~On8
11/07/2002   0 9 : 4 7 FAX 910 9 2 1 0 0 2 0        HANSEN INFO TECH


                                                                                                      0436
         notcd; m d (c) mail a copy of the Exhibil B lo Dcpositor. DSI's acceplance of the deposit occur$
         upon the signing of thc Exhibit B by DSI.

         1.S      -sm.hti.o.nq                  Dcpositor represents as follows:

                  a,      Depositor lawfully poesesscs all of &e Deposit Mnlerials dcposited with DST;

                  b.      With respect to all of the Deposit Materials, Depositor lms the righl and authority
                                                               n
                          to c t 10 D$J the rights M plrovidcd i this Agresmcnt; and
                              a

                  c.                                             o
                          T h e Dqosit Matcrials are not subject t any lien QC other owumbrancc.
                  d.      The Deposit Malerials arc mdable and useable i thcir curreut form or, il' thc
                                                                           n
                          Deposit Mti~erinlsare cncrypted, the decryption tools and decryption keys havc
                          also been deposited.

         1.6     Deposit U ~ d a t e s .Wpdetes to thc Deposit Motcrials may be ddcd to the misting deposit.
         All deposit updates shall bc listed on a new Exhibjt E and thc n w Exhibit E shall be signed by
         Dqosilor. Each Exhibit B will be held and rnaintaind separately within the escrow account.
         An indtrpfmdent rccord will be created which will documcnt the activity for each Exhibit B, The
         pracessing of all deposit updatcs shall be in accordance with Sations 1.2tllrough 1.5 nbovc. All
                                                                    ll
         rcfcrcnccs in this Agcemcni lo the Deposit M a t d s & include the initial Deposil Materiatg
         snd any updates.

         1.7    Removal of Dmosit Ma.tcri.alq. l'he Deposil Malerials may be removed andlor cxchanged
         only on written instructions signed by Depositor or as othmise provided i this Agreement.
                                                                                 n

         ARTICLE 2       - I7,EXSAFE ENROLLMENTS
         2.1     F1exSAI;E Enrollmen\s. Depositor may m o l l one or mom beneficiaries to this
         technology escrow account. Depositor will execute and submit to DSI P FlexSME Beneficiary
         bmolfnlent documctnt, Exhibit T, listing each beneficiary to be enrolled as a Flcx&U'E
         Beneficiary under the Agrcernent. Upon DS'l'3 acceptancc of Exhibit T, DST will issue an
         enrollrrent Ietter and a copy ofthis Agreement to the FlaxSAFE Bcncficiary.

         2.2     Other Third Parties. DST shall havc m obligation to any othcr third p a y except a
         FlexSAFE Bcmficiary accepted by DST. DST and Dcpositor shdl haw the right to modify or
         cancel the Agreement without the conserlt o f any third party.




         3.1     Confidmntiality. DSI shall maintain the Deposit Materials in a swure, enviroaJllesltally
         safe, locked facility which is nccessihlrr only to authorized represcntatives of DSI. DSI s h a l l
         have the obligation to rewonably protect the confidentiality of the Deposit Materials. Exccpt
         as provided i this Agreement, DSI shall not disclose the content of this Apamcnt to m y
                       n
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                                                                                                             0437
             third party and shall not disclose, lr;ulsrm, nlakc available, or use the Deposit Materials. If DST
             receives B subpoena ox other order of n court or other judicial tribund pmtaining to the ~ ~ S G ~ O S W :
             or release of the Depasit Materiala, DSI will immediately nolify Depositor. It shall be the
             responsibility of Depositor to chirllenge any such ordcr; provided, however, that Dsf does not
             waive its rights to prcsent its position with respect to any such order. DST will not bc required to
             disobey any court or other judicial tribunal order. (See Soction 8.5 below for notices of
             requested orders.)




             3.3     Audit- Rights, During the term of this Apement, Depositor &all have the right to
             iaspecl the written records of'DSl pertaining to this Agrement Any impcctiou shall be hcld
             during nomud business hours md following reasonable prior notice.


             ART1Cl.E 4    -- GRANT OF RIGHTS TO DSI
             4,l                                                      o S
                     W e to Media, Dcpositor hereby transfers L D T the titlc to the media upon which the
             proprietary techoology and motcrials arc written or stored. However, this transfix does not
             include the owership of the proprietary technology and materials containcd on the media such
             89 any l;opyright, trade secret, palent or othcr intellcctual property rights.


             4.2     piFht to Makc Cogiey, US1 shdl have the right to makc copies of the Deposit Materials
                                                                     S
             as reurmbly necessary to pcrfonn this Agreement, D T shall copy all copyright, nondisclosurc,
             and other proprietary notices and titles contained on the Deposit Materials onto any copies made
             by DSI'. With dl Dcposit Materials submitted to DM, Dcpositor shall provide any and all
             instructions M may be necessary to duplicate rhc Deposit Matrjrids including but not limitcd to
             tllc hardware mVor soflwate needed.

             4.3    RiPht to ' l ' r h UIJQJY
                                            Relew, Depositor hereby grants to D T tha right to trmsfer the
                                                                               S
             Deposil Materials to FlexSAFE Beneficiary upm any rclcase of the Dcposit Materials for use by
             FlexSAFE Beneficiary in acwrdancc with Section 5.4. Exccpt upon such a releasc or as
             othcwisc pmvided i this Agcemcnt, DSl shall not transfer the Dcposit Materials.
                                   n




             5.1     :Release d.  Deno6& Upon D m ~ & ~ fInstrwtim. Upon rcceipt by DSI ol' writtcn
                                                              s
             instructjon directly fiom Deposilor, Depositor's tnrstee in bankruptcy, or a COUR of compelmt
             jurisdict:ion, DSI w i l l rclewe a copy of the Deposit Materials to thc FlexSME Rmaficiary
             identified in the instruclion. Howevcr, DSL is atitled to receive any fces due LIS1 b f o r e making
             the relcasc. Any copying expense in exccss of $300 will be chargeable to FlexSAFE
             Benefiaary. T h i s A p m c n t will terminate upon the releasc of the Deposit Materials held by
             DSI.

             5.2       1
                       7
                      r-                              -
                               Release ofDeu.osit bv FlFE          Be@iciary.

             Page 4                                                                                           F99v2

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                                                                                                       0438

                    a,      Upon noticc to DS1 by FIaSAFE Beneficiary of tfic occurrence of a rclcase
                            condition as dcfincd i Section 5.3, DSl shall providc Depositor with a copy of
                                                  n
                            FlcxSAFE Beneficiary's noticc by cammcrcial express mail. If Depositor
                            provides DSl with contrary inslrucdons within 60 days, DSI $ha11 not deliver a
                            copy of tho Deposit Materials to FlexSAFE Beneficiary.

                            "Contrary lnstructions" shall m a n the wittcn rcpresentation by Dqositor that 8
                            Rclaase Condition hm not o c c u d o has been cured. Upon receipt of Contrary
                                                                  r
                            Instructicms, DSJ shall send a copy of the C o n l r q Instructions to FlexSAFE
                            Beneficiary by ~opirnarcialexpress mail. Additionally, DST shdl notify both
                            Dcpositor and FlexSAFB Beneficiary that there is B dispute to bc resolved
                            pursuant to Section 8.3. Subject l Section 6.3.DS1 will continue to storc the
                                                                o
                            Deposit Matcrials without release pending (a) instructions from Depositor; or (b)
                            order of a court.

                   b.       If no contrary instructions are given to DSI, Depositor agrees that DSI shall
                            deliver a copy of the Deposit Materds 10 [he FlcxSAFE Beneficirlry who
                            provides DSI with all of thc following:




                            2,    WGtten, demand that a copy of the Deposit Materials be released and
                                  delivered t FlexSAFE Beneficiary;
                                            u

                            3,    Written notice that the copy of the Deposit Maten'als being releasad to
                                  F l e x W E Benefiviuy ha u s 4 only as permilted under the License
                                  Agreement;                                                                              I   '




                            5.   Written notice that the release of thc copy of the Deposit Materials is
                                 puraumt to I 1 United Statas Code Section 36501).




                   a.       Entry of an order for l-elief under Title 1 1 of the United States Code;

                   b.       The making by Depositor of tl gencrol sssignmant for the benefit of creditors;

                   c.       The appoinment OF a general receiver or trustee in bankruptcy of Depositor's
                            buffincss or pmperty; OT

                   d,       Action by Depositor undcr any state insolvency or similar law for the purposo of
                            its bankruptcy, wrganizntion, or liquidation.

          5.4     Rieht to Usc FoIIo-win9:        w. Unless othmisc provided in the License Agreement,
                             h
          upog rc.lwe o f Le DepocPit Matcrials i accordance w i o l this Article 5, FlexSAFE Beneficiary
                                                   n
          shall h w e tha right 10 use the Daposit Materials for the sole purposc of continuing the ht~r~fit.6
                                                                                                         P9h.2

s@        PetFs
11,.'07/2002   0 9 : 4 9 FAX 918 921 8620               HANSEN INFO TECH

                                                                                                         0439

           afforded lo FlexSAFE Bmneficiary by the License Agrecmml. FloxSAFE Beneficiary shall bc
           obtigatod to maintain the confidcntiality of the released Dcposit Materials.


           ARTICLE 6         -- 'TERM AND TERMTNATION
           6.1      ' w e e m e n t . The initial term of lhis Agrement is for a period 01'                 ye~r.
           'llmxdtcr, this Agnwwnt shall automatically renew from year-to-ycar unless (a) Depositor
           instructs DSI in writing that lhe A p c m c n t is terminattd: or (b) the Agrccnlent is terminated by
                                                                           h
           DS1 for- nonpayment in accordance with Section 6 . 3 . Xf t e Depobil Materials are subject Lo
           another CSCMW agreement with DSI, l3ST raerves thc right, after the initial o m ycar tenn, to
           adjusl the anniversary date of this Ageemen1 lo march thc then prevailing anniversary date of
           such other escrow mangements.

           6.2                          *   <    , Upm receipt by DSI of Depositor's execmcd W i b i t T,
           the FhSAFE Beneficiary will bc cmllcd for an initial t a m OI'onc ycar, unless this Agrccmcnt
           t&stes     earlier, causing the F1elrSA.W Beneficiary enro)lmmt to terminate. Subsequent
           entollment t c m 8 may be adjusted to the anniversary date of t i i s Agrccmcnt and shall
                                                                                  US1
           automatically renew l'mm year-to-year unless (a) Depositor i n s ~ c t s in writing to tcrminatc
           the F1c:xSAFE Beneficiary enrollment; or (b) the mmllmcnt is terminated by DSL for
           nonpayment in accodance with Section 6.3.

           6.3
                         L    .
                                       for -a.          In the event o f thc nonpayment of fees owcd to DSI, DSI
           shall provide G t t e n notice of delinquency to dl paties to this Agrcemcnc. Unlass Depositor
           has insiructed DSI to terminate FlexSAFE Beneficiary pursuant to subsccti~n           62(a), Depositor
           or FlcxSAFE Beneficiary shall have the right ta make the payment L DSI to cure the defddt. TT
                                                                                     o
           the pwl. due payment is not received in full by P T within onc month of the date of such notice,
                                                                  S
           thm DT shall have the right to terminate this Agreement at m time t h m f l e r by scnding
                   !
                  Sm                                                               y
           written notice of kmination to all parties. DSL shall have no obligation to take m y aclion undcr
           this A g r e e m e n t so long as any payment duc to DS1 remains unpuiid.

           6.4    -9s.ition-0.f  . Deposit   Materids Unon Tcrmination. Upon ternination of this
           Agreemen[, DST shall destroy, return, or otharwise deliver tbc Deposit Materials in accordance
           wt Dcposimr's instructions. Trtherc arc no iustructions, DST may, at its sale discretion, destroy
            ih
           lhe Deposit Matcrids or return t e Io Dapositqr. DSX shall hwe no obligation to return Of
                                            hm
                                         f
           destroy the Deposit Marcrials i the Deposit Materials m subject to molhu escrow sereemant
           with PSl.


           6.5    survival of T m y follow in^ Tcrmination. Upon tennirratioq of this Agrement, thc
           Following p m ~ s i o n s &is Apwmgnt shall survive:
                                   sf

                    a.       Depositor's Representations (Section 1.5);

                    b.       The obligations of confidentiality with respect to thc Deposit Maten'als;

                    F,       The rights g r a n t e d in the scccions entitled Righl to Transfer Upon Releasc
                             (Scction 4.3) and Right to Use Following Release (Section 5,4), if a release o f the
                             Dqoait Materials has occurad prior to t d t i o a ;

           Page 6                                                                                          tr99v2
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                                                                                                       0440
                   d.      The obligation to p3y DSI any fees and expenses due;

                   e.      T h e provisions of Article 8;-and

                   f.      A n y provisions in this Agreement which specifically state thcy survivn thc
                           tmination or apiration of this Agreemcnt.




         7 .I        FCCSchedule. DSI is entitled to be paid its standard fees and rrxpsnscs applicable lo the
         s e T v i ~ a provided. DSI shall notify *e party responsible for payment of DSI's feea at lcnat 90
                       ;
         days prior to any inuruase i fees. For any a c ~ g not listed on DZI's standard fee sc)lduIe, D$l
                                       n                        e
         will prcvidc a Quote prior to rendering the scrvice, if requested
         7.2     ,Pavment Tcrms. DSL shall not be required to perform any s m i c e unless the payment for
         such sewice -and any outstanding balances owed to DSI are paid i full. Fees W G due upon reccipt
                                                                          n
         of a signed contract or receipt or the Dcposit Materials whichever is earliest. If invoiced fees arc
                                                         n
         not paid, DSI may tarminab$ this Agtccment i accordance w.ilh Section 6.3. Late fees on past
                       shall accrue interest at the rate of onc and one-half percent per month (18% per
         due m o u ~ t a
         annum) from thc datc of the invoice.


         ARTICLE 8        --   LIABILITY AND DISPUTES

         8.1    .Riiebt to Rely on L ~ s h u d k x u .DSI m y act i reliance upon any instruction, inslrument,
                                                           R      n
         or signrttwe reasonably believed by DSI to bo gcnuine. DSI may assume that any employee of
         Depositor or FlmSAFE Beneficiary who gives any writteu wtice, request, of instructiou hns the
         authorily to do so. DSI shall not be responsible fgr failure t act as a rcsuIt o f causes bcyond the
                                                                         o
         reasonable conlral of DST.

         8.2      w.DSI                  shall be tespoarible to perform ils obligations u n t i e r this
         Ag~emmnl and       to nct i a reasonable and ptudcnt m m e x with regard to this escrow
                                   n
         arrangment. Provided DSI has acted in the manner stated in thc preceding smtenco, Dcpositor
         agrees to indemnify, defend and hold harmless DSI from any and all claims, aclions, damages,
         arbitration fees and expmses, costs, attorney's fees an3 other liabilitics incurrod by DSl rel@tisrg
         i~ way to this escrow arrangement.
            MY

         8.3     Disuute Resolution. Any dispute relating to or arising from this Agrcemwt shall be
         resolved by arbitration under the Commercial Rules of the American 'Arbitration Association.
         Unless athewise agreed by Dcpositor and FIexSAFE Beneficiary, arbitmtion will tako place in
         San Diego, Califonla, U.S.A. Any court having jurisdiction over the mettct may enter judgment
         an the award of the arbitrawr(g), Service of a pctition to confirm lhe arbitration award may be
         mnde by Firslr Class mail or by commercial exprcss mail, to the dlotney for the party or, if
         unrepresented, to lhe party at the last known busincss address.

         8.4    :zontrolling Law, This Agreement is to be govemed and construed i accordance with
                                                                                           n
         the low, of tho Stek of California, without regard to its conflict of law provisions.



         PaBc 7                                                                                         PYh2
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  \




                                                                                                      044 1

             8.5     Notice-of Reauesrad Order. I f MY party intends to obtain an order from the arbitrator or
             any corrrt of competed jurisdictiop which may dircct DSl to take, or refrain l'mm taking any
             action, that party shall;

                      a.      Givc DSi at least two business days' prior notice ol'ths hcaring;

                      b.      lncludc i any such order th&
                                        n                        a precondition to DST's obligation, DSI be paid
                              illfwll for any past due recs and bc paid for the reasonable value of thc services
                              to be rendmad pursuanl L such order; and
                                                       o
                      c.      Ensure that DSI not be required to deliver lhhc original (as opposed to a copy) o f
                              the Deposit Materials if DSl mRy need t retain the original in its possession to
                                                                      o
                              fulfill aay of its other duties.

             ARTICLE 9      --   GENXRAL PROVISlONS

             9.1   Entire Ameement. This Agreement, which includcs the Exhibits described hcrcin,
             embodies thc cntkc understanding between the parties with respat to its subject math and
             supmsedes all previous communications, representations or clnderstmdings, either ordl o         r
             w r i t t e n . DSI is not a party lo the Licensc Agrcenlcnt betweun Depositor and FlexSAFE
             Bcncfic.iary and has 110 knowledge of w y of the terms or provisions of any such Liccnse
             Agreement. DSl's only obligations to Depositor or FlexSAFE Bmcficiary are 88 set fotth in this
             A ~ R W W Y I ~ , No amendment or modification of this Agrcxmcnt shall hc valid or binding unless

             signed hy both pasties hecero, e x c q l lhe Exhibit A nccd not be signed by either party.

             9.2      w.          A l l notices, invoices, payments, deposits and other documents and
             communications shall be given to the parties at the u d h s s e R specifid in the attached Exhibit A.
             I1 shall be the responsibility of thc parties to notify each other as provided in this Section in lhe
             event of a change of address. The parties shall have thc right to rely on the 1 t known addrcss of
                                                                                              s
             thc other parties. Unless othcnvise provided in this Agreement, all documents and
             communications may bc delivered by First Clus mail.

             9.3       !kvcrabiiity. In the event ruly provision of t h i s Agreement is found to bc invalid,
             voidable or undorccable, tho partias ttme that unlcss it materially affects the entire intcpt 4
             purp9sr: ofthis Agreement, such invalidity, voidability or uncnforceability shall affer;t neither thc
             validity of this Agreement nor the remaining provisions hemin, and the provision in question
             8 h d l be d m e d to be replnccd with a valid and tnforcettble pmviaim mogt closely reflecting lha
             intent and purpose of Ihe original provision.

             9.4 S.ucccssors,. This Agreement shall be binding upon and shall inure to lhe benefit of the
          successors and assigns of thQpartica. However, DSI shall have no obligation in pwformisg this
         'Agreement to recognize any succcssor or assign of Depositor unless DS1 receives clear,
          authoribtive and conclusive written evidcncc of the chauge of pclrties.

             9.5                                                      arns
                     RegulBtions. Depositor is msponsibte for and w r a t c~rnpliancewith all applicable
             laws, mles and regulations, induding but not lirnitcd to customs laws, import, export, and re-
             export laws and govcrnment regulations of any cowtry from or to which the Deposit Materials
             may be delivered in accclrdance with thc provisions of this Agreement.

             Page 8                                                                                           Y99v2

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                                                                                                   0
 -..

                                                                                           0442




         Hanse.2 Information Tech,                     DSL Technology Escrow Serviccs, L
                                                                                       m


                                                                                           +-




                                                       Title:                         .,*--


         Date:- 6-8-00                                 Pate:
11/37/2002   0 9 : 5 0 FAX 9 1 6 9 2 1 6 6 2 0           HANSEN INFO TECH                        m 010
                                                                                      0443

                                                                                     EXHIBIT B




             Account Numbcr                      0801039-00001




             Quantity




                               Other




              DEYOSLT COPYlMC INFORMATION:
              Hardware required; PC  ~                                 -_.   .   -
                                                                              0444


                                   Exhibit 1-2

                  FLEXSAFE BENEFICIARY ENROLLMENT

             Account Number -0801039-0001


Pursuant to the FlexSAFE Escrow Agreement ("Agreement"), Depositor hereby enrolls
the following as a FlexSAFE Beneficiary:

                           COUNTY OF SANTA CRUZ


Notices and communications to FlexSAFE        Invoices to FlexSAFE Beneficiary should be
Beneficiary should be addressed to:           addressed to:

Company Name: County of Santa Cruz                       SAME
Address: Planning Department
         701 Ocean Street, 4thFloor
         Santa Cruz, CA 95060
Designated Contact: Nancy McCollum            Contact:
Telephone: 83 1-454-2180
Facsimile: 83 1-454-2 131


The software licensed under the Agreement with Hansen Information Technologies and
covered by the Escrow Agreement is:

76 licenses of Constmction/Planning/Use Module; 25 licenses of Code Enforcement
module; the Customer Service, Custom Tab and Fonnula Editor modules; 2 licenses of
the Cashiering module; the OLE Container; the Menu Editor; and 10 licenses of the GIS
Viewer.


                                               DSI Technology Escrow Services, Inc.
Depositor

By:                                            By:
Name:                                          Name:
Title:                                         Title:
Date:                                          Date:
                                                        COUNTY OF SANTA CRUZ                                                       n
                                                                                                                                   -
                                                                                                                                   A                    2
                                                     REQUEST FOR TRANSFER OR REVISION                                                            0445
                                                  OF BUDGET APPROPRIATIONS AND/OR FUNDS

Department:                   Planning                                                                                           Date:        11/8/02

TO:         Board of Supervisors / County Administrative Officer / District Board

I hereby request your approval of the following transfer of budget appropriations and/or funds in the fiscal year ending June 30, T9 2003




I
             0,2,1
       T
       0



      P




             0,2,2
       F
       R
       0
       hl

  R   _p




Explenation:
       Transfer funds from the Plant Acquisition                                           / Technology and Productivity budget to




                   U
Auditor-Controller, by                                                                                                  , Deputy          Date
-                                                                              V
                                                                                       n
Coun&y Administrative Officer’s Action:                  I 1    Recornrnendod t o Board               I I    Approved              I 1   Not Recommended or Approved

Courty Administrative Officer                                                                                                             Date
-
Statt of California      }          As the Clerk of the Board of Supervisors of the County of Santa Cruz, I do hereby certify that the foregoing request for
                              ss.   transfer w a s approved by said Board of Supervisors as recommended by the County Administrative Officer by an order
Courty o Santa CNZ}
        f                           duly entered in the minutes of said Board on

                                                                I   19        #            BY                                                           , Deputy Clerk
--
 ( A - C ) * Desc:        ~   .~                                         Item      :            - Budget Transfer                         I   A- C Review     1
Distrit ution:
                              BRD. NAME           AGENDA DATE                      ITEM NO.
   WTite-Board of Supsrviaorr                Green-County Administrative Officer           Goldenrod-Departmental Control Copy
   Ye low-Auditor-Controller                 Pink-Originating Department

AUD74 (REV 12/94)
                                                                                                    2
County of Santa Cruz                                                                         0446
Planning Department
Hansen Information Technologies Permit Tracking System
Appropriation Detail for AUD-74



                                                           ADM-29     Other     Total Per
                          TC        Index     Sub-object   Amount     costs     AUD-74

Software                       21   541300         3495 $170,150.00 $26,056.00 $196,206.00
Hardware                       21   54 1300        8403             $13,500.00 $13,500.00
Maintenance                    21   541300         3347 $42,300.00    $200.00 $42,500.00
Professional Services          21   541300         3535 $295,930.00            $295,930.00
                                                        $508,380.00 $39,756.00 $548,136.00




hansen cop.xls




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