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SHI International Corp SHI International Corp. Response to City of La Quinta REQUEST FOR PROPOSAL Information Technology Services Presented by: Ashley Kim Inside Account Executive 732-564-8541 Ashley_Kim@shi.com May 30, 2019 A. Cover Letter May 30, 2019 Gilbert Villalpando, Assistant to City Manager City of La Quinta, City Manager’s Office 78-495 Calle Tampico La Quinta, CA 92253 gvillalpando@laquintaca.gov Dear Gilbert Villalpando, Thank you for your interest in SHI and for the opportunity to participate in City of La Quinta’s Request for Proposal for Information Technology Services. SHI values your business and we are committed to continuing the level of service and support that City of La Quinta has come to know and expect from SHI. SHI provides the highest level of customer support and service to all of our customers. Under our Quality Management System, City of La Quinta is assured that our solution delivers the services that you need when you need them. We have a wide array of solutions to offer City of La Quinta and we look forward to building a managed program that integrates your organizational requirements. SHI has a proven record of success with customers of similar size and nature to City of La Quinta. Leveraging our broad range of authorizations and manufacturer relationships, SHI is uniquely qualified to support all requirements contained in this RFP and offer a “one stop shop” for your IT Procurement. Our proposal provides a streamlined and efficient managed program which we expect will help City of La Quinta to realize efficiencies and ultimately cost savings. All information and pricing provided in the proposal is valid for at least 90 days. Any individual who will perform work for the City of La Quinta is free of any conflict of interest. I appreciate the opportunity to participate in this evaluation. If you require additional information, please contact me at 732-564-8541 or Ashley_Kim@shi.com. Thank you in advance for your consideration and I look forward to hearing from you. Sincerely, Natalie Castagno Ashley Kim Director of Response Team Inside Account Executive SHI International Corp. SHI International Corp. (Authorized to bind SHI) (Main SHI POC) 290 Davidson Avenue 290 Davidson Avenue Somerset, NJ 08873 Somerset, NJ 08873 (Main office and Supporting office for The City) Table of Contents A. Cover Letter .............................................................................................................................................. 2 B. Background on the Firm and its Experience............................................................................................. 4 C. References ............................................................................................................................................. 12 D. Disclosure of Contract Failures .............................................................................................................. 12 E. Warranty/Guarantee of Work Product .................................................................................................... 13 F. List of Complimentary Services .............................................................................................................. 13 G. Subcontracting ....................................................................................................................................... 15 H. Insurance Coverage Statement & Indemnification ................................................................................. 16 I. Non-Collusion Affidavit ............................................................................................................................ 18 Attachment 1 – Experience and Approach ................................................................................................. 19 Attachment 2 – Price Structure ................................................................................................................... 23 Attachment 3 - References ......................................................................................................................... 24 Attachment 4 – Agreement for Contract Services ...................................................................................... 24 Attachment 5 – Non-Collusion Affidavit ...................................................................................................... 61 Appendix A – Staffing Experience .............................................................................................................. 62 Appendix B – SHI: Certificates & Forms ..................................................................................................... 64 B. Background on the Firm and its Experience 1) Number of years in business; SHI Response: 29 years 2) Taxpayer identification number; SHI Response: 22-3009648 3) Number of years working with government agencies; SHI Response: SHI has been working with government agencies for 20+ years. Our first state-wide contract was awarded in 1994; since then we have continued to build and focus on the specific needs of public sector customers. SHI is proud that we currently hold IT contracts across all 50 states. Through these contracts, we build connections that dive deeply into infrastructure, procurement, and regulation obstacles our clients face. In 2017 SHI Public Sector sales revenue was $1.85B. SHIs growth stems from two key factors: o Our commitment to the public sector with over 90 dedicated Public Sector sales representatives based within their State or region. o Our commitment to understanding how your IT suppliers must meet not only the needs of the State Contract Procurement Office but also the needs of each individual state agency, local government entity, and academic institution. To better serve the needs of our customers, SHI has forged longstanding alliances with our top manufacturers and their management and support teams. Our partnerships allow us to identify and understand the unique requirements stemming from industry forces affecting our customers. We offer vertical solutions ranging from Digital Learning for K-12 schools to Public Safety for state and local government. In a market where technology is rapidly changing, we bring further value by offering the ability to add partners and solutions as they emerge, and our agnostic approach helps ensure the solution meets your needs. Our sales and support teams also attend seminars, trainings, and customer facing events in support of new technology solutions and customer goals. 4) Resumes of the project manager and key personnel who will be responsible for performance of any contract resulting from this RFP; SHI Response: Please see resumes included below. IT Technician Resume Network Engineer Resume Project Manager Due to current PM availabilities and schedules, the Project Manager will be assigned upon contract award. The profile below exemplifies the qualifications of all SHI Project Managers. Inside Account Executive Bio SHI – Inside Account Executive (Aug 2018 – Current) o Prospecting into existing and new customers to build relationships o Provide consultation to customers regarding their IT solutions needs o Process orders and quote for both new and existing customers 5) Firm ownership and, if incorporated, the state in which the firm is incorporated and the date of incorporation; and SHI Response: Privately owned Incorporated in New Jersey 11-28-1989 6) If the firm is a subsidiary of a parent company, identify the parent company. SHI Response: N/A C. References References of California government agencies for similar services within the last three (3) years, which shall include: 1) Client name, client project manager, telephone number and e-mail address; 2) Project description; 3) Project start date, and end date; 4) Staff assigned to each project by your firm; and 5) Discussion of final outcome. SHI Response: SHI is unable to provide a list of every business for which we perform these services due to the restrictions of confidentiality agreements in place with our customers. D. Disclosure of Contract Failures Disclosure of any alleged significant prior or ongoing contract failures, any civil or criminal litigation or investigation pending, which involves the firm or in which the firm has been judged guilty or liable within the last five years. If there is nothing to disclose, the firm must state as such in writing. SHI Response: Currently SHI is not involved in any lawsuits with our customers, partners or suppliers. SHI also has not had any contract failures. E. Warranty/Guarantee of Work Product Description of the firm’s warranty/guarantee of work product. SHI Response: SHI passes through the warranty terms from the manufacturer. These terms, remedies, and response times will vary by manufacturer and product. SHI will process a return and replacement if allowed by the manufacturer’s warranty and return policies. Additional product warranty is available upon request. F. List of Complimentary Services List complementary services, for example, Managed Services, offered by the firm along with corresponding prices. Value Added Services included in SHI product markup Dedicated Account Team o Lead Account Executives o Regional Account Teams located in: o North America o United Kingdom o Hong Kong o Inside Sales Support Teams based in NJ and UK Technical Support o Customer Innovation Center o TestDev and QA Sandbox o Proof of Concepts o Field Solution Engineers o Solution Architecting o Technical Evaluations o Trending o Technology Roadmaps o Technology Assessments o Implementation Planning OEM/Publisher Support o Vendor Consolidation o Program Expertise o Product Expertise o Licensing Expertise o Contractual Expertise o Price Modeling Price Value o Transparent Pricing Model o Financing & Leasing Options o NET 30 Terms o NMSDC & WBENC Diversity Certification Logistics Management o e-commerce/P2P portal Integration o Operations Management o SLA Reporting Ongoing Support o Renewals Management Service o BI Reporting o Consumption Reporting o Trend Reporting o License Consolidation Reporting Microsoft o Adobe o Communications and Engagement o Business Reviews o Funded SHI Summits o Webinars o Newsletters o Briefings Fee-Based Services ITAM Services o Baseline Compliance and Optimization o Deployment Positions o Entitlement Positions o Hardware Inventory Discovery o Managed Services (Continuous Compliance and Optimization) o Audit Defense o IT Asset Management Workshops o ITAM Consulting Procurement Services o Procurement as a Service Offering (Paas) o Contract Baseline o Contract Optimization o Contract Review/EULA Review o Acquisition/Divestiture Support o RFx Support and Price Negotiation o Audit Preparation Cloud Services SHI has engineers and partners credentialed in top cloud platforms such as AWS, GCP and Azure, and also in compatible products such as Box, CommVault, One Login, Veeam, Symantec, VMWare, Cisco and others, that gives the customer a one stop shop. Solutions Services o On site Installations and Deployment o Asset Disposal o Warranty Services o Staff Augmentation o Break-Fix Support o Secure Data Removal and Destruction o Network and Data Center Support o All Services requiring a SOW Integration Services o Inventory Management/Warehousing o Asset Tagging o Configuration & Imaging o Kitting and Packaging o Server Rack and Stack o Laser Etching o Project Coordination o Available for Amazon Web Services (AWS), Google Cloud Platform (GCP) & Microsoft CSP (Azure & O365) o Assessments o Cloud Optimization o Cloud Migration Preparation o Cloud Adoption Services o Simplified Billing (Typically offered at the Direct Price from Cloud Provider) G. Subcontracting Subcontracting any portion(s) of the Scope of Services is not preferable; however, if a firm can demonstrate to the City’s satisfaction that it is in the best interest of the project to permit a portion of the service(s) to be subcontracted, it may be considered. Provide details on the role of any subcontractor that will be used. SHI Response: SHI uses a network of Elite Partners to deliver our staffing solution. These partners have been vetted specifically to provide the services required for staffing augmentation services. While SHI is continually evaluating and updating our partner list, some of these partners have been used by SHI for as much as 15 years. As a part of SHI’s continuing commitment to our partner alliances, quarterly business reviews are held with our most strategic partners to ensure performance is up to the high standards of SHI. While these reviews are key to the overall relationship maintenance, SHI reports, in real time, any issues that may affect customer satisfaction on a specific project. In order to maintain Elite Partner status, our partners must be responsive to SHI and its customer’s needs and satisfaction. SHI is continually striving to improve our relationships with our current Elite Partner set as well build relationships with new partners who may be a good fit for the Elite Partner program. H. Insurance Coverage Statement & Indemnification A statement that, if selected, the firm will provide the minimum insurance coverage and indemnification noted in Sections 5.0 and 6.0 of the City’s Professional Services Agreement. (Attachment 4). *Exhibit E – Insurance Requirements SHI Response: SHI will provide the minimum insurance coverage. Please see SHI’s Insurance Certificate attached. For Indemnification, please see SHI comments to Attachment 4 below. I. Non-Collusion Affidavit NON-COLLUSION AFFIDAVIT executed by an official authorized to bind the firm. (Attachment 5) Attachment 1 – Experience and Approach 1. How many technical employees does your firm employ? 400+ 2. Does your firm have technical employees that are local to the Coachella Valley? Yes or No Yes 3. Does your company have a partnership with any major IT companies? i.e.., Cisco, Microsoft, Google Yes or No Yes, SHI partners with all the major OEM’s and publishers. 4. What industry certifications do your employees hold? Please see Technical Certifications attached in our email. Technical Certifications - SHI.xlsx 5. Do you currently recommend that customers use any particular software that allows users to create a service ticket? Yes or No If Yes, what software, and is there a cost to the City? No 6. Do you currently recommend that customers use any software to track network and workstation performance/status? Yes or No If Yes, what software, and is there a cost to the City? No 7. Do you currently recommend that customers use any software to track hardware and software inventory (including serial and licenses numbers)? Yes or No If Yes, what software, and is there a cost to the City? No 8. Do you have Staff that specializes in special data base programs? Yes or No Yes 9. Is your staff able to troubleshoot problems related to Microsoft SQL Server, versions 2000, 2008,2012, 2016? Yes or No Yes 10. Is your staff able to do administration tasks on VMware vSphere 5.5? Yes or No Yes 11. Is your staff able to do administration tasks on Cisco Meraki switches? Yes or No Yes 12. Is your staff proficient with MX-100 firewalls? & AASA firewalls? Yes 13. If so, what administration tasks have been performed on the appliances? Yes 14. Is your staff able to troubleshoot problems with iPhones/iPads? Yes or No Yes 15. Is your staff able to troubleshoot problems with copiers and scanners? Yes or No Yes 16. Is your staff able to troubleshoot email issues with Microsoft 365? Yes or No Yes 17. Is your staff able to perform administration/configuration tasks with a Mitel on- premise VoIP system? Yes or No If yes, what tasks has your staff performed? No 18. Is your staff able to troubleshoot problems related to an electronic Geographic Information System (the City uses ESRI ArcServer and Desktop)? Yes or No If yes, please give some examples of how you assisted clients with identifying and resolving the problems. No 19. Is your staff familiar with Nimble Storage products and able to perform configuration tasks and troubleshoot performance issues with SAN devices? Yes or No Yes 20. Does your firm have application developers on staff? Yes 21. How many application developers/programmers does your firm employ? Please see Appendix A – Staffing Experience attached. 22. Please list programming languages your staff is proficient with and years of experience developing applications in those languages? Please see Appendix A – Staffing Experience attached. 23. Please describe any custom application(s) your firm has developed that has solved a business problem by streamlining processes. If so, please describe what the problem was and how your application solved the issue and include the cost/time of the project. Please see Appendix A – Staffing Experience attached. 24. The City is looking to move our IT infrastructure and services to the next level using innovative and forward-thinking technology and solutions to accomplish this. Please describe either a custom application your firm developed or solution your firm implemented that provided a service in a unique way. Please see Appendix A – Staffing Experience attached. 25. How many municipalities has your firm developed applications/solutions for? Please list the application developed and, if possible, a link to the application. Also, please include references for these projects. Please see Appendix A – Staffing Experience attached. 26. Does your firm develop applications for mobile devices? If so, what language do you use to develop these Apps? Please list references of recent/current projects. Please see Appendix A – Staffing Experience attached. 27. How many years of experience does your firm have in Mac OS App development? Please list application(s) developed and references for project. 10+ years 28. Is your firm familiar with resources such as GitHub? What programming communities does your firm associate with? Yes. 29. What are your opinions on communities such as GitHub? SHI believes community insight gives our customers valuable information they can use to improve their . products. Access to and insights into communities mean you can leverage the power of those communities. Access to LinkedIn data gave Microsoft valuable insight. Based on the analysis of LinkedIn-data, Microsoft could see the importance of developers – which influenced the decision to buy GitHub. As such, community insight gives you vital information you can use in your business decisions. 30. What are the pros and cons of using open source code as opposed to creating the code completely in-house? Please see Appendix A – Staffing Experience attached. 31. Do you test your code for security vulnerabilities? If so, do you use a third-party vendor to test the code? Please list references. Please see Appendix A – Staffing Experience attached. 32. Use this opportunity to showcase any project your firm is particularly proud of that used technology to solve an issue and/or was able to save the company money. We are most interested in municipal projects, but would like to hear if your firm helped a private company solve an issue in a unique and innovative way. Please describe project and provide references. Please see Appendix A – Staffing Experience attached. Attachment 2 – Price Structure 1. Hourly Rate: Network Engineer: $96.60/hr IT Technician: $47.15/hr Project Manager: : $125/hr Sr. Project Manager: $175/hr 2. Hours/Days when Normal Service is Available: Monday through Friday, 8 a.m. to 5 p.m. local time 3. Travel/Trip Charges (if any): T&E not included. Receipts will be provided and approved by City. 4. Any Minimums that Apply: Three (3) months minimum 5. Rate(s) for After Hours Work: Overtime will apply after 40 hours worked weekly at a rate of 1.5 hourly. Rates for Overtime as follows: o Network Engineer: $144.90/hr o IT Technician: $70.72/hr o Project Manager: : $187.50/hr o Sr. Project Manager: $262.50/hr 6. Rate(s) on Weekends: Overtime will apply after 40 hours worked weekly at a rate of 1.5 hourly. Rates for Overtime as follows: o Network Engineer: $144.90/hr o IT Technician: $70.72/hr o Project Manager: : $187.50/hr o Sr. Project Manager: $262.50/hr 7. Rate(s) on Holidays: Overtime will apply after 40 hours worked weekly at a rate of 1.5 hourly. Rates for Overtime as follows: o Network Engineer: $144.90/hr o IT Technician: $70.72/hr o Project Manager: : $187.50/hr o Sr. Project Manager: $262.50/hr 8. Any Alternate Pricing Structures (such as block of hours): None offered at this time. Submitted By: Signature: Printed/Typed Name: Marc Poole Title: Sr. Lead RFP Specialist Date: 5-8-2019 Attachment 3 - References Please provide three references from within the past three years of similar work/scope; a phone number or email address is required. References submitted without one of these will not be accepted. SHI Response: SHI is unable to provide a list of every business for which we perform these services due to the restrictions of confidentiality agreements in place with our customers. Attachment 4 – Agreement for Contract Services SHI Response: SHI reserves the right to negotiate the terms and conditions of the final contract. Please see our Exceptions included in our response. Exhibit A Page 1 of 22 Last revised summer 2017 AGREEMENT FOR CONTRACT SERVICES THIS AGREEMENT FOR CONTRACT SERVICES (the “Agreement”) is made and entered into by and between the CITY OF LA QUINTA, (“City”), a California municipal corporation, and SHI International Corp. a New Jersey corporation (“Contracting Party”). The parties hereto agree as follows: 1. SERVICES OF CONTRACTING PARTY. 1.1 Scope of Services. In compliance with all terms and conditions of this Agreement, Contracting Party shall provide those services related , as specified in the “Scope of Services” attached hereto as “Exhibit A” and incorporated herein by this reference (the “Services”). Contracting Party represents and warrants that Contracting Party is a provider of first-class work and/or services and Contracting Party is experienced in performing the Services contemplated herein and, in light of such status and experience, Contracting Party covenants that it shall follow industry standards in performing the Services required hereunder. For purposes of this Agreement, the phrase “industry standards” shall mean those standards of practice recognized by one or more first-class firms performing similar services under similar circumstances. 1.2 Compliance with Law. All Services rendered hereunder shall be provided in accordance with all ordinances, resolutions, statutes, rules, regulations, and laws of the City and any Federal, State, or local governmental agency of competent jurisdiction. 1.3 Wage and Hour Compliance, Contracting Party shall comply with applicable Federal, State, and local wage and hour laws. 1.4 Licenses, Permits, Fees and Assessments. Except as otherwise specified herein, Contracting Party shall obtain at its sole cost and expense such licenses, permits, and approvals as may be required by law for the performance of the Services required by this Agreement, including a City of La Quinta business license. Contracting Party and its employees, agents, and subcontractors shall, at their sole cost and expense, keep in effect at all times during the term of this Agreement any licenses, permits, and approvals that are legally required for the performance of the Services required by this Agreement. Contracting Party shall have the sole obligation to pay for any fees, assessments, and taxes, plus applicable penalties and interest, which may be imposed by law and arise from or are necessary for the performance of the Services required by this Agreement, and shall indemnify, defend (with counsel selected by City), and hold City, its elected officials, officers, Exhibit A Page 2 of 22 employees, and agents, free and harmless against any such fees, assessments, taxes, penalties, or interest levied, assessed, or imposed against City hereunder. Contracting Party shall be responsible for all subcontractors’ compliance with this Section. 1.5 Familiarity with Work. By executing this Agreement, Contracting Party warrants that (a) it has thoroughly investigated and considered the Services to be performed, (b) it has investigated the site where the Services are to be performed, if any, and fully acquainted itself with the conditions there existing, (c) it has carefully considered how the Services should be performed, and (d) it fully understands the facilities, difficulties, and restrictions attending performance of the Services under this Agreement. Should Contracting Party discover any latent or unknown conditions materially differing from those inherent in the Services or as represented by City, Contracting Party shall immediately inform City of such fact and shall not proceed except at Contracting Party’s risk until written instructions are received from the Contract Officer, or assigned designee (as defined in Section 4.2 hereof). 1.6 Standard of Care. Contracting Party acknowledges and understands that the Services contracted for under this Agreement require specialized skills and abilities and that, consistent with this understanding, Contracting Party’s work will be held to an industry standard of quality and workmanship. Consistent with Section 1.5 hereinabove, Contracting Party represents to City that it holds the necessary skills and abilities to satisfy the industry standard of quality as set forth in this Agreement. Contracting Party shall adopt reasonable methods during the life of this Agreement to furnish continuous protection to the Services performed by Contracting Party, and its deliverables thereof to prevent losses or damages, and shall be responsible for all such damages, to persons or property, until acceptance of the Services by City, except such losses or damages as may be caused by City’s own negligence. The performance of Services by Contracting Party shall not relieve Contracting Party from any obligation to correct any incomplete, inaccurate, or defective work at no further cost to City, when such inaccuracies are due to the negligence of Contracting Party. 1.7 Additional Services. In accordance with the terms and conditions of this Agreement, Contracting Party shall perform services in addition to those specified in the Scope of Services (“Additional Services”) only when directed to do so by the Contract Officer, or assigned designee, provided that Contracting Party shall not be required to perform any Additional Services without compensation. Contracting Party shall not perform any Additional Services until receiving prior written authorization (in the form of a written Exhibit A Page 3 of 22 change order if Contracting Party is a contractor performing the Services) from the Contract Officer, or assigned designee, incorporating therein any adjustment in (i) the Contract Sum, and/or (ii) the time to perform this Agreement, which said adjustments are subject to the written approval of Contracting Party. It is expressly understood by Contracting Party that the provisions of this Section shall not apply to the Services specifically set forth in the Scope of Services or reasonably contemplated therein. It is specifically understood and agreed that oral requests and/or approvals of Additional Services shall be barred and are unenforceable. Failure of Contracting Party to secure the Contract Officer’s, or assigned designee’s written authorization for Additional Services shall constitute a waiver of any and all right to adjustment of the Contract Sum or time to perform this Agreement, whether by way of compensation, restitution, quantum meruit, or the like, for Additional Services provided without the appropriate authorization from the Contract Officer, or assigned designee. Compensation for properly authorized Additional Services shall be made in accordance with Section 2.3 of this Agreement. 1.8 Special Requirements. Additional terms and conditions of this Agreement, if any, which are made a part hereof are set forth in “Exhibit D” (the “Special Requirements”), which is incorporated herein by this reference and expressly made a part hereof. In the event of a conflict between the provisions of the Special Requirements and any other provisions of this Agreement, the provisions of the Special Requirements shall govern. 1.9 EXCEPT AS OTHERWISE EXPRESSLY PROVIDED IN THIS AGREEMENT, CONTRACTING PARTY HEREBY EXPRESSLY DISCLAIMS ALL WARRANTIES EITHER EXPRESS OR IMPLIED, RELATED TO SERVICES OR DELIVERABLES TO BE PROVIDED BY CONTRACTING PARTY HEREUNDER, INCLUDING, BUT NOT LIMITED TO, ANY WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, WARRANTY OF NONINFRINGEMENT, OR ANY WARRANTY RELATING TO THIRD PARTY PRODUCTS, EQUIPMENT AND SOFTWARE. 2. COMPENSATION. 2.1 Contract Sum. For the Services rendered pursuant to this Agreement, Contracting Party shall be compensated in accordance with “Exhibit B” (the “Schedule of Compensation”) in a total amount not to exceed Dollars ($00.00) per year for the life of the Agreement, encompassing the initial and any extended terms. (the “Contract Sum”), except as provided in Section 1.7. The method of compensation set forth in the Schedule of Compensation may include a lump sum payment upon completion, payment in accordance with the percentage of completion of the Services, payment for time and materials based upon Contracting Party’s rate schedule, but not exceeding the Contract Sum, or such other reasonable Exhibit A Page 4 of 22 methods as may be specified in the Schedule of Compensation. The Contract Sum shall include the attendance of Contracting Party at all project meetings reasonably deemed necessary by City; Contracting Party shall not be entitled to any additional compensation for attending said meetings. Compensation may include reimbursement for actual and necessary expenditures for reproduction costs, transportation expense, telephone expense, and similar costs and expenses when and if specified in the Schedule of Compensation. Exhibit A Page 5 of 22 Regardless of the method of compensation set forth in the Schedule of Compensation, Contracting Party’s overall compensation shall not exceed the Contract Sum, except as provided in Section 1.7 of this Agreement. 2.2 Method of Billing & Payment. Any month in which Contracting Party wishes to receive payment, Contracting Party shall submit to City no later than the tenth (10th) working day of such month, in the form approved by City’s Finance Director, an invoice for Services rendered prior to the date of the invoice. Such invoice shall (1) describe in detail the Services provided, including time and materials, and (2) specify each staff member who has provided Services and the number of hours assigned to each such staff member. Such invoice shall contain a certification by a principal member of Contracting Party specifying that the payment requested is for Services performed in accordance with the terms of this Agreement. Upon approval in writing by the Contract Officer, or assigned designee, and subject to retention pursuant to Section 8.3, City will pay Contracting Party for all items stated thereon which are approved by City pursuant to this Agreement no later than thirty (30) days after invoices are received by the City’s Finance Department. 2.3 Compensation for Additional Services. Additional Services approved in advance by the Contract Officer, or assigned designee, pursuant to Section 1.7 of this Agreement shall be paid for in an amount agreed to in writing by both City and Contracting Party in advance of the Additional Services being rendered by Contracting Party. Any compensation for Additional Services amounting to five percent (5%) or less of the Contract Sum may be approved by the Contract Officer, or assigned designee. Any greater amount of compensation for Additional Services must be approved by the La Quinta City Council, the City Manager, or Department Director, depending upon City laws, regulations, rules and procedures concerning public contracting. Under no circumstances shall Contracting Party receive compensation for any Additional Services unless prior written approval for the Additional Services is obtained from the Contract Officer, or assigned designee, pursuant to Section 1.7 of this Agreement. 3. PERFORMANCE SCHEDULE. 3.1 Time of Essence. Time is of the essence in the performance of this Agreement. If the Services not completed in accordance with the Schedule of Performance, as set forth in Section 3.2 and “Exhibit C”, it is understood that the City will suffer damage. 3.2 Schedule of Performance. All Services rendered pursuant to this Agreement shall be performed diligently and within the time period established in “Exhibit C” (the “Schedule of Performance”). Extensions to the Exhibit A Page 6 of 22 time period specified in the Schedule of Performance may be approved in writing by the Contract Officer, or assigned designee. 3.3 Force Majeure. The time period specified in the Schedule of Performance for performance of the Services rendered pursuant to this Agreement shall be extended because of any delays due to unforeseeable causes beyond the control and without the fault or negligence of Contracting Party, including, but not restricted to, acts of God or of the public enemy, fires, earthquakes, floods, epidemic, quarantine restrictions, riots, strikes, freight embargoes, acts of any governmental agency other than City, and unusually severe weather, if Contracting Party shall within ten (10) days of the commencement of such delay notify the Contract Officer, or assigned designee, in writing of the causes of the delay. The Contract Officer, or assigned designee, shall ascertain the facts and the extent of delay, and extend the time for performing the Services for the period of the forced delay when and if in the Contract Officer’s reasonable judgment such delay is justified, and the Contract Officer’s determination, or assigned designee, shall be final and conclusive upon the parties to this Agreement. Extensions to time period in the Schedule of Performance which are determined by the Contract Officer, or assigned designee, to be justified pursuant to this Section shall not entitle the Contracting Party to additional compensation in excess of the Contract Sum. 3.4 Term. Unless earlier terminated in accordance with the provisions in Article 8.0 of this Agreement, the term of this agreement shall commence on , and terminate on (“Initial Term”). This Agreement may be extended for additional year(s) upon mutual agreement by both parties (“Extended Term”). 4. COORDINATION OF WORK. 4.1 Representative of Contracting Party. The following principals of Contracting Party (“Principals”) are hereby designated as being the principals and representatives of Contracting Party authorized to act in its behalf with respect to the Services specified herein and make all decisions in connection therewith: (a) - Tel No. E-mail: (b) Tel No. Email: It is expressly understood that the experience, knowledge, capability, and reputation of the foregoing Principals were a substantial inducement for Exhibit A Page 7 of 22 City to enter into this Agreement. Therefore, the foregoing Principals shall be responsible during the term of this Agreement for directing all activities of Contracting Party and devoting sufficient time to personally supervise the Services hereunder. For purposes of this Agreement, the foregoing Principals may not be changed by Contracting Party and no other personnel may be assigned to perform the Services required hereunder without the express written approval of City. 4.2 Contract Officer. The “Contract Officer”, otherwise known as the [ENTER NAME OF DEPARTMENT MANAGER OR DIRECTOR] or assigned designee may be designated in writing by the City Manager of the City. It shall be Contracting Party’s responsibility to assure that the Contract Officer, or assigned designee, is kept informed of the progress of the performance of the Services, and Contracting Party shall refer any decisions, that must be made by City to the Contract Officer, or assigned designee. Unless otherwise specified herein, any approval of City required hereunder shall mean the approval of the Contract Officer, or assigned designee. The Contract Officer, or assigned designee, shall have authority to sign all documents on behalf of City required hereunder to carry out the terms of this Agreement. 4.3 Prohibition Against Subcontracting or Assignment. The experience, knowledge, capability, and reputation of Contracting Party, its principals, and its employees were a substantial inducement for City to enter into this Agreement. Except as set forth in this Agreement, Contracting Party shall not contract or subcontract with any other entity to perform in whole or in part the Services required hereunder without the express written approval of City. In addition, neither this Agreement nor any interest herein may be transferred, assigned, conveyed, hypothecated, or encumbered, voluntarily or by operation of law, without the prior written approval of City. Transfers restricted hereunder shall include the transfer to any person or group of persons acting in concert of more than 50 percent (50%) of the present ownership and/or control of Contracting Party, taking all transfers into account on a cumulative basis. Any attempted or purported assignment or contracting or subcontracting by Contracting Party without City’s express written approval shall be null, void, and of no effect. N o approved transfer shall release Contracting Party of any liability hereunder without the express consent of City. 4.4 Independent Contractor. Neither City nor any of its employees shall have any control over the manner, mode, or means by which Contracting Party, its agents, or its employees, perform the Services required herein, except as otherwise set forth herein. City shall have no voice in the selection, discharge, supervision, or control of Contracting Party’s employees, servants, Exhibit A Page 8 of 22 representatives, or agents, or in fixing their number or hours of service. Contracting Party shall perform all Services required herein as an independent contractor of City and shall remain at all times as to City a wholly independent contractor with only such obligations as are consistent with that role. Contracting Party shall not at any time or in any manner represent that it or any of its agents or employees are agents or employees of City. City shall not in any way or for any purpose become or be deemed to be a partner of Contracting Party in its business or otherwise or a joint venture or a member of any joint enterprise with Contracting Party. Contracting Party shall have no power to incur any debt, obligation, or liability on behalf of City. Contrac ting Party shall not at any time or in any manner represent that it or any of its agents or employees are agents or employees of City. Except for the Contract Sum paid to Contracting Party as provided in this Agreement, City shall not pay salaries, wages, or other compensation to Contracting Party for performing the Services hereunder for City. City shall not be liable for compensation or indemnification to Contracting Party for injury or sickness arising out of performing the Services hereunder. Notwithstanding any other City, state, or federal policy, rule, regulation, law, or ordinance to the contrary, Contracting Party and any of its employees, agents, and subcontractors providing services under this Agreement shall not qualify for or become entitled to any compensation, benefit, or any incident of employment by City, including but not limited to eligibility to enroll in the California Public Employees Retirement System (“PERS”) as an employee of City and entitlement to any contribution to be paid by City for employer contributions and/or employee contributions for PERS benefits. Contracting Party agrees to pay all required taxes on amounts paid to Contracting Party under this Agreement, and to indemnify and hold City harmless from any and all taxes, assessments, penalties, and interest asserted against City by reason of the independent contractor relationship created by this Agreement. Contracting Party shall fully comply with the workers’ compensation laws regarding Contracting Party and Contracting Party’s employees. Contracting Party further agrees to indemnify and hold City harmless from any failure of Contracting Party to comply with applicable workers’ compensation laws. 4.5 Identity of Persons Performing Work. Contracting Party represents that it employs or will employ at its own expense all personnel required for the satisfactory performance of any and all of the Services set forth herein. Contracting Party represents that the Services required herein will be performed by Contracting Party or under its direct supervision, and that all personnel engaged in such work shall be fully qualified and shall be Exhibit A Page 9 of 22 authorized and permitted under applicable State and local law to perform such tasks and services. 4.6 City Cooperation. City shall provide Contracting Party with any plans, publications, reports, statistics, records, or other data or information pertinent to the Services to be performed hereunder which are reasonably available to Contracting Party only from or through action by City. 5. INSURANCE. 5.1 Insurance. Prior to the beginning of any Services under this Agreement and throughout the duration of the term of this Agreement, Contracting Party shall procure and maintain, at its sole cost and expense, and submit concurrently with its execution of this Agreement, policies of insurance as set forth in “Exhibit E” (the “Insurance Requirements”) which is incorporated herein by this reference and expressly made a part hereof. 5.2 Proof of Insurance. Contracting Party shall provide Certificate of Insurance to Agency along with all required endorsements. Certificate of Insurance and endorsements must be approved by Agency’s Risk Manager prior to commencement of performance. 6. INDEMNIFICATION & LIMITATION LIABILITY. 6.1 Indemnification. To the fullest extent permitted by law, Contracting Party shall indemnify, protect, defend (with counsel selected by Contracting Party), and hold harmless City and any and all of its officers, employees, agents, and volunteers as set forth in “Exhibit F” (“Indemnification”) which is incorporated herein by this reference and expressly made a part hereof. 6.2 NEITHER PARTY WILL BE LIABLE FOR ANY SPECIAL, PUNITIVE, INDIRECT, INCIDENTAL OR CONSEQUENTIAL DAMAGES INCLUDING, BUT NOT LIMITED TO, LOSS OF OR DAMAGE TO DATA, LOSS OF ANTICIPATED REVENUE OR PROFITS, WORK STOPPAGE OR IMPAIRMENT OF OTHER ASSETS, WHETHER OR NOT FORESEEABLE AND WHETHER OR NOT A PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. 6.3 EXCEPT IN THE CASE OF A PARTY’S OBLIGATION TO INDEMNIFY FOR THIRD PARTY CLAIMS, EITHER PARTY’S TOTAL CUMULATIVE LIABILITY TO THE OTHER IN CONNECTION WITH THIS AGREEMENT, WHETHER IN CONTRACT, TORT OR OTHER THEORY, WILL NOT EXCEED THE TOTAL AMOUNT OF FEES ACTUALLY PAID OR PAYABLE BY THE CITY TO CONTRACTING PARTY UNDER THIS AGREEMENT FOR THE YEAR PREVIOUS TO THE INCIDENT WHICH GAVE CAUSE FOR SUCH LIABILITY. CITY ACKNOWLEDGES THAT SUCH AMOUNT REFLECTS THE ALLOCATION OF RISK Exhibit A Page 10 of 22 SET FORTH IN THIS AGREEMENT AND THAT CONTRACTING PARTY WOULD NOT ENTER INTO THIS AGREEMENT WITHOUT THESE LIMITATIONS ON ITS LIABILITY. 7. RECORDS AND REPORTS. 7.1 Reports. Contracting Party shall periodically prepare and submit to the Contract Officer, or assigned designee, such reports concerning Contracting Party’s performance of the Services required by this Agreement as the Contract Officer, or assigned designee, shall require. Contracting Party hereby acknowledges that City is greatly concerned about the cost of the Services to be performed pursuant to this Agreement. For this reason, Contracting Party agrees that if Contracting Party becomes aware of any facts, circumstances, techniques, or events that may or will materially increase or decrease the cost of the Services contemplated herein or, if Contracting Party is providing design services, the cost of the project being designed, Contracting Party shall promptly notify the Contract Officer, or assigned designee, of said fact, circumstance, technique, or event and the estimated increased or decreased cost related thereto and, if Contracting Party is Exhibit A Page 11 of 22 providing design services, the estimated increased or decreased cost estimate for the project being designed. 7.2 Records. Contracting Party shall keep, and require any subcontractors to keep, such ledgers, books of accounts, invoices, vouchers, canceled checks, reports (including but not limited to payroll reports), studies, or other documents directly relating to the disbursements charged to City and the Services performed hereunder (the “Books and Records”), as shall be necessary to perform the Services required by this Agreement and enable the Contract Officer, or assigned designee, to evaluate the performance of such Services. Any and all such Books and Records shall be maintained in accordance with generally accepted accounting principles and shall be complete and detailed. The Contract Officer, or assigned designee, shall have, at a maximum of one (1) time per calendar year (unless otherwise mandated by law), reasonable access to such Books and Records upon thirty (30) days notice during normal business hours of City, including the right to inspect, copy, audit, and make records and transcripts from such Books and Records. Such Books and Records shall be maintained for a period of three (3) years following completion of the Services hereunder, and City shall have access to such Books and Records in the event any audit is required. In the event of dissolution of Contracting Party’s business, custody of the Books and Records may be given to City, and access shall be provided by Contracting Party’s successor in interest. Under California Government Code Section 8546.7, if the amount of public funds expended under this Agreement exceeds Ten Thousand Dollars ($10,000.00), this Agreement shall be subject to the examination and audit of the State Auditor, at the request of City or as part of any audit of City, for a period of three (3) years after final payment under this Agreement. 7.3 Ownership of Documents. All drawings, specifications, maps, designs, photographs, studies, surveys, data, notes, computer files, reports, records, documents, and other materials plans, drawings, estimates, test data, survey results, models, renderings, and other documents or works of authorship fixed in any tangible medium of expression, including but not limited to, physical drawings, digital renderings, or data stored digitally, magnetically, or in any other medium prepared or caused to be prepared by Contracting Party, its employees, subcontractors, and agents in the performance of this Agreement (the “Documents and Materials”) shall be the property of City and shall be delivered to City upon request of the Contract Officer, or assigned designee, or upon the expiration or termination of this Agreement, and Contracting Party shall have no claim for further employment or additional compensation as a result of the exercise by City of its full rights of ownership use, reuse, or assignment of the Documents and Materials hereunder. Any use, reuse or assignment of such completed Documents and Materials for other projects and/or use of uncompleted documents without Exhibit A Page 12 of 22 specific written authorization by Contracting Party will be at City’s sole risk and without liability to Contracting Party, and Contracting Party’s guarantee and warranties shall not extend to such use, revise, or assignment. Contracting Party may retain copies of such Documents and Materials for its own use. Contracting Party shall have an unrestricted right to use the concepts embodied therein. All subcontractors shall provide for assignment to City of any Documents and Materials prepared by them, and in the event Contracting Party fails to secure such assignment, Contracting Party shall indemnify City for all damages resulting therefrom. 7.4 In the event City or any person, firm, or corporation authorized by City reuses said Documents and Materials without written verification or adaptation by Contracting Party for the specific purpose intended and causes to be made or makes any changes or alterations in said Documents and Materials, City hereby releases, discharges, and exonerates Contracting Party from liability resulting from said change. The provisions of this clause shall survive the termination or expiration of this Agreement and shall thereafter remain in full force and effect. 7.5 Licensing of Intellectual Property. This Agreement creates a non- exclusive and perpetual license for City to copy, use, modify, reuse, or sublicense any and all copyrights, designs, rights of reproduction, and other intellectual property embodied in the Documents and Materials. Contracting Party shall require all subcontractors, if any, to agree in writing that City is granted a non-exclusive and perpetual license for the Documents and Materials the subcontractor prepares under this Agreement. Contracting Party represents and warrants that Contracting Party has the legal right to license any and all of the Documents and Materials. Contracting Party makes no such representation and warranty in regard to the Documents and Materials which were prepared by third parties or provided to Contracting Party by City. City shall not be limited in any way in its use of the Documents and Materials at any time, provided that any such use not within the purposes intended by this Agreement shall be at City’s sole risk. 7.6 Release of Documents. The Documents and Materials shall not be released publicly without the prior written approval of the Contract Officer, or assigned designee, or as required by law. Contracting Party shall not disclose to any other entity or person any information regarding the activities of City, except as required by law or as authorized by City. 7.7 Confidential or Personal Identifying Information. Contracting Party covenants that all City data, data lists, trade secrets, documents with personal identifying information, documents that are not public records, draft documents, discussion notes, or other information, if any, developed or Exhibit A Page 13 of 22 received by Contracting Party or provided for performance of this Agreement are deemed confidential and shall not be disclosed by Contracting Party to any person or entity without prior written authorization by City or unless required by law. City shall grant authorization for disclosure if required by any lawful administrative or legal proceeding, court order, or similar directive with the force of law. All City data, data lists, trade secrets, documents with personal identifying information, documents that are not public records, draft documents, discussions, or other information shall be returned to City upon the termination or expiration of this Agreement. Contracting Party’s covenant under this section shall survive the termination or expiration of this Agreement. 8. ENFORCEMENT OF AGREEMENT. 8.1 California Law. This Agreement shall be interpreted, construed, and governed both as to validity and to performance of the parties in accordance with the laws of the State of California. Legal actions concerning any dispute, claim, or matter arising out of or in relation to this Agreement shall be instituted in the Superior Court of the County of Riverside, State of California, or any other appropriate court in such county, and Contracting Party covenants and agrees to submit to the personal jurisdiction of such court in the event of such action. 8.2 Disputes. In the event of any dispute arising under this Agreement, the injured party shall notify the injuring party in writing of its contentions by submitting a claim therefore. The injured party shall continue performing its obligations hereunder so long as the injuring party commences to cure such default within ten (10) days of service of such notice and completes the cure of such default within forty-five (45) days after service of the notice, or such longer period as may be permitted by the Contract Officer, or assigned designee; provided that if the default is an immediate danger to the health, safety, or general welfare, City may take such immediate action as City deems warranted. Compliance with the provisions of this Section shall be a condition precedent to termination of this Agreement for cause and to any legal action, and such compliance shall not be a waiver of any party’s right to take legal action in the event that the dispute is not cured, provided that nothing herein shall limit City’s right to terminate this Agreement without cause pursuant to this Article 8.0. During the period of time that Contracting Party is in default, City shall hold all invoices related to the default and shall, when the default is cured, proceed with payment on the invoices. In the alternative, City may, in its sole discretion, elect to pay some or all of such outstanding invoices during any period of default. 8.3 Waiver. No delay or omission in the exercise of any right or remedy of a non-defaulting party on any default shall impair such right or remedy or be construed as a waiver. City’s consent or approval of any act by Exhibit A Page 14 of 22 Contracting Party requiring City’s consent or approval shall not be deemed to waive or render unnecessary City’s consent to or approval of any subsequent act of Contracting Party. Any waiver by either party of any default must be in writing and shall not be a waiver of any other default concerning the same or any other provision of this Agreement. 8.4 Rights and Remedies are Cumulative. Except with respect to rights and remedies expressly declared to be exclusive in this Agreement, the rights and remedies of the parties are cumulative and the exercise by either party of one or more of such rights or remedies shall not preclude the exercise by it, at the same or different times, of any other rights or remedies for the same default or any other default by the other party. 8.5 Legal Action. In addition to any other rights or remedies, either party may take legal action, at law or at equity, to cure, correct, or remedy any default, to recover damages for any default, to compel specific performance of this Agreement, to obtain declaratory or injunctive relief, or to obtain any other remedy consistent with the purposes of this Agreement. 8.6 Termination Prior To Expiration of Term. This Section shall govern any termination of this Agreement, except as specifically provided in the following Section for termination for cause. City reserves the right to terminate this Agreement at any time, with or without cause, upon thirty (30) days’ written notice to Contracting Party. Upon receipt of any notice of termination, Contracting Party shall immediately cease all Services hereunder except such as may be specifically approved by the Contract Officer, or assigned designee. Contracting Party shall be entitled to compensation for all Services rendered and actual expenses incurred up to the date of termination and for any Services authorized by the Contract Officer, or assigned designee, thereafter in accordance with the Schedule of Compensation or such as may be approved by the Contract Officer, or assigned designee, except amounts held as a retention pursuant to this Agreement. Notwithstanding the provisions of this section, a termination for convenience shall have no effect with respect to any fixed term annual or subscription services. 8.7 Termination for Default of Contracting Party. If termination is due to the failure of Contracting Party to fulfill its obligations under this Agreement, Contracting Party shall vacate any City-owned property which Contracting Party is permitted to occupy hereunder and City may, after compliance with the provisions of Section 8.2, take over the Services and prosecute the same Exhibit A Page 15 of 22 to completion by contract or otherwise. 9. CITY OFFICERS AND EMPLOYEES; NONDISCRIMINATION. 9.1 Non-liability of City Officers and Employees. No officer, official, employee, agent, representative, or volunteer of City shall be personally liable to Contracting Party, or any successor in interest, in the event or any default or breach by City or for any amount which may become due to Contracting Party or to its successor, or for breach of any obligation of the terms of this Agreement. 9.2 Conflict of Interest. Contracting Party covenants that neither it, nor any officer or principal of it, has or shall acquire any interest, directly or indirectly, which would conflict in any manner with the interests of City or which would in any way hinder Contracting Party’s performance of the Services under this Agreement. Contracting Party further covenants that in the performance of this Agreement, no person having any such interest shall be employed by it as an officer, employee, agent, or subcontractor without the express written consent of the Contract Officer, or assigned designee. Contracting Party agrees to at all times avoid conflicts of interest or the appearance of any conflicts of interest with the interests of City in the performance of this Agreement. Exhibit A Page 16 of 22 No officer or employee of City shall have any financial interest, direct or indirect, in this Agreement nor shall any such officer or employee participate in any decision relating to this Agreement which effects his financial interest or the financial interest of any corporation, partnership or association in which he is, directly or indirectly, interested, in violation of any State statute or regulation. Contracting Party warrants that it has not paid or given and will not pay or give any third party any money or other consideration for obtaining this Agreement. 9.3 Covenant against Discrimination. Contracting Party covenants that, by and for itself, its heirs, executors, assigns, and all persons claiming under or through them, that there shall be no discrimination against or segregation of, any person or group of persons on account of any impermissible classification including, but not limited to, race, color, creed, religion, sex, marital status, sexual orientation, national origin, or ancestry in the performance of this Agreement. Contracting Party shall take affirmative action to ensure that applicants are employed and that employees are treated during employment without regard to their race, color, creed, religion, sex, marital status, sexual orientation, national origin, or ancestry. 10. MISCELLANEOUS PROVISIONS. 10.1 Notice. Any notice, demand, request, consent, approval, or communication either party desires or is required to give the other party or any other person shall be in writing and either served personally or sent by prepaid, first-class mail to the address set forth below. Either party may change its address by notifying the other party of the change of address in writing. Notice shall be deemed communicated forty-eight (48) hours from the time of mailing if mailed as provided in this Section. To City: CITY OF LA QUINTA Attention: Insert Contract Officer 78495 Calle Tampico La Quinta, California 92253 To Contracting Party: SHI INTERNATIONAL CORP. Contracts Department 290 Davidson Avenue Somerset, NJ 08873 10.2 Interpretation. The terms of this Agreement shall be construed in accordance with the meaning of the language used and shall not be construed for or against either party by reason of the authorship of this Agreement or any other rule of construction which might otherwise apply. Exhibit A Page 17 of 22 10.3 Section Headings and Subheadings. The section headings and subheadings contained in this Agreement are included for convenience only and shall not limit or otherwise affect the terms of this Agreement. 10.4 Counterparts. This Agreement may be executed in counterparts, each of which shall be deemed to be an original, and such counterparts shall constitute one and the same instrument 10.5 Integrated Agreement. This Agreement including the exhibits hereto is the entire, complete, and exclusive expression of the understanding of the parties. It is understood that there are no oral agreements between the parties hereto affecting this Agreement and this Agreement supersedes and cancels any and all previous negotiations, arrangements, agreements, and understandings, if any, between the parties, and none shall be used to interpret this Agreement. 10.6 Amendment. No amendment to or modification of this Agreement shall be valid unless made in writing and approved by Contracting Party and by the City Council of City. The parties agree that this requirement for written modifications cannot be waived and that any attempted waiver shall be void. 10.7 Severability. In the event that any one or more of the articles, phrases, sentences, clauses, paragraphs, or sections contained in this Agreement shall be declared invalid or unenforceable, such invalidity or unenforceability shall not affect any of the remaining articles, phrases, sentences, clauses, paragraphs, or sections of this Agreement which are hereby declared as severable and shall be interpreted to carry out the intent of the parties hereunder unless the invalid provision is so material that its invalidity deprives either party of the basic benefit of their bargain or renders this Agreement meaningless. 10.8 Unfair Business Practices Claims. In entering into this Agreement, Contracting Party offers and agrees to assign to City all rights, title, and interest in and to all causes of action it may have under Section 4 of the Clayton Act (15 U.S.C. § 15) or under the Cartwright Act (Chapter 2, (commencing with Section 16700) of Part 2 of Division 7 of the Business and Professions Code), arising from purchases of goods, services, or materials related to this Agreement. This assignment shall be made and become effective at the time City renders final payment to Contracting Party without further acknowledgment of the parties. 10.9 No Third-Party Beneficiaries. With the exception of the specific provisions set forth in this Agreement, there are no intended third -party beneficiaries under this Agreement and no such other third parties shall have any rights or obligations hereunder. Exhibit A Page 18 of 22 10.10 Authority. The persons executing this Agreement on behalf of each of the parties hereto represent and warrant that (i) such party is duly organized and existing, (ii) they are duly authorized to execute and deliver this Agreement on behalf of said party, (iii) by so executing this Agreement, such party is formally bound to the provisions of this Agreement, and (iv) that entering into this Agreement does not violate any provision of any other Agreement to which said party is bound. This Agreement shall be binding upon the heirs, executors, administrators, successors, and assigns of the parties. [SIGNATURES ON FOLLOWING PAGE] Exhibit A Page 19 of 22 IN WITNESS WHEREOF, the parties have executed this Agreement as of the dates stated below. CITY OF LA QUINTA, a California Municipal Corporation FRANK J. SPEVACEK, City Manager City of La Quinta, California Dated: CONTRACTING PARTY: By: Name: Title: ATTEST: By: Name: Title: MONIKA RADEVA, City Clerk La Quinta, California APPROVED AS TO FORM: WILLIAM H. IHRKE, City Attorney City of La Quinta, California Exhibit A Page 20 of 22 Exhibit A Scope of Services 1. Services to be Provided: [TO BE PROVIDED BY STAFF (include location of work)] 2. Performance Standards: [TO BE PROVIDED BY STAFF] OR [See Attached] Exhibit A Page 21 of 22 ADDENDUM TO AGREEMENT Re: Scope of Services If the Scope of Services include construction, alteration, demolition, installation, repair, or maintenance affecting real property or structures or improvements of any kind appurtenant to real property, the following apply: 1. Prevailing Wage Compliance. If Contracting Party is a contractor performing public works and maintenance projects, as described in this Section 1.3, Contracting Party shall comply with applicable Federal, State, and local laws. Contracting Party is aware of the requirements of California Labor Code Sections 1720, et seq., and 1770, et seq., as well as California Code of Regulations, Title 8, Sections 16000, et seq., (collectively, the “Prevailing Wage Laws”), and La Quinta Municipal Code Section 3.12.040, which require the payment of prevailing wage rates and the performance of other requirements on “Public works” and “Maintenance” projects. If the Services are being performed as part of an applicable “Public works” or “Maintenance” project, as defined by the Prevailing Wage Laws, and if construction work over twenty-five thousand dollars ($25,000.00) and/or alterations, demolition, repair or maintenance work over fifteen thousand dollars ($15,000.00) is entered into or extended on or after January 1, 2015 by this Agreement, Contracting Party agrees to fully comply with such Prevailing Wage Laws including, but not limited to, requirements related to the maintenance of payroll records and the employment of apprentices. Pursuant to California Labor Code Section 1725.5, no contractor or subcontractor may be awarded a contract for public work on a “Public works” project unless registered with the California Department of Industrial Relations (“DIR”) at the time the contract is awarded. If the Services are being performed as part of an applicable “Public works” or “Maintenance” project, as defined by the Prevailing Wage Laws, this project is subject to compliance monitoring and enforcement by the DIR. Contracting Party will maintain and will require all subcontractors to maintain valid and current DIR Public Works contractor registration during the term of this Agreement. Contracting Party shall notify City in writing immediately, and in no case more than twenty-four (24) hours, after receiving any information that Contracting Party’s or any of its subcontractor’s DIR registration status has been suspended, revoked, expired, or otherwise changed. It is understood that it is the responsibility of Contracting Party to determine the correct salary scale. Contracting Party shall make copies of the prevailing rates of per diem wages for each craft, classification, or type of worker needed to execute the Services available to interested parties upon request, and shall post copies at Contracting Party’s principal place of business and at the project site, if any. The statutory penalties for failure to pay prevailing wage or to comply with State wage and hour laws will be enforced. Contracting Party must forfeit to City TWENTY- Exhibit A Page 22 of 22 FIVE DOLLARS ($25.00) per day for each worker who works in excess of the minimum working hours when Contracting Party does not pay overtime. In accordance with the provisions of Labor Code Sections 1810 et seq., eight (8) hours is the legal working day. Contracting Party also shall comply with State law requirements to maintain payroll records and shall provide for certified records and inspection of records as required by California Labor Code Section 1770 et seq., including Section 1776. In addition to the other indemnities provided under this Agreement, Contracting Party shall defend (with counsel selected by City), indemnify, and hold City, its elected officials, officers, employees, and agents free and harmless from any claim or liability arising out of any failure or alleged failure to comply with the Prevailing Wage Laws. It is agreed by the parties that, in connection with performance of the Services, including, without limitation, any and all “Public works” (as defined by the Prevailing Wage Laws), Contracting Party shall bear all risks of payment or non-payment of prevailing wages under California law and/or the implementation of Labor Code Section 1781, as the same may be amended from time to time, and/or any other similar law. Contracting Party acknowledges and agrees that it shall be independently responsible for reviewing the applicable laws and regulations and effectuating compliance with such laws. Contracting Party shall require the same of all subcontractors. 2. Retention. RESERVED. 3. Utility Relocation. City is responsible for removal, relocation, or protection of existing main or trunk-line utilities to the extent such utilities were not identified in the invitation for bids or specifications. City shall reimburse Contracting Party for any costs incurred in locating, repairing damage not caused by Contracting Party, and removing or relocating such unidentified utility facilities. Contracting Party shall not be assessed liquidated Exhibit A Page 23 of 22 damages for delay arising from the removal or relocation of such unidentified utility facilities. 4. Trenches or Excavations. Pursuant to California Public Contract Code Section 7104, in the event the work included in this Agreement requires excavations more than four (4) feet in depth, the following shall apply: (a) Contracting Party shall promptly, and before the following conditions are disturbed, notify City, in writing, of any: (1) material that Contracting Party believes may be material that is hazardous waste, as defined in Section 25117 of the Health and Safety Code, that is required to be removed to a Class I, Class II, or Class III disposal site in accordance with provisions of existing law; (2) subsurface or latent physical conditions at the site different from those indicated by information about the site made available to bidders prior to the deadline for submitting bids; or (3) unknown physical conditions at the site of any unusual nature, different materially from those ordinarily encountered and generally recognized as inherent in work of the character provided for in the Agreement. (b) City shall promptly investigate the conditions, and if it finds that the conditions do materially so differ, or do involve hazardous waste, and cause a decrease or increase in Contracting Party’s cost of, or the time required for, performance of any part of the work shall iss ue a change order per Section 1.8 of the Agreement. (c) in the event that a dispute arises between City and Contracting Party whether the conditions materially differ, or involve hazardous waste, or cause a decrease or increase in Contracting Party’s cost of, or time required for, performance of any part of the work, Contracting Party shall not be excused from any scheduled completion date provided for by this Agreement, but shall proceed with all work to be performed under this Agreement. Contracting Party shall retain any and all rights provided either by contract or by law which pertain to the resolution of disputes and protests between the contracting Parties. 5. Safety. Contracting Party shall execute and maintain its work so as to avoid injury or damage to any person or property. In carrying out the Services, Contracting Party shall at all times be in compliance with all applicable local, state, and federal laws, rules and regulations, and shall exercise all necessary precautions for the safety of employees appropriate to the nature of the work and the conditions under which the work is to be performed. Safety precautions as applicable shall include, but shall not be limited to: (A) adequate life protection and lifesaving equipment and procedures; (B) instructions in accident prevention for all employees and subcontractors, such as safe walkways, scaffolds, fall protection ladders, Exhibit A Page 24 of 22 bridges, gang planks, confined space procedures, trenching and shoring, equipment and other safety devices, equipment and wearing apparel as are necessary or lawfully required to prevent accidents or injuries; and (C) adequate facilities for the proper inspection and maintenance of all safety measures. Exhibit B Page 1 of 1 Exhibit B Schedule of Compensation With the exception of compensation for Additional Services, provided for in Section 2.3 of this Agreement, the maximum total compensation to be paid to Contracting Party under this Agreement is not to exceed ($ ) (“Contract Sum”). The Contract Sum shall be paid to Contracting Party in installment payments made on a monthly basis and in an amount identified in Contracting Party’s schedule of compensation attached hereto for the work tasks performed and properly invoiced by Contracting Party in conformance with Section 2.2 of this Agreement. Exhibit C Page 1 of 1 Exhibit C Schedule of Performance Contracting Party shall complete all services identified in the Scope of Services, Exhibit A of this Agreement, in accordance with the Project Schedule, attached hereto and incorporated herein by this reference. Exhibit D Page 1 of 1 Exhibit D Special Requirements [insert Special Requirements or indicate “None” if there are none] Exhibit E Page 1 of 7 Exhibit E Insurance Requirements E.1 Insurance. Prior to the beginning of and throughout the duration of this Agreement, the following policies shall be maintained and kept in full force and effect providing insurance with minimum limits as indicated below and issued by insurers with A.M. Best ratings of no less than A-VI: Commercial General Liability (at least as broad as ISO CG 0001) $1,000,000 (per occurrence) $2,000,000 (general aggregate) Must include the following endorsements: General Liability Additional Insured General Liability Primary and Non-contributory Commercial Auto Liability (at least as broad as ISO CA 0001) $1,000,000 (per accident) Personal Auto Declaration Page if applicable Errors and Omissions Liability $1,000,000 (per claim and aggregate) Workers’ Compensation (per statutory requirements) Must include the following endorsements: Workers Compensation with Waiver of Subrogation Workers Compensation Declaration of Sole Proprietor if applicable Cyber Liability $1,000,000 (per occurrence) $2,000,000 (general aggregate) Contracting Party shall procure and maintain, at its cost, and submit concurrently with its execution of this Agreement, Commercial General Liability insurance against all claims for injuries against persons or damages to property resulting from Contracting Party’s acts or omissions rising out of or related to Contracting Party’s performance under this Agreement. The insurance policy shall contain a severability of interest clause providing that the coverage shall be primary for losses arising out of Contracting Party’s performance hereunder and neither City nor its insurers shall be required to contribute to any such loss. An endorsement evidencing the foregoing and naming the City and its officers and employees as additional insured (on the Commercial General Liability policy only) must be submitted concurrently with Exhibit E Page 2 of 7 the execution of this Agreement and approved by City prior to commencement of the services hereunder. Contracting Party shall carry automobile liability insurance of $1,000,000 per accident against all claims for injuries against persons or damages to property arising out of the use of any automobile by Contracting Party, its officers, any person directly or indirectly employed by Contracting Party, any subcontractor or agent, or anyone for whose acts any of them may be liable, arising directly or indirectly out of or related to Contracting Party’s performance under this Agreement. If Contracting Party or Contracting Party’s employees will use personal autos in any way on this project, Contracting Party shall provide evidence of personal auto liability coverage for each such person. The term “automobile” includes, but is not limited to, a land motor vehicle, trailer or semi-trailer designed for travel on public roads. The automobile insurance policy shall contain a severability of interest clause providing that coverage shall be primary for losses arising out of Contracting Party’s performance hereunder and neither City nor its insurers shall be required to contribute to such loss. Professional Liability or Errors and Omissions Insurance as appropriate shall be written on a policy form coverage specifically designed to protect against acts, errors or omissions of the Contracting Party and “Covered Professional Services” as designated in the policy must specifically include work performed under this agreement. The policy limit shall be no less than $1,000,000 per claim and in the aggregate. The policy must “pay on behalf of” the insured and must include a provision establishing the insurer’s duty to defend. The policy retroactive date shall be on or before the effective date of this agreement. Contracting Party shall carry Workers’ Compensation Insurance in accordance with State Worker’s Compensation laws with employer’s liability limits no less than $1,000,000 per accident or disease. Contracting Party shall procure and maintain Cyber Liability insurance with limits of $1,000,000 per occurrence/loss which shall include the following coverage: a. Liability arising from the theft, dissemination and/or use of confidential or personally identifiable information; including credit monitoring and regulatory fines arising from such theft, dissemination or use of the confidential information. b. Network security liability arising from the unauthorized use of, access to, or tampering with computer systems. Exhibit E Page 3 of 7 c. d. Electronic Media Liability arising from personal injury, plagiarism or misappropriation of ideas, domain name infringement or improper deep-linking or framing, and infringement or violation of intellectual property rights. e. If coverage is maintained on a claims-made basis, Contracting Party shall maintain such coverage for an additional period of three (3) years following termination of the contract. Contracting Party shall provide written notice to City within ten (10) working days if: (1) any of the required insurance policies is terminated; (2) the limits of any of the required polices are reduced; or (3) the deductible or self-insured retention is increased. In the event any of said policies of insurance are cancelled, Contracting Party shall, prior to the cancellation date, submit new evidence of insurance in conformance with this Exhibit to the Contract Officer. The procuring of such insurance or the delivery of policies or certificates evidencing the same shall not be construed as a limitation of Contracting Party’s obligation to indemnify City, its officers, employees, contractors, subcontractors, or agents. E.2 Remedies. In addition to any other remedies City may have if Contracting Party fails to provide or maintain any insurance policies or policy endorsements to the extent and within the time herein required, City may, at its sole option: a. Obtain such insurance and deduct and retain the amount of the premiums for such insurance from any sums due under this Agreement. b. Order Contracting Party to stop work under this Agreement and/or withhold any payment(s) which become due to Contracting Party hereunder until Contracting Party demonstrates compliance with the requirements hereof. c. Terminate this Agreement. Exercise of any of the above remedies, however, is an alternative to any other remedies City may have. The above remedies are not the exclusive remedies for Contracting Party’s failure to maintain or secure appropriate Exhibit E Page 4 of 7 policies or endorsements. Nothing herein contained shall be construed as limiting in any way the extent to which Contracting Party may be held responsible for payments of damages to persons or property resulting from Contracting Party’s or its subcontractors’ performance of work under this Agreement. E.3 General Conditions Pertaining to Provisions of Insurance Coverage by Contracting Party. Contracting Party and City agree to the following with respect to insurance provided by Contracting Party: 1. Contracting Party agrees to have its insurer endorse the third party general liability coverage required herein to include as additional insureds City, its officials, employees, and agents, using standard ISO endorsement No. CG 2010 with an edition prior to 1992. Contracting Party also agrees to require all contractors, and subcontractors to do likewise. 2. No liability insurance coverage provided to comply with this Agreement shall prohibit Contracting Party, or Contracting Party’s employees, or agents, from waiving the right of subrogation prior to a loss. Contracting Party agrees to waive subrogation rights against City regardless of the applicability of any insurance proceeds, and to require all contractors and subcontractors to do likewise. 3. All insurance coverage and limits provided by Contracting Party and available or applicable to this Agreement are intended to apply to the full extent of the policies. Nothing contained in this Agreement or any other agreement relating to City or its operations limits the application of such insurance coverage. 4. None of the coverages required herein will be in compliance with these requirements if they include any limiting endorsement of any kind that has not been first submitted to City and approved of in writing. 5. No liability policy shall contain any provision or definition that would serve to eliminate so-called “third party action over” claims, including any exclusion for bodily injury to an employee of the insured or of any contractor or subcontractor. 6. All coverage types and limits required are subject to approval, modification and additional requirements by the City, as the need arises. Contracting Party shall not make any reductions in scope of coverage (e.g. elimination of contractual liability or reduction of discovery period) that may affect City’s protection without City’s prior written consent. Exhibit E Page 5 of 7 7. Proof of compliance with these insurance requirements, consisting of certificates of insurance evidencing all the coverages required and an additional insured endorsement to Contracting Party’s general liability policy, shall be delivered to City at or prior to the execution of this Agreement. In the event such proof of any insurance is not delivered as required, or in the event such insurance is canceled at any time and no replacement coverage is provided, City has the right, but not the duty, to obtain any insurance it deems necessary to protect its interests under this or any other agreement and to pay the premium. 8. It is acknowledged by the parties of this agreement that all insurance coverage required to be provided by Contracting Party or any subcontractor, is intended to apply first and on a primary, non -contributing basis in relation to any other insurance or self-insurance available to City. 9. Contracting Party agrees to ensure that subcontractors, and any other party involved with the project that is brought onto or involved in the project by Contracting Party, provide the same minimum insurance coverage required of Contracting Party. Contracting Party agrees to monitor and review all such coverage and assumes all responsibility for ensuring that such coverage is provided in conformity with the requirements of this section. Contracting Party agrees that upon request, all agreements with subcontractors and others engaged in the project will be submitted to City for review. 10. Contracting Party agrees not to self-insure or to use any self- insured retentions or deductibles on any portion of the insurance required herein (with the exception of professional liability coverage, if required) and further agrees that it will not allow any contractor, subcontractor, Architect, Engineer or other entity or person in any way involved in the performance of work on the project contemplated by this agreement to self-insure its obligations to City. If Contracting Party’s existing coverage includes a deductible or self-insured retention, the deductible or self-insured retention must be declared to the City. At that time the Ci ty shall review options with the Contracting Party, which may include reduction or elimination of the deductible or self-insured retention, substitution of other coverage, or other solutions. 11. For purposes of applying insurance coverage only, this Agreement will be deemed to have been executed immediately upon any party hereto taking any steps that can be deemed to be in furtherance of or towards performance of this Agreement. 12. Contracting Party acknowledges and agrees that any actual or alleged failure on the part of City to inform Contracting Party of non- compliance with any insurance requirement in no way imposes any additional Exhibit E Page 6 of 7 obligations on City nor does it waive any rights hereunder in this or any other regard. 13. Contracting Party will renew the required coverage annually as long as City, or its employees or agents face an exposure from operations of any type pursuant to this agreement. This obligation applies whether the agreement is canceled or terminated for any reason. Termination of this obligation is not effective until City executes a written statement to that effect. 14. Upon request, Contracting Party shall provide proof that policies of insurance required herein expiring during the term of this Agreement have been renewed or replaced with other policies providing at least the same coverage. Proof that such coverage has been ordered shall be submitted prior to expiration. A coverage binder or letter from Contracting Party’s insurance agent to this effect is acceptable. A certificate of insurance and an additional insured endorsement is required in these specifications applicable to the renewing or new coverage must be provided to City within ten (10) days of the expiration of coverages. 15. The provisions of any workers’ compensation or similar act will not limit the obligations of Contracting Party under this agreement. Contracting Party expressly agrees not to use any statutory immunity defenses under such laws with respect to City, its employees, officials, and agents. 16. Requirements of specific coverage features, or limits contained in this section are not intended as limitations on coverage, limits or other requirements nor as a waiver of any coverage normally provided by any given policy. Specific reference to a given coverage feature is for purposes of clarification only as it pertains to a given issue and is not intended by any party or insured to be limiting or all-inclusive. 17. These insurance requirements are intended to be separate and distinct from any other provision in this Agreement and are intended by the parties here to be interpreted as such. Exhibit E Page 7 of 7 18. The requirements in this Exhibit supersede all other sections and provisions of this Agreement to the extent that any other section or provision conflicts with or impairs the provisions of this Exhibit. 19. Contracting Party agrees to be responsible for ensuring that no contract used by any party involved in any way with the project reserves the right to charge City or Contracting Party for the cost of additional insurance coverage required by this agreement. Any such provisions are to be deleted with reference to City. It is not the intent of City to reimburse any third party for the cost of complying with these requirements. There shall be no recourse against City for payment of premiums or other amounts with respect thereto. 20. Contracting Party agrees to provide immediate notice to City of any claim or loss against Contracting Party arising out of the work performed under this agreement. City assumes no obligation or liability by such notice, but has the right (but not the duty) to monitor the handling of any such claim or claims if they are likely to involve City. Exhibit F Page 1 of 3 Exhibit F Indemnification F.1 Indemnity for the Benefit of City. a. Indemnification for Professional Liability. When the law establishes a professional standard of care for Contracting Party’s Services, to the fullest extent permitted by law, Contracting Party shall indemnify, protect, defend (with counsel selected by City), and hold harmless City and any and all of its officials, employees, and agents (“Indemnified Parties”) from and against all third party claims, losses, liabilities of every kind, nature, and description, damages, injury (including, without limitation, injury to or death of an employee of Contracting Party or of any subcontractor), costs and expenses of any kind, whether actual, alleged or threatened, including, without limitation, incidental and consequential damages, court costs, attorneys’ fees, litigation expenses, and fees of expert consultants or expert witnesses incurred in connection therewith and costs of investigation, to the extent same are caused in whole or in part by any negligent or wrongful act, error or omission of Contracting Party, its officers, agents, employees or subcontractors (or any entity or individual that Contracting Party shall bear the legal liability thereof) in the performance of professional services under this agreement. With respect to the design of public improvements, the Contracting Party shall not be liable for any injuries or property damage resulting from the reuse of the design at a location other than that specified in Exhibit A without the written consent of the Contracting Party. b. c. Indemnity Provisions for Contracts Related to Construction (Limitation on Indemnity). Without affecting the rights of City under any Exhibit F Page 2 of 3 provision of this agreement, Contracting Party shall not be required to indemnify and hold harmless City for liability attributable to the negligence of City, provided such negligence is determined by agreement between the parties or by the findings of a court of competent jurisdiction. In instances where City is shown to have been negligent and where City’s negligence accounts for only a percentage of the liability involved, the obligation of Contracting Party will be for its portion or percentage of liability not attributable to the negligence of City. Attachment 5 – Non-Collusion Affidavit Appendix A – Staffing Experience SHI Response: SHI On-Site Staffing Services is the perfect resource to engage when you need additional support for new deployments or major upgrade projects. SHI offers a staff augmentation service like no other. At SHI we carry a bench of consultants which cover various technologies from SharePoint, VMware, Linux, Exchange, Cisco, Symantec, technical writers, project managers and so much more. Our ability to personally screen our candidates allows us to not only find the best technologists but also those that will fit into the culture of your company and work best with you and for you. We also use a “Network of Partners”, with over 200 technology recruiters, to find the very best local talent wherever you need them. This allows you to focus on your core business, not get consumed with working with multiple vendors and using your valuable time for pre-screening. Whether your needs are to fill a personnel gap for 1 week, 1 month, 1 year or longer our recruiters, and the SHI “Network of Partners”, have the ability to present the right candidate within 24-48 hours. SHI will staff for IT project-based engagements of various durations Whether your staffing requirements are project-based or contingency-driven, short-term or long-term, requiring a single consultant or a full team of technology professionals, we can provide a comprehensive, outsourced solution. With an SHI staffing solution, you will be able to put the talents of existing staff to better use while reducing the need to hire costly, new, full-time employees. In addition, you will benefit from our staff to provide:  Technology Moves and Refreshes  Technology Migration (VoIP, Exchange)  SharePoint and VMware Implementation  Active Directory Deployments and Rollouts SHI can provide staffing resources with nearly every IT skill set Chances are we have the qualified professionals with the specific skills you require who are ready to start work on your site at a moment’s notice. SHI’s on-site professionals can stay on the job as long as you need them and we can deploy additional resources to your site as your requirements change or grow over time.  HelpDesk (functional and operational)  Deskside Support  DBAs and Unix Administrators  Application Development, including .NET, SharePoint, Web, Database, etc.  Security administration and monitoring  Data warehousing  Quality Assurance (QA)  Technical writing  ERP solutions Choose from a full range of infrastructure and other IT services SHI has the broad experience and in-depth expertise you need in an infrastructure partner. We are a client driven company with a proven track record of success in creating customized solutions based on our clients’ priorities, processes and business goals. We can not only function as your global procurement provider, but we also have the technical resources to help you fill in staffing gaps and prepare for the largest projects and long-term challenges facing your organization. Our on-site infrastructure services capabilities include, but are not limited to:  Network management and engineering  Wide Area Network (WAN)  Storage Area Network (SAN)  Disaster recovery  Server support  Operating system support (PC and server)  Mail and messaging administration  Operating system support (PC and server)  Mail and messaging administration Appendix B – SHI: Certificates & Forms SHI’s Diveristy Certificates: Computer Task Group Service Desk Questionnaire Questions Response 1.) How many FTE’s work on the current help desk? a. Are there any certifications and training requirements in place for your agents you will require? b. Do you have any concerns around employee turnover within your help desk? 2.) What staffing model do you leverage within the help desk, is it staffed 24 X 7? 3.) What ticketing system do you utilize today? 4.) Please provide the Calls Emails Web Portal total monthly help desk contact volumes: 5.) Does your organization have reporting metrics on service levels, such as first level resolution rate and call abandonment rate? If so, can you please share your current metrics? 6.) What functionality Self Service would you require Incident Management (check all that apply)? Service Request Management Service Level Management Asset Management Problem Management Event Management CMDB Service Catalog Access Management Change Management Knowledge Management Other(s) _____________________________________________________