RFP - Finance, Payroll & Human Resource System & Implementation ServicesTHIS PAGE LEFT INTENTIONALLY BLANK
Issue Date
May 23, 2013
Response Due Date/Time
June 10, 2013 @ 2:00 PM
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TABLE OF CONTENTS
1. RFP Overview .................................................................................................................... 3
1.1 Purpose of RFP .......................................................................................................... 3
1.2 RFP Timeline .............................................................................................................. 4
1.3 RFP Coordinator ......................................................................................................... 5
1.4 Proposal Preparation Costs ........................................................................................ 5
1.5 RFP Amendment and Cancellation ............................................................................. 5
1.6 Questions Pertaining to the RFP ................................................................................ 5
1.7 Intent to Propose ......................................................................................................... 5
1.8 Proposal Submittal ...................................................................................................... 6
1.9 Public Records Law .................................................................................................... 6
2. Project Objectives .............................................................................................................. 7
3. City Background ................................................................................................................. 8
4. Current Environment .......................................................................................................... 9
4.1 Technology Standards ................................................................................................ 9
4.2 Finance System Use and Processes .......................................................................... 9
4.3 Key Business and Operational Volumes ................................................................... 11
5. New System Requirements .............................................................................................. 12
5.1 General System Capabilities ..................................................................................... 12
5.2 General Ledger ......................................................................................................... 12
5.3 Budget ....................................................................................................................... 13
5.4 Accounts Receivable ................................................................................................ 13
5.5 Purchasing ................................................................................................................ 13
5.6 Accounts Payable ..................................................................................................... 14
5.7 Payroll ....................................................................................................................... 15
5.8 Human Resources .................................................................................................... 15
5.9 Document Imaging .................................................................................................... 16
5.10 Reporting .................................................................................................................. 16
5.11 System Audit and Security ........................................................................................ 16
5.12 Workflow ................................................................................................................... 17
5.13 Technical Requirements ........................................................................................... 17
6. Proposal Submission Requirements ................................................................................ 18
6.1 General Instructions .................................................................................................. 18
6.2 Proposal Format ....................................................................................................... 18
6.2.1 Cover Letter ....................................................................................................... 18
6.2.2 Table of Contents .............................................................................................. 19
6.2.3 Section 1 - Executive Summary ......................................................................... 19
6.2.4 Section 2 – Company Background .................................................................... 19
6.2.5 Section 3 – Company Qualifications .................................................................. 19
6.2.6 Section 4 - References ...................................................................................... 20
6.2.7 Section 5 - Proposed Solution ........................................................................... 20
6.2.8 Section 6 - Implementation Approach and Work Plan ....................................... 20
6.2.9 Section 7 – Other Requirements ....................................................................... 21
6.2.10 Section 8 - Pricing .............................................................................................. 21
6.2.11 Section 9 – Software Licensing and Maintenance Agreements ........................ 23
7. Proposal Evaluation ......................................................................................................... 24
8. General Requirements ..................................................................................................... 25
8.1 Collusion ................................................................................................................... 25
8.2 Gratuities ................................................................................................................... 25
8.3 Required Review and Waiver of Objections by Proposers ....................................... 25
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8.4 Nondiscrimination ..................................................................................................... 25
8.5 Proposal Withdrawal ................................................................................................. 25
8.6 Proposal Errors ......................................................................................................... 26
8.7 Incorrect Proposal Information .................................................................................. 26
8.8 Prohibition of Proposer Terms and Conditions ......................................................... 26
8.9 Assignment and Subcontracting ............................................................................... 26
8.10 Right to Refuse Personnel ........................................................................................ 26
8.11 Proposal of Additional Services ................................................................................ 26
8.12 Licensure .................................................................................................................. 27
8.13 Conflict of Interest and Proposal Restrictions ........................................................... 27
8.14 Contract Negotiations ............................................................................................... 27
8.15 Execution of Contact ................................................................................................. 27
8.16 Right of Rejection ...................................................................................................... 27
8.17 Disclosure of Proposal Contents ............................................................................... 28
8.18 Proprietary Information ............................................................................................. 28
8.19 Severability ............................................................................................................... 28
8.20 RFP and Proposal Incorporated into Final Contract ................................................. 28
8.21 Proposal Amendment ............................................................................................... 28
8.22 Consultant Participation ............................................................................................ 28
8.23 Warranty ................................................................................................................... 29
8.24 Rights of the City ....................................................................................................... 29
Appendix A – City Professional Services Agreement .............................................................. 30
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1. RFP Overview
1.1 Purpose of RFP
The City of La Quinta (City) is retooling and rebuilding its workforce for the “City of the Future.”
Existing City processes need to be enhanced and updated – focusing on customer service and
efficiency. Staff and management need to be developed and trained to not only improve service
delivery but also improve internal operations and utilize technology to the highest and best use
feasible. To that end, the City is looking for innovative technology partners (“Proposers”). They
must bring a robust product offering that uses industry best practices and shares the City’s
vision for continuous improvement with a highly engaged and well trained workforce. The
purchase and implementation of a new system will provide the foundation for the City’s future
business application purchases. Consequently, the City seeks to establish a long-term
relationship with a Proposer capable of supporting a successful implementation, on-going
system maintenance and support, and continual system evolution.
The objective of this Request for Proposal (RFP) is to identify, select and implement a proven
public sector finance, payroll, and human resource (HR) system to replace the City’s existing
HTE system. The City seeks a qualified Proposer with the experience, expertise, and
qualifications to provide a fully integrated, proven state-of-the-art solution (New System).
At a minimum, the proposed New System should consist of the following integrated modules:
Financial Management:
o General Ledger
o Budget
o Requisitions/Purchasing
o Accounts Payable
o Accounts Receivable
o Cashiering
Payroll
Human Resources
In addition to the software modules identified above, the City is seeking a Proposer to provide
professional services that will ensure a successful implementation. The professional services
should include the following:
Software installation and configuration
Implementation consulting
Training
Conversion
Documentation
Project Management
Software maintenance and support
The City may have an interest in additional modules such as business license, permitting, fixed
assets, grant management, project accounting, contract management, employee portal/self-
service, vendor portal, applicant tracking, treasury management, inventory, etc. Proposers are
encouraged to describe additional offerings based on their experience in working with similar
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size municipalities. Proposals should clearly describe optional offerings and the pricing
associated with the optional offerings.
The City is also interested in evaluating alternative cloud-based service and support models
such as Software-as-a-Service, Hosted, etc. Proposers are encouraged to offer alternatives to
the traditional license purchase approach. If alternatives are offered, the Proposer should
clearly identify what is being offered, and the pricing, to allow the City to fully evaluate the
offering as compared to the traditional licensing approach.
The City would like to begin implementation of the New System on or before August 1, 2013, for
training, and is prepared to make the resources available to allow for a January 1, 2014 “live”
implementation (or, at a minimum, implement core financials and payroll by that date). The City
is open to subsequent phases to implement additional modules or features/functions. The City
recognizes that this is an aggressive implementation schedule and is looking for Proposers to
craft an approach that meets the City’s objective. If Proposers are not able to meet this
timeline, they are encouraged to propose an alternative timeline for the City to consider.
It should be noted that the current HTE system is being utilized to issue permits for Community
Development and Public Works activities. The City intends to migrate these activities to a new
permitting system, and has begun the evaluation and selection process to identify a preferred
software vendor to accommodate permitting activities. It is anticipated that a new permitting
system will be in place in the first quarter of 2014.
1.2 RFP Timeline
To meet the City’s implementation date, the City is committed to pursuing an aggressive RFP
process and subsequent schedule. The selection process outlined in this RFP will allow the
City to select a Proposer by June 28, 2013.
Table 1, RFP Schedule of Events, identifies the RFP schedule that will be followed.
Table 1 – RFP Schedule of Events
RFP EVENT DATE/TIME
City Issues RFP May 23, 1013
Deadline for Proposer Questions May 29, 2013
City Responses to Questions May 31, 2013
Deadline for Proposal Submission June 10, 2013
City Completes Evaluations June 13, 2013
Finalist(s) Notified & Provided Proof-of-Capabilities (POC) Packet June 14, 2013
POC Demonstration(s) June 24 – 28,
2013
Contract Negotiations July 1 – 12,
2013
Award of Proposal & Contract Execution July 16, 2013
Project Start Date August 1, 2013
Proposers should be aware that finalist(s) will be required to perform a two-day scripted proof-
of-capabilities (POC) demonstration to allow staff to fully understand the proposed solution. The
POC is not intended to be a generic demonstration of the application, but rather a
demonstration of specific product functionality deemed most critical to the City using scenarios
provided by the City. Proposers must be prepared to invest the time and resources in the
POC to be successful on this procurement.
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The City reserves the right, at its sole discretion, to adjust this schedule as it deems necessary.
Notification of any adjustment to the RFP Schedule of Events will be provided to all Proposers
who comply with Section 1.7 (Intent to Propose).
1.3 RFP Coordinator
All communications concerning this RFP must be submitted in e-mail to the RFP Coordinator
identified below. The RFP Coordinator will be the sole point of contact for this RFP.
Mr. Chris Escobedo, Assistant to City Manager
Email – cescobedo@la-quinta.org
Proposer contact with anyone else in the City is expressly forbidden and may result in
disqualification of the Proposer’s bid.
1.4 Proposal Preparation Costs
The City will not pay any costs associated with the preparation, submittal, or presentation of any
proposal.
1.5 RFP Amendment and Cancellation
The City reserves the unilateral right to amend this RFP in writing at any time. The City also
reserves the right to cancel or reissue the RFP at its sole discretion. If an amendment is issued,
it will be provided to all Proposers complying with Section 1.7 (Intent to Propose). Proposers
will respond to the final written RFP and any exhibits, attachments, and amendments.
1.6 Questions Pertaining to the RFP
Specific questions concerning the RFP should be submitted via e-mail to the RFP Coordinator
(See Section 1.3) before the date identified in Section 1.2 RFP Timeline. Proposer questions
should clearly identify the relevant section of the RFP and page number(s) related to the
question being asked.
Copies of all questions and the City’s responses will be e-mailed to all Proposers complying with
Section 1.7 (Intent to Propose).
1.7 Intent to Propose
Each Proposer who plans to submit a proposal should register by e-mail to the RFP Coordinator
(Section 1.3). The e-mail should indicate the Proposer's intent to respond to this RFP and
should include:
Proposer name
Name and title of Proposer main contact
Address, telephone and facsimile number, and e-mail address
Submittal of the Intent to Propose e-mail is necessary to ensure receipt of RFP amendments,
responses to vendor questions, and other communications regarding the RFP. The Intent to
Propose is not intended to bind Proposers to submitting a proposal.
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1.8 Proposal Submittal
Proposals will be submitted no later than the “Deadline for Proposal Submission” as identified in
Section 1.2. Proposers assume the risk of the method of delivery chosen. The City assumes
no responsibility for delays caused by any delivery service. A Proposer's failure to submit a
proposal as required before the deadline will cause the proposal to be disqualified.
Proposers must submit in a sealed package one (1) original, signed master, five (5) copies, and
one (1) electronic copy (a single .pdf file is strongly encouraged).
The package should be clearly labeled as follows:
Mr. Chris Escobedo, Assistant to City Manager
Proposal for Finance, Payroll, and HR System and Implementation Services
Name of Proposer
Proposer’s Address
Proposer’s Contact Person
Proposer’s Telephone Number
The proposal package should be mailed, couriered, or hand delivered to the City Hall front desk
at 78495 Calle Tampico, La Quinta, California 92253. All proposals must be received by 2:00
p.m. on the Deadline for Proposal Submission date as indicated in Section 1.2. Proposals
received after this time and date will be returned unopened. Postmarks will not be accepted
as proof of receipt.
1.9 Public Records Law
Pursuant California Government Code Section 6250, public records may be inspected and
examined by anyone desiring to do so, at a reasonable time, under reasonable conditions, and
under supervision by the custodian of the public record. All submitted proposals are subject to
this code section.
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2. Project Objectives
The need to replace the existing finance, payroll, and HR system has been identified as a high
priority for the City and is driven by the following factors;
Long-term business solution that supports continual innovation to encourage
implementation of best business practices (i.e. encourage streamlining and automation
of standard business transactions, etc.)
Long-term vendor commitment to product evolution to remain aligned with industry
best practices
Enhanced features and functionality to support increased automation and operational
efficiencies (i.e. workflow, self-service, document imaging, etc.)
Improved reporting and staff access to finance, payroll, and HR information.
Reduction in annual ongoing maintenance and support costs
With this RFP, the City seeks to replace its existing HTE finance, payroll, and HR system with a
proven, commercial-off-the-shelf (COTS) system. Implementing the New System should meet
the following high-level objectives;
Provide a tightly integrated and comprehensive solution to manage the City’s business
functions
Streamline business processes through automation, integration, and workflows
Provide enhanced reporting capabilities to improve decision making
Promote implementation of best practice processes
Provide user friendly and intuitive user interface
Provide enhanced features and functionality
Improve data integrity
Reduce the reliance and need for “offline” spreadsheets to support financial activities
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3. City Background
Incorporated in 1982, the City serves more than 38,000 residents and employs approximately
70 staff members. The City has a Council-Manager form of government with a separately-
elected Mayor serving a two-year term and four Councilmembers elected at large to staggered
four-year terms.
The City Council appoints the City Manager and the City Attorney. Department heads are
appointed by the City Manager. The City Council appoints members of the City Commissions.
The City’s departments include Finance, City Clerk, City Manager’s Office, Community
Services, Community Development, and Public Works. Public safety service (i.e. Police and
Fire) are contracted through the County of Riverside, and water and waste disposal are
provided by private utilities.
The City’s Finance Department consists of a Finance Director, Accounting Manager, Financial
Services Assistant, Department Secretary, Account Technician, and two Senior Account Clerks.
The Finance Department performs the following functions;
Provides staff to and coordination of the Investment Advisory Board
Provides financial reporting to City Council and other departments as needed
Prepares and monitors department budget and assembles City Budget
Provides the following services:
General Ledger Accounting
Assessment District
Accounts Payable
Cashiering
Cash Management
Fixed Asset Accounting
Equipment Replacement
Accounts Receivable
Debt Management
Business License
Animal License
Payroll
Fringe Benefits Administration
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4. Current Environment
4.1 Technology Standards
The following table, Table 2 – Current Technology Standards, identifies current technology
standards for the City. Proposers will be required to confirm conformance to these
requirements or clearly articulate proposed alternatives.
Table 2 – Current Technology Standards
Technology Current Standard
Database SQL 2008
Server OS Windows Server 2008 R2
Desktop OS Microsoft XP and Windows 7
Server Hardware HP
Desktop Hardware HP
Laptop/Mobile Hardware Windows 7
Office Productivity Microsoft Office 2010
Browser IE 9, Chrome, or Firefox
Email Server/Client MS Exchange Server 2003
Virtual Environment VMware
Storage Area Network (SAN) HP LeftHand
Active Directory Yes
4.2 Finance System Use and Processes
This section provides a high-level overview of how the Finance Department uses the HTE
system, as well as information about manual processes performed outside of HTE.
The City relies on SunGard’s HTE system (version 8.0.2.0) to support many of the finance,
payroll, and HR functions. The City is currently using the following HTE modules;
General Ledger
Accounts Payable
Cash Receipts
Business License
Human Resources
Payroll
The following bullets provide additional information regarding core financial functions performed
by the Finance Department.
Staff has a heavy reliance on Microsoft Excel to support many finance, payroll, and HR
functions. In the future, the City’s desire is to minimize the use of offline spreadsheet or
reliance on independent data repositories.
Staff enters approximately 60 journal entries per month.
Staff uses Excel spreadsheets to support the budget process. Once the budget is
adopted by the City Council, it is manually entered into HTE.
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The City has a centralized cashier that takes payments for permit, licenses, and fee
transactions. The payments are collected and entered into HTE. Payments received
from the City’s recreation programs, senior center, and museum are batched and
entered at the end of each day. On a daily basis the staff upload a file from the City’s
RecTrac (Vermont Systems) that allows staff to pull in daily transactions to the HTE
system.
The Accounts Payable function processes and prints approximately 125 payments per
check cycle (every other week). In addition, the City processes approximately 20
emergency checks per cycle. The current processes for review and approval of
payment register is a manual process using hardcopy documents. The City currently
has approximately 300 active vendors in the system.
The City downloads banking information directly into HTE to support the bank
reconciliation efforts.
The creation of the City’s CIP, cash flow analysis, and treasurer reports are done in
Excel.
The City’s payroll is run biweekly. The City participates in the CalPERS Retirement
System. The City has approximately 25 pay types.
The Human Resources staff maintains basic employee information in HTE. The City
currently does not use an applicant tracking or recruitment and hiring system. This
activity is supported using desktop tools (i.e. Excel, Word, etc.) and hardcopy records.
The City's performance review administration is a manual process supported by hard
copy files. The City does not have an automated process to manage personnel action
(PA) forms. The City currently does not use the HTE system to track licensing and
certification.
With regards to time and attendance reporting, City staff enters time into Executime
which is integrated to HTE to allow staff to pull time records into HTE for payroll
processing. The City’s intends to continue to use Executime in the future and it should
be integrated with the new system.
The City uses HTE to support business and animal licenses. There are approximately
6,000 business licenses that are renewed on an annual basis (on the anniversary of the
original issue date). The current process involves obtaining the application and business
license payment but the final license is not issued until all required permits are in place
(e.g. home occupation business permit, health permit, etc.). The City handles about
4,000 animal licenses that are renewed on a 1, 2, or 3 year cycle.
The City’s document management system is LaserFiche (version 8.1), and if feasible,
the City seeks to leverage this system to support enterprise-wide document
management.
The City receives Developer Deposits that are entered into HTE’s Accounts Receivable
module to support the tracking and reporting of liabilities and balances.
The City seeks a system that will automate as many processes as possible and help align the
Finance department work processes with best practices related to system use. The City
understands that many existing processes and procedures may change to align with the best
practices methods incorporated into the Proposer’s solution.
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4.3 Key Business and Operational Volumes
The following table, Table 3 – Key Business and Operational Volumes - provides proposers with
key information that will help promote an understanding of the current environment.
Table 3 – Key Business and Operational Volumes
Category Count
Number of Users - Active 25
Number of Users - Casual 44
Number of GL Accounts 4,388
Number of Funds 55
Vendor Master File-total 300
Purchase Requisitions per year 0
Purchase Orders (per year) 50
Invoices (per year) 8,723
1099s 80
AP Checks 250 per month
AR Customers 6,707
Employees – Full Time 69
Employees – Part Time 7
Payroll cycle Biweekly
Pay Types 19
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5. New System Requirements
The City seeks a proven, fully integrated public sector finance, payroll, and human resource
system. It is seeking to modify existing business processes to accommodate best practices,
and will be looking to select a system that drives the implementation of best practices. More
specifically, the new system should provide the following capabilities:
All transactions are processed in real-time and immediately available for inquiry and
reporting
Fully integrated system where data is only entered once
Robust security capabilities with the ability to integrate to MS Active Directory
Robust workflow capabilities should be available across all appropriate modules
Reporting should be user friendly, allowing staff to create and/or obtain reports with
minimal training
Robust audit and transaction logging capabilities
The remainder of this section identifies selected key features, functions, and capabilities the City
is seeking from a new system. Proposers must respond to each section explaining how the
proposed system meets the needs of the City, as well as identifying any features and functions
that can further improve City processes.
5.1 General System Capabilities
The City seeks a new system that provides the following general system characteristics in terms
of its user interface:
An intuitive, consistent (within and across modules), well designed user interface that
is preferably browser-based
One-time/single-points of data entry to eliminate re-keying of information
Robust search capabilities
Comprehensive online documentation and training materials
Ability to drill-down and drill-across from a transaction view to the supporting source
documents
Ability to easily export information directly to Excel or Adobe
Provide user-defined tables, fields, screens, reports, hot keys, and business
rules/workflows
Ability to modify setup/configuration (i.e. setup codes, report parameters, etc.) without
the assistance of the proposer
5.2 General Ledger
The new system should be capable of managing all of the City’s revenues and expenditures.
The new system should provide robust, easy to use reporting capabilities to support budget and
expense reporting and financial analysis.
The General Ledger module should feature a rich set of functionality for centralized cash,
Journal Management and Bank Reconciliation supporting the following:
Importable Journals
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Support for Sub-ledgers
Numerous workflow and approval options
Integration with specialized Bank Reconciliation/Treasury Management functions
designed to support AP Check, Payroll Check and general account reconciliation
activities
The GL Account String/Chart of Accounts must have flexible segment options that support the
following:
Execution of the City’s management plans in terms of department, program, project,
etc. level control
Numerous options for including these segments in workflow definitions (workflowable
segments)
5.3 Budget
The new system should include a robust budget module that allows for the following;
Decentralized data entry and import from external files
Excel integration
Multi-level approval and rolling
Projection modeling
Options for seeding budgets with historical data (e.g., last year’s actuals) or developing
zero-based budgets
Pre-formatted outputs
Support for bottom-line budgeting
The Budget module should provide robust reporting to include;
Extensive use of Budget vs. actual on-screen and hard-copy reporting
On-screen and reporting drill-down & drill-across
Outputs that are exportable to various file output formats (particularly Excel)
5.4 Accounts Receivable
The City seeks to implement a miscellaneous billing module to support the generation of
miscellaneous invoices and to generate monthly recurring invoices in an automated manner.
5.5 Purchasing
The City seeks to implement a fully integrated Purchasing module as part of the new system.
The module should be capable of managing all of the City’s products and services acquisition
activities.
The City seeks to obtain a purchasing module that has the following capabilities:
Integrate with Accounts Payable, Fixed Assets, General Ledger, and Vendor History
Track information for the entire life-cycle of the procurement (i.e. requisition through
payment)
Perform budget checking during requisition and purchase order creation
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Bypass requisition process and initiate a purchase using a purchase order template
Support for the purchase of recurring services by automatically generating a
requisition/purchase order based on pre-established criteria (i.e. Health Insurance,
Cleaning Services, and Leased Vehicles)
Capture internal or external justification, notes, or comments on purchase order.
Internal comments should only be visible to City staff
Attach documentation to requisition, purchase order, etc.
Support for tracking requestor and indicating the requestor name on the purchase
order
Robust workflow support for the approval of requisitions and purchase orders based
on user defined, pre-established criteria
Electronically (i.e. email) send purchase orders to vendors in PDF format
Restrict users to specific general ledger accounts
Prevent a purchase order from being issued to an inactive vendor
Limit which users are authorized to override limits placed by the system
Issue blanket purchase orders
Support year-end activities such as the following;
o Provide the ability to roll purchase orders to the new fiscal year
o Allow purchase orders to be entered for the new fiscal year prior to the
start of that fiscal year
o Support for accruals (in terms of receiving records)
Allow change orders for purchase orders
Robust audit tracking
Support for imaging and archiving of Purchasing related docs generated by the system
and integration with external image management systems if necessary
5.6 Accounts Payable
The City seeks a robust accounts payable module that should have the ability to:
Attach relevant document images to accounts payable items (i.e. invoice, purchase
order, payment, and receipt documents)
Select line items from the purchase order/invoice for payment
Generate more than one check for a vendor during a check process
Generate multiple page checks
Capture an image of the check and attach it to the vendor record
View the purchase order image, invoice image and payment image in vendor inquiry
Automatically calculate payment discounts
Automatically calculate taxes as appropriate for items being paid
Support CA EDD reporting requirements for independent contractors
Include the email address and web site address in the vendor master record
Provide security by user for viewing or changing the tax ID or social security number
field in the vendor master record
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Provide workflow support for check issuance and approvals
Allow staff to view vendor detailed payment history (i.e. see all PO’s outstanding and
payments made)
Support 1099 reporting requirements
5.7 Payroll
The City seeks to implement a full-featured payroll system that is capable of accurately
processing payrolls comprised of multiple employee groups, calculation scenarios and
retirement benefit packages. It should also feature extensive use of browser-based functionality
allowing for time entry and employee self-service, and should be capable of interfacing with
external programs that track time.
The Payroll Module should have the ability to:
Generate paychecks, direct deposit advices (supporting deposits across multiple
accounts on a single check), EFT files, and related positive pay files
Support multiple concurrently open payrolls (e.g. vacation, sick or comp time cash
outs, etc.)
Support check and direct deposit advice imaging, sharing and archiving
Generate off-the-shelf and ad hoc reports that support data requirements associated
with CalPERS, auditors, deferred compensation providers, Payroll Register review,
sick and vacation accrual reports for management, edit lists, overtime reports, tax
reports, auto allowance reports, extensive exception and payroll
calculations/generation reports, etc.
Output CalPERS files and reports (evidenced by multiple California references) and
support upcoming CalPERS changes
Flexibly define what is “PERSable” (including different setups for different employee
groups)
5.8 Human Resources
The City seeks to implement a full-featured Human Resources module as part of the new
system. The module should be capable of managing all of the City’s employees,
certification/license requirements, retirement benefit packages, and recruitment requirements. It
should also feature extensive use of browser-based employee self-service and decentralized
HR functions.
The Human Resources Module should have the ability to:
Make extensive use of table-based, start and end date driven salary maintenance
options
Produce off-the-shelf reports that provide data on applicant, employment, certification,
training, evaluation, leave of absence, termination, etc. status scenarios
Support for ad hoc reporting
Provide workflow and self-service options supporting W-4 changes, time-off requests,
cash-out requests, employee profile changes, beneficiary changes, open enrollment,
employee actions/events tracking (salary increases, reclassifications, etc.);
automatically notify providers when a change of address is submitted
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Track certifications including expiration and compensation modification triggers;
provide the ability to specify required certifications by job title
Support employee evaluation management including related due date
triggers/notifications and document storage
Support employee photo/profile management including integration with HR Inquiry and
employee file maintenance screens
Provide tools and features to support recruitment and applicant tracking
5.9 Document Imaging
The City desires to streamline processing in order to capture, store, index, search and retrieve
electronic images associated with financial, payroll, and personnel transactions as they are
being handled by the system. The document management capabilities integrated with the new
system should provide the following basic capabilities:
Provide imaging of documents created by the system including purchase orders,
payroll checks, accounts payable, W2's, 1099's, etc. The images should be available
by individual record; for example, an individual's paycheck and not the entire check run
for the pay period
Allow manually scanned images to attach to appropriate transaction records. The
module should prompt for scanned attachments
Conform to records management requirements including retention schedules
Provide drill-down ability for the user to view related documents associated with
financial, payroll, and personnel transactions. For example, vendor inquiry should
provide the ability to view images of accounts payable checks, associated purchase
orders, the requisition and associated manually scanned documents including bids and
packing lists
Provide system coordination to allow batch processing of images. For example, allow
accounts payable invoices received to be scanned in a batch and then associated with
each purchase order
Provide integration to the City’s existing LaserFiche document management solution.
This is the preferred solution unless the benefits of another document management
solution can be clearly articulated.
5.10 Reporting
The City seeks to obtain a robust reporting capability to support the finance, payroll, and human
resource functions. The ability to export data to Excel is critical. A user-friendly report writer
with drill-down/drill across capability is essential. Flexibility including the ability to schedule
reports to run and distribute automatically, generate reports to HTML and .pdf formats, and
email reports is desired.
5.11 System Audit and Security
The City seeks to implement a new system with robust security and transaction audit/logging
capabilities. The system audit capabilities should include the ability to track transaction
processes and updates to the database. The new system should create audit trails for
transactions processed through the system allowing authorized staff to drill down on
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transactions to view supporting detail. Audit logging should allow authorized staff to easily
determine the source of each transaction to include identifying user ID and data/time for all table
changes.
5.12 Workflow
The City seeks to implement a new system with strong workflow capabilities to help automate
common financial, payroll, and personnel transactions. The system workflow capabilities should
include the ability to automatically notify a user when action is needed. The system should
include automated approvals and notifications supporting a paperless environment. The new
system should have the ability to:
Track transactions submitted for approval and review with the date/time stamp
Automate approval notification both at the system level and via the City’s email system
Implement best practice workflow templates for all core financial, payroll, and
personnel transactions (i.e. payables processing, purchase orders, GL transaction
approval, payroll processing, etc.)
Integrate with the City’s email system to assist in the notification and approval steps
Create custom workflows based on City business rules
Use a rich set of attributes in determining what users participate in which steps in the
approval processes (e.g. GL number segments, unique groupings, project/task codes,
object/spend category codes, consideration of roles, etc.)
5.13 Technical Requirements
The City desires to leverage its existing technology infrastructure and IT staff expertise to
support the implementation of the new system. The following bullets identify the City’s
expectations with regards to technical requirements for the new system:
Virtualization - VMware
Server – Microsoft Server
Database - Microsoft SQL Server
Desktop – Windows 7
Email Client – Microsoft Office Outlook
Desktop Productivity Software – Microsoft Office 2010
Desktop Browser – Internet Explorer, Chrome, and Firefox
Remote Access – SSL VPN
3rd Party Integration (Required)
o Executime
o LaserFiche
o RecTrac
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6. Proposal Submission Requirements
6.1 General Instructions
The City discourages lengthy and costly proposals. Proposals should be prepared simply and
economically and provide a straightforward, concise description of the Proposer’s company,
qualifications, proposed solution, and capabilities to satisfy the requirements of this RFP.
Emphasis should be on completeness and clarity of content. Glossy sales and marketing
brochures are not necessary or desired.
Proposals must be organized consistent with the outline provided in this section of the RFP.
Proposers must follow all formats and address all portions of the RFP set forth herein providing
all information requested. Proposers may retype or duplicate any portion of this RFP for use in
responding to the RFP, provided that the proposal clearly addresses all of the City's information
requirements.
6.2 Proposal Format
Proposals must be structured, presented, and labeled in the following manner:
Cover Letter
Table of Contents
Section 1 - Executive Summary
Section 2 – Company Background
Section 3 – Company Qualifications
Section 4 – References
Section 5 – Proposed Solution
Section 6 – Implementation Approach
Section 7 – Other Requirements
Section 8 – Pricing
Section 9 – Software Licensing and Maintenance Agreements
Failure to follow the specified format, to label the responses correctly, or to address all of the
subsections may, at the City’s sole discretion, result in the rejection of the Proposal.
Proposals should be prepared on standard 8 1/2" x 11" paper and printed on 2 sides. All
proposal pages should be numbered.
6.2.1 Cover Letter
The proposal must include a cover letter that provides the following;
Proposer’s legal name and corporate structure
Proposer’s primary contact to include name, address, phone, and email
Identification of use of subcontractors and scope of work to be performed by
subcontractors
Identification of any pending litigation against the Proposer
Disclosure of any bankruptcy or insolvency proceedings in last 10 years
Statement of the Proposer’s credentials to deliver the services sought under the RFP
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Statement indicating the proposal remains valid for at least 120 days
Statement that the Proposer or any individual who will perform work for the Proposer is
free of any conflict of interest (e.g., employment by the City)
Statement of acknowledgement that the City’s legal documents have been reviewed
and accepted with or without qualification. If qualifications are involved, those items
requiring adjustment or modification must be identified and listed along with suggested
modifications to the contract. If no modifications are noted, the City will assume that
the proposer is capable of performing all normal tasks and services without reservation
or qualification to the contract
Signature of a company officer empowered to bind the Proposer to the provisions of
this RFP and any contract awarded pursuant to it
The Proposal Cover Letter should be concise and brief and not exceed 2 pages unless
Proposer’s exceptions to the City’s legal documents require it.
6.2.2 Table of Contents
All pages are to be numbered and figures, tables, charts, etc. must be assigned index numbers
and identified in the Table of Contents.
6.2.3 Section 1 - Executive Summary
This section of the proposal should provide a brief and concise synopsis of Proposer’s proposal
and a description of the Proposer’s credentials to deliver the services sought under the RFP.
The Executive Summary should not exceed 3 pages.
6.2.4 Section 2 – Company Background
This section of the proposal should identify the following:
2.1 - A brief description of the Proposer’s background and organizational history
2.2 - A statement of how long the Proposer has been performing the services required
by this RFP
2.3 - Identify the location of headquarters, technical support, and field offices
2.4 - Identify the location of office which would service the City
2.5 – Identify the number of employees by the following functions: corporate (sales,
marketing, finance, overhead, etc.), implementation support, ongoing maintenance
support, and R&D
2.6 – Identify Proposer’s annual company revenues and profit for the last 3 company
fiscal years
The Background section should not exceed 3 pages.
6.2.5 Section 3 – Company Qualifications
In this section of proposal, the Proposer should identify company qualifications and experience
in implementing solutions similar to what the City is seeking:
3.1 - Describe the Proposer’s familiarity with public sector ERP systems and
associated business processes, and experience with the requirements of the State of
California.
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3.2 – Identify your existing client base including the number of existing clients using
the version/release of the software being proposed. Clearly identify the number of
California public agency installations
The Company Qualifications section should not exceed 3 pages.
6.2.6 Section 4 - References
The Proposer must provide at least 5 references with at least 3 of the references for systems
that have been implemented in the last 5 years. The City prefers references from California
agencies of similar size and complexity to the City. For each reference, proposer must provide
the following information:
Agency name and contact information (i.e. name, title, address, phone, and email)
Brief project description, including identifying the software version and modules
implemented
Number of agency employees
Agency general fund budget
Implementation Date
Implementation timeline and cost
6.2.7 Section 5 - Proposed Solution
In this section of the proposal, the Proposer should identify the proposed solution up to and
including the following:
5.1 – Provide a brief solution overview identifying origin of system, release history,
current release being proposed, and number of operational installations for the
proposed software solution.
5.2 - Provide a written response to each area identified in Section 5 of the RFP (i.e.
RFP Section 5.1 – 5.13). It is important to note that the level of detail must be
sufficient to allow the evaluators to understand your product’s features, functions,
capabilities and shortcomings/challenges. Proposers are allowed to supplement their
response to Section 5 using additional product information as an attachment to their
proposal. However, at a minimum, Proposers must provide a written summary
response at the module level such that the evaluators can obtain an adequate
understanding how the proposed solution will meet the City’s needs.
5.3 - Identify any additional or recommended modules or services that were not
identified in RFP Section 5 but that the Proposer recommends that the City consider.
Include a description of the features and functions of each additional proposed
module.
5.4 – Describe alternative service delivery models (i.e. Software-as-a-Service,
Application Service Provider, Hosted, etc.) available to the City and indicate how these
might impact the proposed solution.
6.2.8 Section 6 - Implementation Approach and Work Plan
The Proposer should identify the proposed implementation approach clearly identifying each
phase, the timeline proposed, roles and responsibilities to be performed by the Proposer and
those to be performed by the City.
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6.1 - Describe your implementation and project management methodology and
approach to ensure a successful implementation.
6.2 – Provide a project organization chart highlighting the key staff who will be
assigned to the project. Provide bios for the project manager and other key assigned
resources.
6.3 – Provide a detailed work plan that identifies major activities, tasks, deliverables,
and resources. The work plan should assume an August 1, 2013 start and initial
implementation phase that would include core financials and payroll by January 1,
2014. If Proposer’s are recommending additional phases, please include those in the
work plan so that the City can clearly understand what the additional phases would
include and the timeline for their completion.
6.4 – Describe the roles and responsibilities of the City staff during implementation and
provide an estimated level of effort.
6.5 – Describe your conversion methodology that will be used to implement the New
System. In addition, recommend what the City should convert (content and how many
years of history) from the HTE system.
6.6 – Describe your training methodology and how you ensure users are prepared to
use the New System.
6.7 – Describe how the use of any alternative service delivery models (see
requirement 6.4) would impact the proposed implementation approach, work plan, and
City staff level of effort.
6.2.9 Section 7 – Other Requirements
In this section of the proposal, the Proposers should address the following items in a concise
manner:
7.1 – Describe ongoing maintenance, release/upgrade, and support services. At a
minimum, Proposers should address the following items:
o Help desk processes and procedures
o Hours of support (stated in Pacific Standard Time)
o Escalation procedures
o Response time commitments
7.2 – Identify if there are solution user groups and/or user conferences
7.3 – Provide hardware and database specifications for the New System. As part of
Proposer’s response, confirm your acceptance of the City’s technical standards.
7.4 - Describe the frequency that application patches and releases have been made
available within the past two years. In addition, clearly identify the roles and
responsibilities of the City to complete updates
6.2.10 Section 8 - Pricing
The City seeks a clear and comprehensive understanding of all costs associated with the
implementation and ongoing maintenance of the proposed system. In this section, the proposer
must itemize all costs associated with the implementation and ongoing maintenance. The City
will evaluate proposals based on the “Total Cost to Implement (TCI)” and the “Total Cost to
Operate (TCO)”. TCI will include all costs required for a successful implementation. The TCO
will be calculated based on TCI plus 5 years of annual maintenance fees.
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The Proposer’s Price Sheet must identify all costs required to complete a successful
implementation to include:
Software Licensing and Maintenance Costs
Implementation Services
o Software Installation and configuration
o Conversion
o Consulting
o Training
o Documentation
o Project Management
o Change Management
3rd party products required for New System (i.e. software, hardware)
Consultant Travel
The City intends to purchase required New System hardware and database software
independently based on the information provided by the Proposer.
The City has provided Proposers an electronic (MS Excel) spreadsheet with a pricing template
that must be completely filled out and included in Proposer’s response. The City will
evaluate Proposer price proposals based solely off the information provided in the Pricing
Templates. The templates provide space for Proposers to identify any assumptions or
comments that will ensure the City understands what is being proposed.
The Proposer’s response to the Pricing Section must include the following components.
Software Licensing and Maintenance Price Sheet – This section of the pricing
proposal should clearly identify the proposed software modules that are required to
meet the RFP requirements. Proposers are strongly encouraged to provide a
detailed breakout of software module pricing in order to help the City assess the cost
of the proposed solution. Proposers must identify the number of user licenses being
proposed for each module and clearly describe the basis for software licensing and
method to justify number of licenses being proposed.
Implementation Services Price Sheet – This section of the pricing proposal should
clearly identify the quantity, hourly rate, and total cost for all professional services the
Proposer will provide to ensure a successful implementation. Proposers are
encouraged to provide a breakdown of the service categories that will be provided to
support the implementation to allow evaluators to understand the level of effort,
resources, and cost of services.
Conversion Price Sheet – This section of the pricing proposal should clearly identify
the costs associated with data conversion from the existing systems to the new
system.
3rd Party Products Price Sheet – This section of the pricing proposal should clearly
identify any third party software and/or specialty hardware that will be required to fully
implement the proposed solution to meet the RFP requirements.
Optional Offerings Price Sheet – This section of the pricing proposal should identify
any optional product or service offerings the Proposer would like the City to consider.
The City is interested in understanding and evaluating other products and services of
the Proposers. If Proposers believe they have additional products and services that
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may be of interest to the City, please itemize that information in the Optional Offerings
Price Sheet.
Consultant Travel – This section of the pricing proposal should clearly identify the
projected travel costs associated with Proposer’s implementation services. The
proposer should identify the anticipated number of trips, days of service per trip, and
estimated per trip cost. The City will reimburse the selected Proposer based on actual
trip expenses supported by receipts and documentation.
Professional Services Rate Price Sheet – The City seeks hourly pricing for
additional services that may be required during the implementation. Proposers should
provide an hourly rate for any professional services categories offered as part of the
proposal. If necessary, the City will use these rates to purchase additional services.
6.2.11 Section 9 – Software Licensing and Maintenance Agreements
In this section, the Proposer must provide any software licensing and maintenance agreements
that will be required to implement the Proposer’s solution.
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7. Proposal Evaluation
An Evaluation Committee shall review all proposals to determine which Proposers have
qualified for consideration. The evaluation will include at least an initial review and a detailed
review. The initial review will evaluate all submissions for conformance to stated specifications
to eliminate all responses that deviate substantially from the basic intent and/or fail to satisfy the
mandatory requirements. Only those proposals that meet or exceed the intent of the mandatory
requirements will be further evaluated.
Submitted proposals will be evaluated on the following criteria:
Quality, clarity, and responsiveness of proposal
Ability to meet the needs of the City
Innovation that supports the City’s vision of becoming the “City of the Future”
Well thought out timeline and roadmap for January 1 “go live”
Proven technical ability to design, install and support the proposed system
Demonstrated ability to work in a cooperative and collaborative manner with clients
Anticipated value and price
Perceived risk or lack thereof
Company financial stability
References for each application proposed
Results of interviews, demonstrations, and site visits
Ability to prepare and execute a contract in a timely manner
Commitment to continually evolving the system to remain current with evolving best
practices
The City reserves the right, at its sole discretion, to request clarifications of proposals or to
conduct discussions for the purpose of clarification with any or all Proposers. The purpose of
any such discussions shall be to ensure full understanding of the proposal. Discussions shall
be limited to specific sections of the proposal identified by the City and, if held, shall be after
initial evaluation of Proposals is complete. If clarifications are made as a result of such
discussion, the Proposer shall put such clarifications in writing.
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8. General Requirements
8.1 Collusion
By submitting a response to the RFP, each Proposer represents and warrants that its response
is genuine and made in the interest of or on behalf of any person not named therein; that the
Proposer has not directly induced or solicited any other person to submit a sham response or
any other person to refrain from submitting a response; and that the Proposer has not in any
manner sought collusion to secure any improper advantage over any other person submitting a
response.
8.2 Gratuities
No person will offer, give or agree to give any City employee or its representatives any gratuity,
discount or offer of employment in connection with the award of contract by the City. No City
employee or its representatives will solicit, demand, accept or agree to accept from any other
person a gratuity, discount or offer of employment in connection with a City contract.
8.3 Required Review and Waiver of Objections by Proposers
Proposers should carefully review this RFP and all attachments, including but not limited to the
Standard Professional Services Agreement, for comments, questions, defects, objections, or
any other matter requiring clarification or correction (collectively called “comments”). Comments
concerning RFP objections must be made in writing and received by the City no later than the
"Deadline for Written Questions and Comments" detailed in the Table 1, RFP Schedule of
Events. This will allow issuance of any necessary amendments and help prevent the opening of
defective proposals upon which contract award could not be made.
Protests based on any objection will be considered waived and invalid if these faults have not
been brought to the attention of the City, in writing, by the Deadline for Written Questions and
Comments.
8.4 Nondiscrimination
No person will be excluded from participation in, be denied benefits of, be discriminated against
in the admission or access to, or be discriminated against in treatment or employment in the
City’s contracted programs or activities on the grounds of disability, age, race, color, religion,
sex, national origin, or any other classification protected by federal or California State
Constitutional or statutory law; nor will they be excluded from participation in, be denied
benefits of, or be otherwise subjected to discrimination in the performance of contracts with the
City or in the employment practices of the City’s contractors. Accordingly, all Proposers
entering into contracts with the City will, upon request, be required to show proof of such
nondiscrimination and to post in conspicuous places, available to all employees and applicants,
notices of nondiscrimination.
8.5 Proposal Withdrawal
To withdraw a proposal, the Proposer must submit a written request, signed by an authorized
representative, to the RFP Coordinator (Section 1.3). After withdrawing a previously submitted
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proposal, the Proposer may submit another proposal at any time up to the deadline for
submitting proposals.
8.6 Proposal Errors
Proposers are liable for all errors or omissions contained in their proposals. Proposers will not
be allowed to alter proposal documents after the deadline for submitting a proposal.
8.7 Incorrect Proposal Information
If the City determines that a Proposer has provided, for consideration in the evaluation process
or contract negotiations, incorrect information which the Proposer knew or should have known
was materially incorrect, that proposal will be determined non-responsive, and the proposal will
be rejected.
8.8 Prohibition of Proposer Terms and Conditions
A Proposer may not submit the Proposer's own contract terms and conditions in a response to
this RFP. If a proposal contains such terms and conditions, the City, at its sole discretion, may
determine the proposal to be a nonresponsive counteroffer, and the proposal may be rejected.
8.9 Assignment and Subcontracting
The Contractor may not subcontract, transfer, or assign any portion of the contract without prior,
written approval from the City. Each subcontractor must be approved in writing by the City. The
substitution of one subcontractor for another may be made only at the discretion of the City and
with prior, written approval from the City.
Notwithstanding the use of approved subcontractors, the Proposer, if awarded a contract under
this RFP, will be the prime contractor and will be responsible for all work performed and will be
responsible for all costs to subcontractors for services provided by the Proposer. The Proposer
is prohibited from performing any work associated with this RFP or using contractors for any
service associated with this RFP offshore (outside the United States).
8.10 Right to Refuse Personnel
The City reserves the right to refuse, at its sole discretion, any subcontractors or any personnel
provided by the prime contractor or its subcontractors. The City reserves the right to interview
and approve all Proposer’s staff. Proposer’s staff may be subject to the City’s background and
drug testing processes at any time.
8.11 Proposal of Additional Services
If a Proposer indicates an offer of services in addition to those required by and described in this
RFP, these additional services may be added to the contract before contract signing at the sole
discretion of the City.
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8.12 Licensure
Before a contract pursuant to this RFP is signed, the Proposer must hold all necessary,
applicable business and professional licenses. The City may require any or all Proposers to
submit evidence of proper licensure.
8.13 Conflict of Interest and Proposal Restrictions
By submitting a response to the RFP, the Proposer certifies that no amount will be paid directly
or indirectly to an employee or official of the City as wages, compensation, or gifts in exchange
for acting as an officer, agent, employee, subcontractor, or consultant to the Proposer in
connection with the procurement under this RFP.
Notwithstanding this restriction, nothing in this RFP will be construed to prohibit another
governmental entity from making a proposal, being considered for award, or being awarded a
contract under this RFP.
Any individual, company, or other entity involved in assisting the City in the development,
formulation, or drafting of this RFP or its scope of services will be considered to have been
given information that would afford an unfair advantage over other Proposers, and said
individual, company, or other entity may not submit a proposal in response to this RFP.
8.14 Contract Negotiations
After a review of the proposals and completion of the demonstration and POC, the City intends
to enter into contract negotiations with the selected Proposer. These negotiations could include
all aspects of services and fees. If a contract is not finalized in a reasonable period of time, the
City will open negotiations with the next ranked service provider.
8.15 Execution of Contact
If the selected Proposer does not execute a contract with the City within fifteen (15) business
days after notification of selection, the City may give notice to that service provider of the City’s
intent to select from the remaining Proposers or to call for new proposals, whichever the City
deems appropriate.
8.16 Right of Rejection
The City reserves the right, at its sole discretion, to reject any and all proposals or to cancel this
RFP in its entirety.
Any proposal received which does not meet the requirements of this RFP may be considered to
be nonresponsive, and the proposal may be rejected. Proposers must comply with all of the
terms of this RFP and all applicable State laws and regulations. The City may reject any
proposal that does not comply with all of the terms, conditions, and performance requirements
of this RFP.
Proposers may not restrict the rights of the City or otherwise qualify their proposals. If a
Proposer does so, the City may determine the proposal to be a nonresponsive counteroffer, and
the proposal may be rejected.
The City reserves the right, at its sole discretion, to waive variances in technical proposals
provided such action is in the best interest of the City. Where the City waives minor variances
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in proposals, such waiver does not modify the RFP requirements or excuse the Proposer from
full compliance with the RFP. Notwithstanding any minor variance, the City may hold any
Proposer to strict compliance with the RFP.
8.17 Disclosure of Proposal Contents
All proposals and other materials submitted in response to this RFP procurement process
become the property of the City. Selection or rejection of a proposal does not affect this right.
All proposal information, including detailed price and cost information, will be held in confidence
during the evaluation process. Upon the completion of the evaluation of proposals, the
proposals and associated materials will be open for review by the public to the extent allowed by
the California Public Records Act, (Government Code Section 6250-6270 and 6275-6276.48).
By submitting a proposal, the Proposer acknowledges and accepts that the contents of the
proposal and associated documents will become open to public inspection.
8.18 Proprietary Information
The master copy of each proposal will be retained for official files and will become public record
after the award of a contract unless the proposal or specific parts of the proposal can be shown
to be exempt by law (Government code §6276). Each Proposer may clearly label part of a
proposal as "CONFIDENTIAL" if the Proposer thereby agrees to indemnify and defend the City
for honoring such a designation. The failure to so label any information that is released by the
City will constitute a complete waiver of all claims for damages caused by any release of the
information. If a public records request for labeled information is received by the City, the City
will notify the Proposer of the request and delay access to the material until seven working days
after notification to the Proposer. Within that time delay, it will be the duty of the Proposer to act
in protection of its labeled information. Failure to so act will constitute a complete waiver.
8.19 Severability
If any provision of this RFP is declared by a court to be illegal or in conflict with any law, the
validity of the remaining terms and provisions will not be affected; and, the rights and obligations
of the City and Proposers will be construed and enforced as if the RFP did not contain the
particular provision held to be invalid.
8.20 RFP and Proposal Incorporated into Final Contract
This RFP and the successful proposal will be incorporated into the final contract.
8.21 Proposal Amendment
The City will not accept any amendments, revisions, or alterations to proposals after the
deadline for proposal submittal unless such is formally requested, in writing, by the City.
8.22 Consultant Participation
The City reserves the right to share with any consultant of its choosing this RFP and proposal
responses in order to secure a second opinion. The City may also invite said consultant to
participate in the Proposal Evaluation process.
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8.23 Warranty
The selected software proposer will warrant that the proposed software will conform in all
material respects to the requirements and specifications as stated in this RFP, demonstrated in
both the software demonstration and subsequent proof-of-capabilities. Further, that
requirements as stated in this RFP will become part of the selected software proposer’s license
and the software proposer will warrant to the requirements. The selected proposer must
warrant that the content of its proposal accurately reflects the software's capability to satisfy the
functional/technological requirements as included in this RFP. Furthermore, the warranty, at a
minimum, should be valid for the duration of the implementation and until final acceptance (as
will be defined during the negotiation process) of all application modules included in the
implementation.
8.24 Rights of the City
The City reserves the right to:
Make the selection based on its sole discretion
Reject any and all proposals
Issue subsequent Requests for Proposals
Postpone opening proposals, if necessary, for any reason
Remedy errors in the Request for Proposal process
Approve or disapprove the use of particular subcontractors
Negotiate with any, all, or none of the Proposers
Accept other than the lowest offer
Waive informalities and irregularities in the proposals
Enter into an agreement with another Proposer in the event the originally selected
Proposer defaults or fails to execute an agreement with the City
An agreement will not be binding or valid with the City unless and until it is approved by the City
Council and executed by authorized representatives of the City and of the Proposer.
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Appendix A – City Professional Services Agreement
It is recognized that the formal basis of any agreement between the City and the service
provider is a contract rather than a proposal. In submitting proposals, Proposers must indicate
that they are prepared to complete the City’s Agreement for Professional Services, which is
presented on the following pages.
The winning proposer will be expected to accept these terms and conditions unless they
otherwise take exception in their cover letter.
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PROFESSIONAL SERVICES AGREEMENT
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 (“Consultant”). The parties hereto agree as
follows:
1.0 SERVICES OF CONSULTANT
1.1 Scope of Services. In compliance with all terms and conditions of this
Agreement, Consultant shall provide those services related to
, Project No. , as specified in the “Scope of Services”
attached hereto as Exhibit “A” and incorporated herein by this reference (the “services” or
“work”). Consultant warrants that all services will be performed in a competent,
professional and satisfactory manner in accordance with the standards prevalent in the
industry for such services.
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 of La Quinta and any Federal, State or local governmental agency of competent
jurisdiction.
1.3 Licenses, Permits, Fees and Assessments. Except as otherwise specified
herein, Consultant 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. Consultant 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.
1.4 Familiarity with Work. By executing this Agreement, Consultant warrants that
(a) it has thoroughly investigated and considered the work to be performed, (b) it has
investigated the site of the work and fully acquainted itself with the conditions there
existing, (c) it has carefully considered how the work should be performed, and (d) it fully
understands the facilities, difficulties and restrictions attending performance of the work
under this Agreement. Should Consultant discover any latent or unknown conditions
materially differing from those inherent in the work or as represented by City, Consultant
shall immediately inform City of such fact and shall not proceed except at Consultant's risk
until written instructions are received from the Contract Officer (as defined in Section 4.2
hereof).
1.5 Care of Work and Standard of Work.
a. Care of Work. Consultant shall adopt reasonable methods during the life of the
Agreement to furnish continuous protection to the work performed by Consultant, and the
equipment, materials, papers and other components thereof to prevent losses or damages,
and shall be responsible for all such damages, to persons or property, until acceptance of
the work by City, except such losses or damages as may be caused by City's own
negligence. The performance of services by Consultant shall not relieve Consultant from
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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 Consultant.
b. Standard of Work. Consultant acknowledges and understands that the services
and work contracted for under this Agreement require specialized skills and abilities and
that, consistent with this understanding, Consultant’s services and work will be held to a
heightened standard of quality and workmanship. Consistent with Section 1.4
hereinabove, Consultant represents to City that it holds the necessary skills and abilities to
satisfy the heightened standard of work as set forth in this Agreement.
1.6 Additional Services. In accordance with the terms and conditions of this
Agreement, Consultant shall perform services in addition to those specified in the Scope of
Services (“Additional Services”) when directed to do so by the Contract Officer.
Consultant shall not perform any Additional Services until receiving prior written
authorization from the Contract Officer. It is specifically understood and agreed that oral
requests and/or approvals of Additional Services shall be barred and are unenforceable.
Failure of Consultant to secure the Contract Manager’s written authorization for Additional
Services shall constitute a waiver of any and all right to adjustment of the Contract Sum or
time due, whether by way of compensation, restitution, quantum meruit, etc. for
Additional Services provided without the appropriate authorization from the Contract
Manager. Compensation for properly authorized Additional Services shall be made in
accordance with Section 2.2 of this Agreement.
1.7 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”). 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.
2.0 COMPENSATION
2.1 Contract Sum. For the services rendered pursuant to this Agreement,
Consultant shall be compensated in accordance with Exhibit “B” (the “Schedule of
Compensation”) in a total amount not to exceed
Dollars ($ ) (the “Contract Sum”), except as provided in
Section 1.6. 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 Consultant's
rate schedule, but not exceeding the Contract Sum, or such other methods as may be
specified in the Schedule of Compensation. 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. Regardless of the method of compensation set forth in the Schedule of
Compensation, Consultant’s overall compensation shall not exceed the Contract Sum,
except as provided in Section 1.6 of this Agreement, “Additional Services.”
2.2 Compensation for Additional Services. Additional services approved in
advance by the Contract Manager pursuant to Section 1.6 of this Agreement, “Additional
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Services,” shall be paid for in an amount agreed to in writing by both City and Consultant
in advance of the Additional Services being rendered by Consultant. Any compensation for
Additional Services amounting to five percent (5%) or less of the Contract Sum may be
approved by the Contract Officer. Any greater amount of compensation for additional
services must be approved by the La Quinta City Council. Under no circumstances shall
Consultant receive compensation for any Additional Services unless prior written approval
for the Additional Services is obtained from the Contract Officer pursuant to Section 1.6 of
this Agreement.
2.3 Method of Billing. Any month in which Consultant wishes to receive
payment, Consultant shall submit to City no later than the tenth (10th) working day of
such month, in the form approved by the 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 Consultant specifying that the
payment requested is for work performed in accordance with the terms of this Agreement.
City will pay Consultant for all expenses 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.
3.0 PERFORMANCE SCHEDULE
3.1 Time of Essence. Time is of the essence in the performance of this Agreement.
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 time period specified in the Schedule of
Performance may be approved in writing by the Contract Officer.
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 Consultant, 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 Consultant shall within ten (10) days of the commencement of such delay
notify the Contract Officer in writing of the causes of the delay. The Contract Officer 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 his or her judgment such delay is justified,
and the Contract Officer's determination shall be final and conclusive upon the parties to
this Agreement. Extensions to the Schedule of Performance which are determined by the
Contract Officer to be justified pursuant to this Section shall not entitle the Consultant to
additional compensation in excess of the Contract Sum.
3.4 Term. Unless earlier terminated in accordance with Sections 8.7 or 8.8 of this
Agreement, the term of this agreement shall commence on _________, ____, 20__ and
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terminate on ____________, ___ 20___(initial term). This agreement may be extended for
_____ additional year(s) upon mutual agreement by both parties (extended term).
4.0 COORDINATION OF WORK
4.1 Representative of Consultant. The following principals of Consultant are hereby
designated as being the principals and representatives of Consultant authorized to act in its
behalf with respect to the work specified herein and make all decisions in connection
therewith:
a.
b.
c.
It is expressly understood that the experience, knowledge, capability, and reputation
of the foregoing principals were a substantial inducement for City to enter into this
Agreement. Therefore, the foregoing principals shall be responsible during the term of this
Agreement for directing all activities of Consultant and devoting sufficient time to
personally supervise the services hereunder.
The foregoing principals may not be changed by Consultant and no other personnel
may be assigned to perform the service required hereunder without the express written
approval of City.
4.2 Contract Officer. The Contract Officer shall be or
such other person as may be designated by the City Manager of City. It shall be
Consultant's responsibility to assure that the Contract Officer is kept informed of the
progress of the performance of the services and Consultant shall refer any decisions,
which must be made by City to the Contract Officer. Unless otherwise specified herein,
any approval of City required hereunder shall mean the approval of the Contract Officer.
4.3 Prohibition Against Subcontracting or Assignment. The experience, knowledge,
capability and reputation of Consultant, its principals and employees were a substantial
inducement for City to enter into this Agreement. Except as set forth in this Agreement,
Consultant shall not contract 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 assigned or transferred, voluntarily
or by operation of law, without the prior written approval 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 Consultant, its agents or employees,
perform the services required herein, except as otherwise set forth. Consultant 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. Consultant 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.
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4.5 City Cooperation. City shall provide Consultant with any plans, publications,
reports, statistics, records or other data or information pertinent to services to be
performed hereunder which are reasonably available to Consultant only from or through
action by City.
5.0 INSURANCE
5.1 Insurance. Prior to the beginning of and throughout the duration of the Work
performed under this Agreement, Consultant 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 Consultant's acts or omissions rising out of or related to Consultant'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 Consultant's
performance hereunder and neither City nor its insurers shall be required to contribute to
any such loss. A certificate evidencing the foregoing and naming City and its officers and
employees as additional insured (on the Commercial General Liability policy only) shall be
delivered to and approved by City prior to commencement of the services hereunder.
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)
Commercial Auto Liability (at least as broad as ISO CA 0001)
$1,000,000 (per accident)
Errors and Omissions Liability
$1,000,000 (per claim and aggregate)
Workers’ Compensation
(per statutory requirements)
Consultant 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 Consultant, its officers, any person directly or indirectly employed by
Consultant, any subcontractor or agent, or anyone for whose acts any of them may be
liable, arising directly or indirectly out of or related to Consultant's performance under this
Agreement. If Consultant or Consultant’s employees will use personal autos in any way on
this project, Consultant 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 Consultant's performance hereunder and neither City nor its insurers
shall be required to contribute to such loss.
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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 consultant 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.
Consultant 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.
All insurance required by this Section shall be kept in effect during the term of this
Agreement and shall not be cancelable without written notice to City of proposed
cancellation. The procuring of such insurance or the delivery of policies or certificates
evidencing the same shall not be construed as a limitation of Consultant's obligation to
indemnify City, its officers, employees, contractors, subcontractors, or agents.
5.2 Remedies. In addition to any other remedies City may have if Consultant 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 Consultant to stop work under this Agreement and/or withhold any
payment(s) which become due to Consultant hereunder until Consultant 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
Consultant's failure to maintain or secure appropriate policies or endorsements. Nothing
herein contained shall be construed as limiting in any way the extent to which Consultant
may be held responsible for payments of damages to persons or property resulting from
Consultant's or its subcontractors' performance of work under this Agreement.
5.3 General Conditions pertaining to provisions of insurance coverage by Consultant.
Consultant and City agree to the following with respect to insurance provided by
Consultant:
1. Consultant 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
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to 1992. Consultant also agrees to require all contractors, and subcontractors to do
likewise.
2. No liability insurance coverage provided to comply with this Agreement
shall prohibit Consultant, or Consultant’s employees, or agents, from waiving the right of
subrogation prior to a loss. Consultant 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 Contractor 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 the 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. Consultant 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.
7. Proof of compliance with these insurance requirements, consisting of
certificates of insurance evidencing all of the coverages required and an additional insured
endorsement to Consultant’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. Any premium so paid by City shall be charged to and promptly paid by
Consultant or deducted from sums due Consultant, at City option.
8. It is acknowledged by the parties of this agreement that all insurance
coverage required to be provided by Consultant 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. Consultant agrees to ensure that subcontractors, and any other party
involved with the project that is brought onto or involved in the project by Consultant,
provide the same minimum insurance coverage required of Consultant. Consultant 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. Consultant
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agrees that upon request, all agreements with subcontractors and others engaged in the
project will be submitted to City for review.
10. Consultant 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 Consultant’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 City shall review options with the Consultant, which may include
reduction or elimination of the deductible or self-insured retention, substitution of other
coverage, or other solutions.
11. The City reserves the right at any time during the term of the contract to
change the amounts and types of insurance required by giving the Consultant ninety (90)
days advance written notice of such change. If such change results in substantial
additional cost to the Consultant, the City will negotiate additional compensation
proportional to the increased benefit to City.
12. 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.
13. Consultant acknowledges and agrees that any actual or alleged failure on
the part of City to inform Consultant of non-compliance with any insurance requirement in
no way imposes any additional obligations on City nor does it waive any rights hereunder
in this or any other regard.
14. Consultant 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 or not 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.
15. Consultant 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 Consultant’s
insurance agent to this effect is acceptable. A certificate of insurance and/or additional
insured endorsement as required in these specifications applicable to the renewing or new
coverage must be provided to City within five (5) days of the expiration of coverages.
16. The provisions of any workers’ compensation or similar act will not limit
the obligations of Consultant under this agreement. Consultant expressly agrees not to
use any statutory immunity defenses under such laws with respect to City, its employees,
officials and agents.
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17. 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.
18. 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.
19. The requirements in this Section 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 Section.
20. Consultant 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
Consultant 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.
21. Consultant agrees to provide immediate notice to City of any claim or loss
against Consultant 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.
6.0 INDEMNIFICATION.
6.1 General Indemnification Provision.
a. Indemnification for Professional Liability. When the law establishes a
professional standard of care for Consultant’s Services, to the fullest extent permitted by
law, Consultant shall indemnify, protect, defend and hold harmless City and any and all of
its officials, employees and agents (“Indemnified Parties”) from and against any and all
claims, losses, liabilities of every kind, nature and description, damages, injury (including,
without limitation, injury to or death of an employee of Consultant or subconsultants),
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 cause in whole or in part by
any negligent or wrongful act, error or omission of Consultant, its officers, agents,
employees or subconsultants (or any entity or individual that Consultant shall bear the legal
liability thereof) in the performance of professional services under this agreement. With
respect to the design of public improvements, the Consultant 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 Consultant.
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b. Indemnification for Other Than Professional Liability. Other than in the
performance of professional services and to the full extent permitted by law, Consultant
shall indemnify, defend and hold harmless City, and any and all of its employees, officials
and agents from and against any liability (including liability for claims, suits, actions,
arbitration proceedings, administrative proceedings, regulatory proceedings, losses,
expenses or costs 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, where the same arise out of, are a consequence of,
or are in any way attributable to, in whole or in part, the performance of this Agreement by
Consultant or by any individual or entity for which Consultant is legally liable, including but
not limited to officers, agents, employees or subconsultants of Consultant.
6.2 Standard Indemnification Provisions. Consultant agrees to obtain executed
indemnity agreements with provisions identical to those set forth herein this section from
each and every subconsultant or any other person or entity involved by, for, with or on
behalf of Consultant in the performance of this agreement. In the event Consultant fails to
obtain such indemnity obligations from others as required herein, Consultant agrees to be
fully responsible according to the terms of this section. Failure of City to monitor
compliance with these requirements imposes no additional obligations on City and will in
no way act as a waiver of any rights hereunder. This obligation to indemnify and defend
City as set forth herein is binding on the successors, assigns or heirs of Consultant and
shall survive the termination of this agreement or this section.
a. Indemnity Provisions for Contracts Related to Construction. Without
affecting the rights of City under any provision of this agreement, Consultant shall not be
required to indemnify and hold harmless City for liability attributable to the active
negligence of City, provided such active 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 actively negligent and where City’s active negligence accounts for
only a percentage of the liability involved, the obligation of Consultant will be for that
entire portion or percentage of liability not attributable to the active negligence of City.
b. Indemnification Provision for Design Professionals.
1. Applicability of Section 6.2(b). Notwithstanding Section 6.2(a)
hereinabove, the following indemnification provision shall apply to Consultants who
constitute “design professionals” as the term is defined in paragraph 3 below.
2. Scope of Indemnification. To the fullest extent permitted by law,
Consultant shall indemnify, defend, and hold harmless City and City’s agents, officers,
officials, employees, representatives, and departments (“Indemnified Parties”) from and
against any and all claims, losses, liabilities of every kind, nature and description, damages,
injury (including, without limitation, injury to or death of an employee of Consultant or
subconsultants), 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
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connection therewith and costs of investigation, that arise out of, pertain to, or relate to,
directly or indirectly, in whole or in part, the negligence, recklessness, or willful
misconduct of Consultant, any subconsultant, anyone directly or indirectly employed by
them or anyone that they control.
3. Design Professional Defined. As used in this Section 6.2(b), the
term “design professional” shall be limited to licensed architects, registered professional
engineers, licensed professional land surveyors and landscape architects, all as defined
under current law, and as may be amended from time to time by Civil Code § 2782.8.
7.0 RECORDS AND REPORTS.
7.1 Reports. Consultant shall periodically prepare and submit to the Contract
Officer such reports concerning Consultant's performance of the services required by this
Agreement as the Contract Officer shall require.
7.2 Records. Consultant shall keep such books and records as shall be necessary
to perform the services required by this Agreement and enable the Contract Officer to
evaluate the cost and the performance of such services. Books and records pertaining to
costs shall be kept and prepared in accordance with generally accepted accounting
principles. The Contract Officer shall have full and free access to such books and records
at all reasonable times, including the right to inspect, copy, audit, and make records and
transcripts from such records.
7.3 Ownership of Documents. Originals of all drawings, specifications, reports,
records, documents and other materials, whether in hard copy or electronic form, which
are prepared by Consultant, its employees, subcontractors and agents in the performance
of this Agreement, shall be the property of City and shall be delivered to City upon
termination of this Agreement or upon the earlier request of the Contract Officer, and
Consultant shall have no claim for further employment or additional compensation as a
result of the exercise by City of its full rights of ownership of the documents and materials
hereunder. Consultant shall cause all subcontractors to assign to City any documents or
materials prepared by them, and in the event Consultant fails to secure such assignment,
Consultant shall indemnify City for all damages suffered thereby.
In the event City or any person, firm or corporation authorized by City reuses said
documents and materials without written verification or adaptation by Consultant 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 Consultant
from liability resulting from said change. The provisions of this clause shall survive the
completion of this Contract and shall thereafter remain in full force and effect.
7.4 Release of Documents. The drawings, specifications, reports, records,
documents and other materials prepared by Consultant in the performance of services
under this Agreement shall not be released publicly without the prior written approval of
the Contract Officer or as required by law. Consultant shall not disclose to any other
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entity or person any information regarding the activities of City, except as required by law
or as authorized by City.
8.0 ENFORCEMENT OF AGREEMENT.
8.1 California Law. This Agreement shall be construed and interpreted 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
Consultant 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; provided
that if the default is an immediate danger to the health, safety and 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 Section 8.7.
8.3 Retention of Funds. City may withhold from any monies payable to Consultant
sufficient funds to compensate City for any losses, costs, liabilities, or damages it
reasonably believes were suffered by City due to the default of Consultant in the
performance of the services required by this Agreement.
8.4 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 Consultant 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 Consultant. 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.
8.5 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.
8.6 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
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damages for any default, to compel specific performance of this Agreement, to obtain
injunctive relief, or to obtain any other remedy consistent with the purposes of this
Agreement.
8.7 Termination Prior To Expiration Of Term. This section shall govern any
termination of this Agreement, except as specifically provided in the following Section 8.8
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 Consultant. Upon receipt
of any notice of termination, Consultant shall immediately cease all services hereunder
except such as may be specifically approved by the Contract Officer. Consultant shall be
entitled to compensation for all services rendered prior to receipt of the notice of
termination and for any services authorized by the Contract Officer thereafter in
accordance with the Schedule of Compensation or such as may be approved by the
Contract Officer, except as provided in Section 8.3.
8.8 Termination for Default of Consultant. If termination is due to the failure of
Consultant to fulfill its obligations under this Agreement, City may, after compliance with
the provisions of Section 8.2, take over work and prosecute the same to completion by
contract or otherwise, and Consultant shall be liable to the extent that the total cost for
completion of the services required hereunder exceeds the compensation herein stipulated
(provided that City shall use reasonable efforts to mitigate such damages), and City may
withhold any payments to Consultant for the purpose of setoff or partial payment of the
amounts owed City as previously stated in Section 8.3.
8.9 Attorneys' Fees. If either party commences an action against the other party
arising out of or in connection with this Agreement, the prevailing party shall be entitled to
recover reasonable attorneys' fees and costs of suit from the losing party.
9.0 CITY OFFICERS AND EMPLOYEES; NONDISCRIMINATION.
9.1 Non-liability of City Officers and Employees. No officer or employee of City
shall be personally liable to Consultant, or any successor in interest, in the event or any
default or breach by City or for any amount which may become due to Consultant or to its
successor, or for breach of any obligation of the terms of this Agreement.
9.2 Conflict of Interest. No officer or employee of City shall have any personal
interest, direct or indirect, in this Agreement nor shall any such officer or employee
participate in any decision relating to the Agreement which affects his or her personal
interest or the interest of any corporation, partnership or association in which she or he is,
directly or indirectly, interested, in violation of any State statute or regulation. Consultant
warrants that it has not paid or given and will not pay or give any third party any money or
general consideration for obtaining this Agreement.
9.3 Covenant against Discrimination. Consultant 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 race, color, creed, religion, sex, marital status, national origin or ancestry in the
performance of this Agreement. Consultant shall take affirmative action to ensure that
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applicants are employed and that employees are treated during employment without regard
to their race, color, creed, religion, sex, marital status, national origin or ancestry.
10.0 MISCELLANEOUS PROVISIONS
10.1 Notice. Any notice, demand, request, consent, approval, 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: To Consultant:
CITY OF LA QUINTA
Attention: Frank Spevacek,
City Manager
78-495 Calle Tampico
La Quinta, California 92253
10.2 Integrated Agreement. This Agreement contains all of the agreements of the
parties and all previous understanding, negotiations and agreements are integrated into and
superseded by this Agreement.
10.3 Amendment. This Agreement may be amended at any time by the mutual
consent of the parties by an instrument in writing signed by both parties.
10.4 Severability. In the event that any one or more of the phrases, sentences,
clauses, paragraphs, or sections contained in this Agreement shall be declared invalid or
unenforceable by a valid judgment or decree of a court of competent jurisdiction, such
invalidity or unenforceability shall not affect any of the remaining 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.
10.5 Authority. The persons executing this Agreement on behalf of the parties
hereto warrant that they are duly authorized to execute this Agreement on behalf of said
parties and that by so executing this Agreement the parties hereto are formally bound to
the provisions of this Agreement.
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 Date
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ATTEST:
______________________________________
Susan Maysels, City Clerk
APPROVED AS TO FORM:
___________________________________
M. Katherine Jenson, City Attorney
CONSULTANT:
By: ___________________________________
Name: ___________
Title: ___________
Date:_ _______________________