Synoptek / IT Assessment 2014THIS 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 Synoptek ("Consultant"). The parties hereto agree as
follows:
1.0 SERVICES OF CONSULTANT
1.1 Sco�e_of Services. 'In compliance with all terms and conditions of this
Agreement, Consultant shall provide those services related to Information
Technology Assessment and Planning Services, 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.
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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 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 unenforeceable. 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 two -thousand seven hundred and
fifty Dollars ($ 2,750) (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 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 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.
3.1 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 December, 1,
2014 and terminate on February 27, 2015.
4.o COORDINATION OF WORIN
4.1 Representative of Consultant. The following principals of Consultantare
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. Miguel Sanchez, Vice President of Professional Services
E-mail: msanchez@synoptek.com
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.
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4.2 Contract Officer. The Contract Officer shall be the Assistant to City
Manager 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.
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
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(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.
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.
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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 bekeptin 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 covera e b
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 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 inscopeof 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
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responsibility for ensuring that such coverage is provided in conformity with the
requirements of this section. Consultant 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 coveragemustbe 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.
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.
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 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.
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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 principals. 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 theeventCity 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 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..
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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 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.
$.9 Attorneys' Fee
t s. If either party commences an action against the other
y ,
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.
9.1 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 becomedueto
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
Last revised 5-20-14
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 insure that 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.O 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:
CITY OF LA QUINTA
Attention: Frank Spevacek,
City Manager
78-495 Calle Tampico
La Quinta, California 92253
To Consultant:
SYNOPTEK
Attention: Miguel Sanchez,
Vice President, Professional Services
19520 Jamboree Road, Suite 110
Irvine, Ca 92616
e-mail: msanchez@synoptek.com
10.2 Integrated Agreement. ThisAgreementcontains 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 instrumentinwriting 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.
10.5Authority. 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
Teresa Thompson, Deputy City Clerk
City of La Quinta, CA
APPROVED AS TO FORM:
William H. Ihrke, City Attorney
CONSULTANT: /Jckl
Last revised 5-20-14
By:
Q--Ij
Name: /V�tt-/ud S6Lr,�,Ck�.Ip.
Title: t 1 Wui ulej
Date: 2-q t4d
mffill��n
Exhibit A
Scope of Services
•• will perform interviews with City staff members, conduct a high level •.
analysis of the City's Information Technology Systems (including the finance
system, permitting and GIS systems and custom applications), conduct a gap
analysis • the City's Information Technology Infrastructure, and review
Information Technology processes.
Last revised 5-20-14 19
Exhibit B
�
With the exception of compensation for Additional Services, provided for in
Section 2.2 of this Agreement, the rnaxinnunn total compensation to be paid to
Consultant under this Agreement is two -thousand mevent hundred and fifty dollars
($2,750) ("Contract Sum"). The Contract Sum shall be paid to Consultant in
installment payments made on a monthly basis and in an amount identified in
Consultants Schedule of Compensation attached hereto for the work tasks
performed and properly invoiced by Consultant in conformance with Section 2.2 of
the Agreement.
Last revised 5-20-14 20
Exhibit C
Consultant shall complete all services identified in the Scope of Services,
Exhibit "A" of this Agreement in accordance with the attached Project Schedule,
attached hereto and incorporated herein by this reference.
Last revised 5-20-14 21
Exhibit
Special Requirements
Last revised 5-20-14 22
19520 Jamboree Rd.
Suite 110
Irvine, CA 92616
94s'v i ,�St
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In
a
November 2014
Presented
City of La Quinta
78-495 Calle Tampico
La Quinta, CA 92253
2.0 SMOPTEKPROFILE ...,. ... ...... ....... - .............. 4
3.0 QUALIFICATIONS& ExPERIENCE,...,.....,,. ........ 6
CITYILOCAL MUNICIPALITY ExPERiENcE .................
6
................. ........... ........... ............................ ... , 6
4.0 SCOPE , — � ...... ........ ...... ...... ........ --.— 7
5.0 METHODOLOGY,,.....,,..,. ... ....... ...... --- .......... ......... ......... — ---- 8
DiscovERY... ...... .......... .... --.— ........... ......... ... ......... ---- 9
ANALYSIS...................... ........ ......... ........ .... 9
PLANNING............................................... ...... -- ................. 10
6.0 APPROACH ................. ...... --.— ....... ....... ........ 10
DISCOVERY................................... ....... ............................. ....... - ................. ...... 10
PLANNING- .......... ....... ....... ...... -- ........ ...... ...... 11
7.0 SCHEDULE. ........................ ......... ............ 12
8.0 PROPOSER PRICING FORM ........ -- ....... ...... ....... ...... -- ......... .......... 12
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Synoptek
1.0 EXECUTIVE SUMMARY
The City of La Quinta, located in the Coachella Valley and founded in 1982, is noted for its extraordina
beauty, championship golf courses, and is regarded as a highly desirable place to live. The City hosts 37,0I
residents and attracts thousands of visitors each year for its outdoor activities and fine dining experiences.
The City provides all typical city services in house with the exception of police, fire response and prevention
water, and sewer service.
The City recently completed an IT Assessment and Plan and has implemented some of the recommendations
identified in the plan. Now that those recommendations have been implemented, the City is planning to
complete a follow-up IT Assessment to serve as more of a health check for the applications environment and
infrastructure. By doing so, the City will be able to continue to identify opportunities for improvement and build
upon their vision that not only ensures efficient and effective operations, but also provides higher levels of
services to its constituents, staff, business community, and partners.
TOY
Quinta is requesting a quote from Synoptek to undergo an Information Technology assessment to review
current IT operations, business systems, and staffing in order to provide recommendations.
Complete a health check on the environment and refresh IT Assessment and Plan
Identify updates to the IT landscape since the last IT Assessment
Identify current and future continuing needs in these areas (gap analysis)
Identify and prioritize significant initiatives to further drive towards the vision
Synoptek has years of experience providing these services to municipal and enterprise organizations. To
demonstrate our experience and the quality of the final work product, Synotpek is providing our qualiTications,
relevant experience, methodology, and project work plan contained within this document.
#
hope that The City will find our experience, approach, and pricina acceptable for the delivery on its
requirements.
Miguel Sanchez Q)
Vice President, Professional Services
11/14/2014 IT Assessment & Planning Services P a g e 13
Synoptek is an IT consulting firm that focuses on providing value-added strategic planning, program and
project management and implementation services to mid -market, and enterprise organizations. Our
organization consists of an expansive and diverse group of consultants that formulate operational strategies
establish the supporting business and information systems, and then manage the implementation of those
systems and strategies. Continuing our long-term commitment to the client, we then provide ongoing
operational support of the newly implemented solutions. We help our clients leverage technology to achieve
improved results through improved decision making, increased operational efficiency, and reduced costs.
such as ERP package selection and implementations, business intelligence solutions and complex web
application development. Because of our multi -functional experience, we understand the impact of the
decisions surrounding large-scale business systems. We regularly solve problems for clients requiring the
coordination and integration of these disciplines as well as the business systems necessary to successfully
operate their organization. At the core of our culture is the ability to effect change within an organization by
employing a highly collaborative and interactive working style with our clients — essentially embedding
ourselves into the organization to ensure projects are delivered and systems are implemented on time without
losing sight of the driving strategic objectives, and minimizing any disruption of our client's daily business
operations.
Synoptek's staff consists of approximately 240 personnel. We focus our recruiting efforts on attracting the best
and brightest for any required role, with our consultants averaging more than ten years of real -world
experience in performing a broad range of technical projects for small and large clients across multiple
industries. In addition to the experience in best practices that each consultant brings to our team, Synoptek
enhances this experience through company -wide best practices training that unifies our talent into a powerful
engine that can drive our client's IT projects to success.
Synoptek provides vision, leadership, expertise and passion in helping organizations define and implement
their strategies. We leverage our strengths and commitment to excellence to deliver value-added business
capabilities that ensure our client's success, and achieve extraordinary results.
Our mission is to:
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• Increased operational efficiency
• Increased competitiveness
• Streamlined operations
• Reduced operational costs
o Reduced risk
By leveraging world class:
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Synoptek
• Leadership and commitment
• Business acumen
• Analysis, problem solving and innovation
• Execution
• Technology
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Synoptek has consistently received recognition for service we provide to our customers. Over the past 8 years,
Synoptek has been recognized extensively for both thought leadership and growth. This includes the following
awards and recognitions:
Ranked#65 on 2010 MSPmentor's Top 100 Most Progressive Managed Services Provider and #25 in
top 25 Managed Services percentage growth. We ranked #1 in Southern California
• Ranked #9 on 2007 Orange County Business Journal's To 100 Fastest Growing Privately Held
Companies
• Ranked #12 on 2008 Orange County Business Journal's Top 100 Fastest Growing Privately Held
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One of 5 companies across the nation awarded Deloitte's Rising Star award among technology
companies
This recognition has been driven by focusing on providing value-added world class services to our customers.
Our success is driven by our customer's success and our mission is to support and help our customers
achieve their strategic and operational goals. Our firm consists of an experienced and talented operational,
leadership, and consulting team. Our team develops IT strategic plans, designs business processes, designs
and builds the supporting information systems, and then manages the implementation of those systems and
strategies. Continuing our long-term commitment to the client, we then provide ongoing operational support of
the newly implemented solutions. We help our clients achieve increased profits, increased operational
MUMM=Iff monwe
11/14/2014 IT Assessment & Planning Services Page 15
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Synoptek
3.0 QUALIFICATIONS & EXPERIENCE
IT Assessment & Strategic Planning Services
For the past 25 years, Synoptek has developed a core competency in pe orming IT Assessments and
Strategic Planning Services. Synoptek has developed IT Assessments and Strategic Plans for many clients
that clearly outlines a roadmap to tune, replace, and/or consolidate legacy business processes, infrastructure,
and systems. Most recently, Synoptek worked with Wait Disney Studio Home Entertainment to develop an IT
strategy for the global brand, sales, and marketing organizations. This involved the replacement and
consolidation of over 27 different systems globally. We have a proven track record of partnering with our clients
to develop a thorough understanding of their business model, strategic drivers, key business processes, and
organizational skills and capabilities to prepare a set of recommendations and plan that are focused on
enabling the business for today and positioning the business for tomorrow.
One of the key areas that drive Synoptek's performance and success is our business first approach. By
focusing on the:
business model, Synoptek is able to effectively assess how information technology currently supports
the business and identify any issues with the current environment.
environment in which the business operates and competes, Synoptek is able to effectively evaluate the
organization's capabilities and identify performance against key benchmarks and best practices.
strategic drivers, Synoptek is able to effectively align technology solutions and recommendations with,
the business drivers and future of the organization.
internal and external consumers of the services and products, Synoptek is able to effectively gain
additional perspective into the overall performance of the organization and how information technology
does and does not support the business.
.1n addition, Synoptek's extensive experience with IT operations, managing large scale system
jmplementations, business process services and management consulting provides us with a unique
perspective on how IT organizations truly operate, how technology solutions impact the trajectory of the
�,usiness, and what it takes to better position IT to enable the business for success.
CitylLocal Municipality Experience
Synoptek has a core competency in municipal government information technology projects and operations.
Several years ago we made the strategic decision as a company to target local government clients for our
services. As a result of that strategic decision and the ensuing experience we have gained, we have
expected by citizens, businesses, and tourists.
11/14/2014 IT Assessment & Planning Services Page 16
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Synoptek
We keep up with contemporary developments in municipal IT projects and operations by attendance in
specific professional organizations and communications, such as: International City/County
Management Association (ICMA), Municipal Management Association of Southern California
(MMASC), League of Cities, and Orange County Law Enforcement Information Technology Association
(OCLEITA), as well as several national public sector events.
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In addition, Synoptek serves multiple cities in Southern California. Synoptek invests in research and develops
white papers on topics such as municipal customer service, use of mobile applications by cities, public health —
emergency response systems and thin -client computing. We share this research with our municipal clients
and provide subject matter experts in specific areas when needed (e.g. certified network security engineer,
municipal CRM expert).
This experience provides us with tremendous insight and depth of knowledge to successfully execute the IT
Assessment for the City of La Quinta.
4.0 SCOPE
While Synoptek provided an IT Assessment and Strategic Plan in 2012, the scope of the proposed assessment
will continue to cover all aspects of the city's operations (e.g. departments, systems). What changes is the
degree to which these operations are reviewed, documented, and assessed.
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Business Organization
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• City Manager
• Finance Director
• Building and Safety Director
• Community Services Director
• Planning Director
11/14/2014 IT Assessment & Planning Services Page 17
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Synoptek
* Public Works Director
* City Clerk
* Human Resources Manager
* Subject matter experts from the Sheriffs & Fire Department
Business Systems:
Synoptek will perform a high level gap analysis on the following systems:
• Finance System
• Permitting & GIS Systems
• Custom Applications
IT Infrastructure:
Synoptek will perform a high level gap analysis on the IT infrastructure components:
• Server and Storage Infrastructure
• Network Infrastructure and Security
• Systems software — OS, DBMS, Messaging, etc.
• Backup and Disaster Recovery Systems
IT Management Processes and Organization:
Synoptek will review the following processes within IT:
• IT Operations and Staffing
• Change Management
• Incident Management and Problem Resolution
• Project Management
• Asset Management
The following is considered to be out of Out of Scope:
• Detailed technical review and validation of technical infrastructure (i.e. network, security audit)
• Detailed process mapping
• Comprehensive organizational skills assessment
5.0 METHODOLOGY
Synoptek follows a structured engagement approach to asses, analyze and develop value added
recommendations for their clients. This engagement approach serves as the foundation for making solid
business decisions, creating realistic expectations, and ultimately, enhancing your IT capabilities and
,2jce. ! is ��,#ir#roqcW consists of 3 6-,hases in the enaaaement armroach: Discovery and Information
11/14/2014 IT Assessment & Planning Services Page 18
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Synoptek
Gathering, Analysis and Planning. Once these phases are completed, the City of La Quinta will have a solid
understanding of the current state and plan, agreed upon by all impacted departments, to ensure the future
needs are going to be addressed and accommodated.
This phase focuses on understanding the value of technology by looking at the future of the organization and
its needs for specific technologies. During this phase, Synoptek facilitates meetings with the company owners,
general managers and key IT staff to understand the vision and mission for the IT organization. By
determining the desired future state, who we are, what we do, and for whom we do it, we are positioned to
develop an IT Assessment and Plan that meets the goals and objectives of the organization. During this
phase, a comprehensive review of the current information technology environment is completed. Synoptek's
pragmatic approach focuses on business operations, how the IT environment supports those business
processes, and identifies gaps in the current systems infrastructure. This includes a review of current
information technology management processes, actual information technology capabilities and maintenance
and support cost of the current IT capabilities. This phase is critical to the success of the IT Assessment and
Plan and is the most collaborative phase of the project. This approach serves as the foundation for completing
* Confirm business direction and identify key strategic initiatives and business objectives
* Alignment of IT plan with the business
* Consensus on priorities driving IT assessment and plan
* Identify current IT strengths and weaknesses
Analysis
The primary focus of the analysis phase is to refer back to the goals and objectives defined by the key
stakeholders during Discovery and identifying information systems support gaps that are hindering the
realization of those goals and opportunities and initiatives to fill those gaps. It is in this phase that Synoptek
11/14/2014 IT Assessment & Planning Services Page 19
Synoptek
findings of Discovery are reviewed and validated by the business as are the recommendations that will be
defined in this phase. This approach serves as the foundation for completing the following key objectives:
* Validation of business direction and key strategic initiatives as defined in Discovery
* Validation of capabilities and future needs assessment
* Validation of gaps and issue analysis
* Validation of overall recommendations and benefits
Planning
as on a review of the key recommendations with stakeholders, Synoptek prioritizes the recommendations
and develops a high level plan for implementation. It is in this phase that Synoptek will provide a detailed
review of key projects identified to meet the business objectives defined in Discovery and to implement the
strategic recommendations defined in Analysis. This approach serves as the foundation for completing the
following key objectives:
• Identify key projects aimed at improving IT Service Delivery Methodologies
® Identify key projects aimed at improving Business Processes and Systems
• Identify key projects aimed at improving Technical Infrastructure
• Identify key components necessary for maintaining a current IT Strategy and Plan
• Develop a recommended implementation plan and estimate
Synoptek's methodology is centered around achieving the greatest benefit and value by aligning the
organization's goals with the capabilities and information systems requirements. This drives the organization's
IT initiatives that will provide the most impact to the City of La Quinta constituents, personnel, commerce and
partners.
6.0 APPROACH
Discovery
Objective:
® Identify current IT infrastructure, business systems, and staffing
® Identify changes in high level requirements
® Validate business direction and identify key strategic initiatives against 2012 plan
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D-
Synoptek
• Discovery and general information gathering; for those environment and organizational elements that
have changed since the last assessment
• IT infrastructure review and data capture
• Executive / Director Interviews — as appropriate
• Alignment • IT plan with business needs
• Consensus on priorities driving strategy and plan
• Identify the gap between where the City is today and where it needs to be
• Analyze impact to business systems and in rastructure re ate to implementation o recommen e
initiatives since last IT Assessment
• Analyze business systems and requirements collected and identify gaps and issues
• Analyze IT operational processes and requirements and identify gaps and issues
• Develop recommendations and review • with key executives
• High Level Gap Analysis
• Documented Recommendations
Planning
Objective:
• Prioritize recommendations and develop high level plan for implementation
• Compile overall analysis into final completed deliverable
• Review with key executives
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Synoptek
ME=
# Documentation of current IT — servers, network, services, organization, processes, n sta
etc.
# Documentation of key Issues and Gaps for Business Systems and IT Operations
o Recommendations by priority and rough roadmap for implementing recommendations
7.0 SCHEDULE
The following schedule is an estimate based on our proposed work plan and assumptions:
Discovery Y2 - 1 Day
Analysis 1 Day
Planning 1 Day
8.0 PROPOSER PRICING FORM
Synoptek's delivery model enables us to deliver a tremendous amount of value for a very reasonable cost. By
hyi-jt,q*tk*X-A;c,-rienced consultants and a sound methodolorm we are able to deliver &ro:ects efficientl�q while
also managing operational risk and project risk.
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