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  1. 1. City of Boulder Request for Proposal RFP No. 27-2009 Information Technology Infrastructure Analysis Issue Date: May 18, 2009 Due Date (REVISED): 4 p.m. (Mountain Daylight Time), June 5, 2009 4 p.m. (Mountain Daylight Time), June 9, 2009
  2. 2. CITY OF BOULDER, COLORADO NOTICE OF CALL FOR PROPOSALS RFP NO. 27-2009 CONSULTING/PROFESSIONAL SERVICES The city of Boulder, Colorado, is seeking proposals for: Information Technology Infrastructure Analysis In accordance with the specifications of the RFP, sealed proposals will be received in the office of the Purchasing Coordinator until 4 P.M. Mountain Time, June 5, 2009. Late proposals will not be considered. A copy of this Request for Proposal (RFP) may be obtained from the city’s web site at: Sealed proposals shall be plainly marked ‘RFP No. 27-2009, Consulting Services, 4 P.M., June 5, 2009”. Proposals can be mailed to: Calder Grey City of Boulder – Purchasing Division P.O. Box 791 Boulder, Colorado 80306-0791 Hand delivered proposals must be delivered to the office of the Purchasing Coordinator, 1777 Broadway, Boulder, Colorado 80302. Proposals shall be prepared at the bidder’s expense and becomes a city record and therefore a public record. The services upon which proposals are submitted shall equal or exceed the specifications outlined in the RFP. Preference is hereby given to labor, materials, supplies or provisions produced, manufactured or grown in Colorado, quality and price being equal to articles or services offered by competitors outside the State of Colorado. The lowest responsible and best proposal shall be accepted; provided, however, that the city, acting through its duly authorized representatives, shall have the right to reject any and all proposals and waive any informality or irregularity contained in said proposal. Dated this 18th day of May, 2009. City of Boulder, Colorado A Municipal Corporation By: __________________________________ For the Director of Finance and Record Ex-officio City Clerk
  3. 3. Table of Contents Table of Contents CHAPTER I: GENERAL RFP INFORMATION.....................................................................................................4 OBJECTIVE OF THIS RFP / DESIRED VENDOR PROFILE.................................................4 DELIVERABLES........................................................................................................................8 RFP OFFICIAL CONTACT.......................................................................................................9 PROCUREMENT SCHEDULE..................................................................................................9 LETTER OF INTENT...............................................................................................................10 QUESTIONS REGARDING THE RFP....................................................................................10 PROPOSAL PREPARATION..................................................................................................11 PROPOSAL SUBMISSION......................................................................................................11 EVALUATION PROCEDURES..............................................................................................12 CHAPTER II: REQUIRED PROPOSAL RESPONSE FORMS...........................................................................13 PROPOSAL PREPARATION INSTRUCTIONS....................................................................13 FORM 1: COVER LETTER.....................................................................................................14 FORM 2: PROPOSAL SUMMARY.........................................................................................15 FORM 3: ACCEPTANCE OF TERMS AND CONDITIONS.................................................17 FORM 4: GENERAL CONSULTANT INFORMATION........................................................18 FORM 5: PROJECT STAFF LIST...........................................................................................21 FORM 6: KEY PROJECT STAFF BACKGROUND INFORMATION..................................22 FORM 7: CUSTOMER REFERENCE FORM.........................................................................23 FORM 8: TASK AREA DESCRIPTIONS...............................................................................24 FORM 9: RESPONSES TO NARRATIVE QUESTIONS.......................................................25 FORM 10: PROJECT SCHEDULE AND WORKPLAN.........................................................26 FEE SCHEDULE......................................................................................................................26 APPENDICES.............................................................................................................................................................27 CITY OF BOULDER PROFESSIONAL SERVICES CONTRACT BOILERPLATE.......27 PROFESSIONAL SERVICES AGREEMENT.......................................................................................................27 SCHEDULE A - STATEMENT OF WORK............................................................................................................39 ATTACHMENTS.......................................................................................................................................................41 Attachment A: Non-Collusion Certificate............................................................................................................................41
  4. 4. Chapter I: General RFP Information OBJECTIVE OF THIS RFP / DESIRED VENDOR PROFILE OBJECTIVE The purpose of this RFP is to solicit proposals from consultants qualified to prepare an information technology infrastructure analysis targeted specifically at: a) Maximizing the long-term performance and resource utilization of the city’s server and client environments, while better controlling operating costs and capital replacement expenditures. A specific analysis of server consolidation and virtualization opportunities is to be included; as well as opportunities to pursue desktop virtualization and thin-client use. As a result, a key objective of this analysis is to implement an enterprise infrastructure that maximizes energy reduction and related opportunities in support of the city’s climate, energy and environmental sustainability objectives. (Thus, this project is also known internally as the “IT Green Study”.) b) Optimizing the city’s central data storage and application provisioning strategy in order to leverage better overall system performance, ease of system management, foster database license consolidation, and improve scalability. c) Seizing opportunities for improve overall disaster preparedness/recovery capabilities in both areas. CONSULTANT PROFILE We are looking for a consultant to assist us in creating what in essence is an enterprise IT infrastructure strategic plan in the area of server, desktop and storage management. This will guide us through the next four-to-five years and serve as a basis for capital and operating budget proposals surrounding these service areas. The chosen firm will display an intimate understanding of our currently-employed technologies and well-established, state-of-the-art enhancement alternatives; will highlight current strengths and weaknesses; and, will identify, prioritize, and cost-justify its recommendations in a manner intelligible to both a highly technology audience, as well as non-technical budget and policy decision makers. The selected consulting firm will show a keen knowledge of (and sensitivity to) industry standards and best practices. The firm will display an ability to think objectively about different architectural and product options to achieve the city’s objectives. We do not have exact projections of anticipated income streams for capital and operating funding, and one of the primary questions that we are asking with this engagement is: “How do we provide a high-integrity, high-performance server, desktop, and storage architecture with a compelling cost/benefit argument?” Operating cost / TCO issues are of significant importance to us, as the city’s financial resources are expected to be limited over the next several years. A firm with sensitivity to the fiscal and staffing constraints of local governments will be a definite plus.
  5. 5. THE CITY OF BOULDER Boulder is located in the foothills of the Rocky Mountains, just 35 miles northwest of Denver. Home of the University of Colorado's main campus and the National Center for Atmospheric Research, Boulder sits 5,430 feet above sea level and is surrounded by a greenbelt of city trails and open spaces. Boulder is known for its natural beauty, outdoor recreation, natural product retailers and restaurants, outstanding alternative transportation options, diverse businesses, and technological and academic resources. With an estimated population of 103,100, Boulder has been recognized nationally as having one of the most well-educated and technology-focused citizenries in the nation. The city of Boulder operates as a full-service municipal organization under a Council- Manager form of government and has an annual budget of approximately $243 million. BOULDER INFORMATION TECHNOLOGY FUNCTIONS Most city of Boulder information technology systems and services are managed by the department of Information Technology, though some related functions reside in other departments. The Director of Information Technology reports to the Deputy City Manager for Administrative Services. The department’s 32.75 full-time equivalents (FTEs) are divided among three divisions: • Network Services: Responsible for PC and end-user support, Help Desk, network, server, systems and database administration. • Application Services: Responsible for application development and enterprise COTS (Commercial off the Shelf) software application administration and support. • Administrative Services: Responsible for department financial management and general administrative support. The IT department is funded via the city’s General Fund. Though the department manages a central Computer Replacement Fund, the department itself does not operate as an internal service fund and its projects are not an element of the city’s Capital Improvement Program (CIP). The department is currently undergoing a consultant-assisted Information Technology Strategic Plan and Efficiency/Effectiveness Evaluation due to be completed in late-July 2009. It is anticipated that one of the major conclusions of the study will be a need for the department to pursue a more cogent infrastructure investment strategy that includes a more strategic approach to server and desktop virtualization, enterprise storage and associated disaster recovery.
  6. 6. BOULDER INFRASTRUCTURE ENVIRONMENT The city of Boulder has approximately 1,300 full time employees and 1,400 PC’s distributed across 50 different facilities. The city maintains three data centers which are interconnected via 10 Gigabit Ethernet on a fiber optic network. Data services are delivered to 41 of these facilities via Ethernet over fiber and the remaining locations are serviced via T1 or high-speed point-to-point wireless. Ethernet includes use of 10 Gigabit Ethernet (core layer), Gigabit Ethernet (distribution layer), and 10/100/1000 Ethernet (access or desktop layer). The city has standardized on Cisco routers, switches and wireless infrastructure. The city utilizes a network of legacy Nortel PBX’s and branch extenders for voice communication over city-owned copper or leased DS-1 circuits. The city has initiated a project to migrate to VoIP during 2009 - 2010. The city's data network is almost completely ready for VoIP today with very few additional upgrades to hardware or software required. All layers of the network are without traffic congestion. Nearly all Ethernet ports support PoE. All network devices support QoS features. The city’s maintains a mixed Windows and Linux Server environment and the standard desktop operating system is Windows XP. The Windows environment is composed of 113 physical servers and 68 virtual servers (mix of Windows Hyper-V and VMware Server) supporting enterprise/departmental COTS applications and a variety of services that included - Active Directory domain, file, print, Exchange, GIS (ESRI), SQL Server/MySQL, SCADA and IIS. Of these 181 physical/virtual servers, 29 are running Windows Server 2008, 136 are running Windows Server 2003 and 16 are running Windows 2000 Server. The Linux environment is composed of 38 physical servers and 7 virtual servers running a mix of SuSE, RedHat, CentOS and Fedora supporting FTP, DNS, streaming video, Web, application (Tomcat/Oracle) and Oracle/MySQL database services. The city has developed and maintains an extensive Citrix environment based on Citrix Presentation Server v4.5. The Citrix Server farm is comprised of 14 servers distributed across 3 data centers. Applications and Citrix infrastructure are distributed across these servers to provide redundancy and optimized performance. Originally conceived as a telecommuter tool, its role was expanded to deliver enterprise applications to internal as well as remote users. Although this goal has not been fully realized, the infrastructure is in place should this study deem it viable for that purpose. Seventy-percent of the Citrix hardware is at end of life, the remaining 30% will reach end of life in 2010. Maintenance/ renewal is kept the Enterprise Citrix license of 405 concurrent connections. Although licensed for the current version, plans to move the farm to XenApp have not been made at this time. The city of Boulder’s data centers are a limited access controlled environment. The standard configuration is rack mounted Dell servers in configurations with redundant power supplies, Smart Array SCSI controllers, and built-in Ethernet 100/1000 network interfaces (depending on age, role, location, etc.). Servers are typically configured with
  7. 7. direct-attached storage in Mirror, RAID5 configurations or iSCSI (LeftHand) storage arrays. The city currently has approximately 18 TB of in-use storage provided by both DAS and iSCSI (LeftHand) storage arrays. Growth trend data will be developed by the consultant using information supplied by the city per the consultant’s data collection and analysis method. All servers are backed up using Commvault v 7 SP5. The backup solution includes a control server, two data movers (media agents), a REO 9000 16TB Disk array configured as a Virtual Tape Library, and a SpectraLogic T120 Tape Library.
  8. 8. DELIVERABLES The consultant’s deliverable will be a written report with the following key components: a) A thorough analysis of options available to the city to achieve the above- stated goals, including a high-level qualitative and quantitative cost/benefit analysis based on data gathered during the review. Via the consultant’s discovery methodology, this analysis will capture current and future needs impacting central and distributed processing and storage. b) Identification and elaboration of recommendations identified among the options presented, including detailed specifications, budget estimates, and implementation phasing recommendations for inclusion in the city’s 2010-2011 operating budget (defining required capital investment costs and the net impact on maintenance and operations costs of the recommended solutions). c) Staff training, development and general support recommendations to effectively implement and operate the recommended technologies.
  9. 9. RFP OFFICIAL CONTACT Upon release of this RFP, all consultant communications concerning the overall RFP should be directed to the RFP Coordinator listed below. Unauthorized contact regarding this RFP with other city employees may result in disqualification. Any oral communications will be considered unofficial and non-binding on the city. Consultants should rely only on written statements issued by the RFP Coordinator. Name: RFP Coordinator Don Ingle, Director of IT Address: City of Boulder Information Technology Department 1101 Arapahoe Ave., 3rd Floor Boulder, Colorado 80302 Telephone: 303.441.4183 E-mail: PROCUREMENT SCHEDULE The procurement schedule for this project is as follows: Note: The city reserves the right to adjust this schedule as necessary. Milestone Date Release RFP to Consultants May 18th, 2009 Final Consultant Questions (if any) Due May 29th, 2009 Final Answers to RFP Questions Released June 2nd, 2009 Proposal Responses Due - 4:00 PM (MDT) June 5th, 2009 Finalists selected June 10th, 2009 Finalist interviews (please reserve these dates) June 16th-18th, 2009 Consultant Selection (estimated) June 22nd, 2009 Contract Negotiations Complete To be determined Contract Signed To be determined Work Begins To be determined System Evaluation Complete To be determined Final Acceptance To be determined
  10. 10. LETTER OF INTENT Consultants wishing to submit proposals are encouraged to provide a written letter of intent to propose by May 29th, 2009. An email attachment sent to is fine. Letters sent via facsimile will be accepted at 303.441.4013. The letter must identify the name, address, phone, fax number, and e- mail address of the person who will serve as the key contact for all correspondences regarding this RFP. A letter of intent is required in order for the city to provide interested consultants with notifications of any questions received and the city’s answers to those questions. QUESTIONS REGARDING THE RFP Consultants who request clarification of the RFP requirements may submit written questions to the RFP Coordinator at any time up to 4 p.m. (MDT) on May 29 th, 2009 Written copies of all questions and answers will be provided to all consultants who have submitted letters of intent via the city’s website. An email attachment sent to is fine. Letters sent via facsimile will be accepted at 303.441.4013.
  11. 11. PROPOSAL PREPARATION GENERAL INFORMATION It is important that all bidders read this section carefully. Failure to comply with these instructions may result in your proposal being removed from consideration by the city. Consultants must prepare proposals using a word processor and electronic versions of the forms provided in Chapter II of this RFP. The city of Boulder is using a “forms-based” approach to this procurement. This will allow all the bids received to be compared in a meaningful (i.e., “apples-to-apples”) and time-efficient way. The RFP contains, in addition to the General RFP Information, a series of Response Forms. PROPOSAL SUBMISSION The following provides specific instructions for submitting your sealed proposal. Due Date: Sealed Proposals must be received by the Purchasing Agent no later than June 5th, 2009, at 4 p.m. (Mountain Daylight Time). Late proposals will not be accepted nor will additional time be granted to any consultant. All proposals and accompanying documentation will become the property of the city and will not be returned. Please submit one (1) double-sided hard copy and one (1) CD copy Number of of the proposal, in its entirety, to the contact and address by the due Copies: date. The city will not accept emails or facsimiles of proposals. For purposes of review and in the interest of the city's Sustainable Proposal Paper Use Policy and sustainable business practices in general, the Materials (Environmental city encourages the use of submittal materials (i.e. paper, dividers, binders, brochures, etc.) that contain post-consumer recycled Purchasing content and are readily recyclable. The city discourages the use of Policy): materials that cannot be readily recycled such as PVC (vinyl) binders, spiral bindings, and plastic or glossy covers or dividers. Firms are encouraged to print/copy on both sides of a single sheet of paper wherever applicable (if sheets are printed on both sides, it is considered to be two pages). Color is acceptable, but content should not be lost by black-and-white printing or copying.
  12. 12. Calder Grey Address for City of Boulder – Purchasing Division Submission: P.O. Box 791 Boulder, Colorado 80306-0791 EVALUATION PROCEDURES The RFP coordinator and a committee of other staff will evaluate the submitted proposals. The evaluators will consider how well the consultant's proposed solution meets the needs of the city as described in the consultant's response to each requirement and form. It is important that the responses be clear and complete so that the evaluators can adequately understand all aspects of the proposal. The evaluation process is not designed to simply award the contract to the lowest cost consultant. Rather, it is intended to help the city select the consultant with the best combination of attributes, including price, based on the evaluation factors. The city reserves the right to require that a subset of finalist consultants make a presentation to a selection team.
  13. 13. Chapter II: Required Proposal Response Forms Chapter II: Required Proposal Response Forms The proposal must provide a summary of the firm’s qualifications to perform the duties outlined in the requested services section. This chapter contains forms consultants must complete to submit their proposals. Consultants must complete all the forms in this chapter as well as other requests for information contained herein. The following forms are included: 1) Cover Letter 2) Proposal Summary 3) Acceptance of Terms and Conditions 4) General Consultant Information 5) Project Staff List 6) Key Project Staff Background Information 7) Customer References 8) Task Area Descriptions 9) Responses to Narrative Questions 10)Project Schedule and Work plan Consultants may add general (e.g. “marketing”) materials at the end of their proposal. Formal entries to the attached Response Forms may not reference these attached materials. PROPOSAL PREPARATION INSTRUCTIONS To prepare your proposal, follow these instructions: 1. Open the electronic version of the forms of this RFP. 2. Copy sections and forms as necessary and paste them into a new file. 3. Complete all of the forms in your word processing and spreadsheet applications, as applicable. Also, please create a table of contents with page numbers. Delete instructions (i.e., materials contained in brackets) from each form. 4. When your proposal is finished, refer to the proposal submission instructions in this document.
  14. 14. Chapter II: Required Proposal Response Forms FORM 1: COVER LETTER [Use this space to compose a cover letter for your proposal. All proposals must include a cover letter signed by an official who is legally authorized to bind the firm to both its proposal and cost schedule. NOTE: The cover letter is not intended to be a summary of the proposal itself; this is accomplished in Form 2. The cover letter must contain the following statements and information: 1. “Proposal may be released in total as public information in accordance with the requirements of the laws covering same.” (Any proprietary information must be clearly marked.) 2. “Proposal and cost schedule shall be valid and binding for ONE HUNDRED EIGHTY (180) days following proposal due date and will become part of the contract that is negotiated with the city.” 3. Company name, address, and telephone number of the firm submitting the proposal. 4. Name, title, address, e-mail address, and telephone number of the person or persons to contact who are authorized to represent the firm and to whom correspondence should be directed. 5. Proposals must state the proposer’s federal and state taxpayer identification numbers. 6. Please complete and include the attached Non-Collusion Certificate from the Attachments section of this RFP. TEXT WITHIN THE BRACKETS IS TO BE DELETED IN YOUR RESPONSE.]
  15. 15. Chapter II: Required Proposal Response Forms FORM 2: PROPOSAL SUMMARY [Use this form to summarize your proposal and your firm’s qualifications. Additionally, you may use this form at your discretion to articulate why your firm is pursuing this work and how it is uniquely qualified to perform it. Your proposal summary is not to exceed two pages. THE TEXT WITHIN THESE BRACKETS IS TO BE DELETED AND REPLACED BY YOUR PROPOSAL SUMMARY.]
  16. 16. Chapter II: Required Proposal Response Forms [Use this space as needed for page 2 of your proposal summary.]
  17. 17. Chapter II: Required Proposal Response Forms FORM 3: ACCEPTANCE OF TERMS AND CONDITIONS [Use this form to indicate exceptions that your firm takes to any terms and conditions listed in the Professional Services Boilerplate attached to this RFP, as well as the RFP itself. Proposals which take exception to the specifications, terms, or conditions of this RFP or offer substitutions shall explicitly state the exception(s), reasons(s) therefore, and language substitute(s) (if any) in this section of the proposal response. Failure to take exception(s) shall mean that the proposer accepts the conditions, terms, and specifications of the RFP. If your firm takes no exception to the specifications, terms, and conditions of this RFP, please indicate so. THE TEXT WITHIN THESE BRACKETS IS TO BE DELETED AND REPLACED BY YOUR RESPONSE.] Signed, By: _______________________ __________________________ Title Date For: ______________________
  18. 18. Chapter II: Required Proposal Response Forms FORM 4: GENERAL CONSULTANT INFORMATION [Use this form to provide information about your firm. THE TEXT WITHIN THESE BRACKETS IS TO BE DELETED IN YOUR RESPONSE.] 1. Please complete the following table: Name of company Name of parent company (as applicable) Length of time in business Length of time in business of providing proposed services Gross revenue for the prior fiscal year (in US dollars) Percentage of gross revenue generated by proposed services Total number of clients Total number of clients in the service area covered by this RFP Number of public sector clients Number of full-time personnel in: ♦ Consulting ♦ Implementation/installation ♦ Sales, marketing, and administrative support ♦ Other (please note relevant staff) 2. Where is your headquarters located? Field offices? 3. Which office would service this account?
  19. 19. Chapter II: Required Proposal Response Forms [Form 4 continued…] 4. In the following table, please list credit references that can verify the financial standing of your company. Institution Address Phone Number 5. If the consultant has had a contract terminated for default during the past five (5) years, all such incidents must be described. Termination for default is defined as notice to stop performance due to the consultant's non-performance or poor performance; and the issue was either (a) not litigated or (b) litigated, and such litigation determined the consultant to be in default. In the space provided, submit details of all terminations for default experienced by the consultant during the past five years, including the other party's name, address, and telephone number. Present the consultant's position on the matter. The city will evaluate the facts and may include this information in its selection decisions. If no such terminations for default have been experienced by the consultant in the past five years, declare so in the space provided. If the consultant has had a contract terminated for convenience, nonperformance, non-allocation of funds, or any other reason which termination occurred before completion of the contract during the past five years, describe such terminations, including the name, address, and telephone number of the other contracting party.
  20. 20. Chapter II: Required Proposal Response Forms [Please use this space to respond to Question 5 of Form 4. Your response may take as many pages as needed to fully answer the question. TEXT WITHIN THESE BRACKETS IS TO BE DELETED IN YOUR RESPONSE.]
  21. 21. Chapter II: Required Proposal Response Forms FORM 5: PROJECT STAFF LIST [Please complete the following table to identify the proposed project staff (including subcontractors) that will assist the city with this project. Indicate the percent of time each staff member will be dedicated to the project and each member’s years of experience in the consulting areas covered by this RFP. Add additional lines as necessary for each instance of the list. Use your copy and paste functions to create additional copies of this table as necessary. Note that the city if subcontractors are proposed, the city will require that your firm take full legal and financial responsibility for the services provided. TEXT WITHIN THESE BRACKETS IS TO BE DELETED IN YOUR RESPONSE] Percent of staff Number of member’s time years of Formal Title / dedicated to experience Staff member name Project Role project in this area
  22. 22. Chapter II: Required Proposal Response Forms FORM 6: KEY PROJECT STAFF BACKGROUND INFORMATION [Complete the following table for each of the key project staff members. Use your copy and paste commands to create additional copies of this table as necessary. Please allow one page for each table. At a minimum, key staff must include your proposed project manager and key contributors to this project. TEXT WITHIN THESE BRACKETS IS TO BE DELETED IN YOUR RESPONSE.] Consultant name: Staff member name: Position in the company: Length of time in position: Length of time at company: Project position and responsibilities: Education: Previous work experience: Technical skills and qualifications germane to this project:
  23. 23. Chapter II: Required Proposal Response Forms FORM 7: CUSTOMER REFERENCE FORM [Using the tables below, please list five clients (inclusion of any public sector clients is highly encouraged) for whom you have undertaken analyses of the scope included in this RFP, or other services relevant to this RFP over the past two years. In the “Service Description” field, please be descript about the scope of services provided and the technologies reviewed (e.g. a past server architecture analysis should describe the server operating systems covered, etc.). Use your word processor’s copy and paste functions to create additional tables as needed.] Customer/client name Reference name Title Phone number Mailing address Fax number URL where plan copy is available for view (if applicable) Customer Contract Size Service Description Start Date End Date amount
  24. 24. Chapter II: Required Proposal Response Forms FORM 8: TASK AREA DESCRIPTIONS [Describe your overall approach to the following task areas. Your response to this form should not exceed three pages. TEXT WITHIN THESE BRACKETS IS TO BE DELETED IN YOUR RESPONSE.] 1. Involvement of key city system administrators and stakeholders in the analysis process. 2. Development of existing technology inventory and performance benchmarks. 3. Assessment of current architecture strengths and weaknesses. 4. Architecture and product options development, including cost/benefit development methodology and level of associated detail. 5. Presentation of recommended architecture, specifications, products and support requirements, including level of configuration detail and cost information.
  25. 25. Chapter II: Required Proposal Response Forms FORM 9: RESPONSES TO NARRATIVE QUESTIONS [Provide responses to the following narrative questions addressing your firm’s business focus, general experience and its perspectives on technology enhancement opportunities in the areas covered by this RFP. Your response to this form should not exceed four pages. TEXT WITHIN THESE BRACKETS IS TO BE DELETED IN YOUR RESPONSE.] 1. In addition to IT infrastructure consulting services, does your firm sell and/or implement any of the technologies covered in this RFP? If so, please describe the products you sell (including any specific vendor certifications or other partner designations you carry) and the general nature of implementation and managed services you provide. 2. If you answered affirmatively to question 1, please describe your firm’s ability to provide an objective analysis of city needs and technology/product alternatives in the areas covered by this RFP. What elements of your consulting methodology ensure an objective approach? 3. What are the most important trends in the areas of server architecture, consolidation, virtualization and integrated storage that the city should be aware of as it considers its strategies in these areas? Desktop virtualization and thin-client technologies? 4. Looking back at the “Consultant Profile” in Chapter I (General RFP Information), describe how your firm measures up to the key characteristics and analysis capabilities described. 5. Are there any limitations that would keep your firm from beginning this project “full force” in June of 2009?
  26. 26. Chapter II: Required Proposal Response Forms FORM 10: PROJECT SCHEDULE AND WORKPLAN [Provide a detailed project implementation plan that includes: ♦ A Gantt chart showing beginning and end dates of all tasks (the actual project start date will be determined during contract negotiations). ♦ A table listing consultant staff assignments and proposed labor hours for all tasks. ♦ A brief description of each task and its work products. ♦ A description of each proposed deliverable. Insert pages as needed to allow space for your Gantt chart and work plan. TEXT WITHIN THESE BRACKETS IS TO BE DELETED IN YOUR RESPONSE.] Gantt Chart [Use this section to include your Gantt chart showing beginning and end dates of all tasks. THE TEXT WITHIN THESE BRACKETS IS TO BE DELETED IN YOUR RESPONSE.] Consultant Staff Assignments/Hours [Use this section to include a table of consultant staff assignments and proposed labor hours for all tasks. Signify if staff assigned is a designated individual or FTE equivalent. THE TEXT WITHIN THESE BRACKETS IS TO BE DELETED IN YOUR RESPONSE.] Task Descriptions [Use this section to include brief descriptions of all tasks, milestones and associated work products. THE TEXT WITHIN THESE BRACKETS IS TO BE DELETED IN YOUR RESPONSE.] Deliverables [Use this section to include brief descriptions of all project deliverables. THE TEXT WITHIN THESE BRACKETS IS TO BE DELETED IN YOUR RESPONSE.] FEE SCHEDULE The Proposal must contain a per hour fee schedule for each consultant identified in the RFP response. A detailed cost summary must also be included that identifies estimated hours, rates, and overall price, broken out by the tasks and associated sub-tasks defined by the consulting firm.
  27. 27. Chapter II: Required Proposal Response Forms Appendices CITY OF BOULDER PROFESSIONAL SERVICES CONTRACT BOILERPLATE PROFESSIONAL SERVICES AGREEMENT This Professional Services Agreement (the “Agreement”) is made as of this _____ day of ____________, 20__, (the “Effective Date”) by and ___________________, a ___________ corporation (“Contractor”), and the City of Boulder, Colorado, a Colorado home-rule city (“City”). City desires that Contractor, from time to time, provide certain consulting services, systems integration services, data conversion services, training services, and/or related services as described herein, and Contractor desires to perform such services on behalf of City on the terms and conditions set forth herein. In consideration of the foregoing and the terms hereinafter set forth and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto, intending to be legally bound, agree as follows: 1. Definitions. The terms set forth below designs, mask works, processes, shall be defined as follows: methodologies, copyrights and copyrightable works, trade secrets including confidential (a) “Intellectual Property Rights” information, data, designs, manuals, training shall mean any and all (by whatever name or materials and documentation, formulas, term known or designated) tangible and knowledge of manufacturing processes, intangible and now known or hereafter existing methods, prices, financial and accounting data, (1) rights associate with works of authorship products and product specifications and all throughout the universe, including but not other Intellectual Property Rights created, limited to copyrights, moral rights, and mask- developed or prepared, documented and/or works, (2) trademark and trade name rights delivered by Contractor, pursuant to the and similar rights, (3) trade secret rights, (4) provision of the Services. patents, designs, algorithms and other industrial property rights, (5) all other 2. Statements of Work. During the term intellectual and industrial property rights (of hereof and subject to the terms and conditions every kind and nature throughout the universe contained herein, Contractor agrees to provide, and however designated) (including logos, on an as requested basis, the consulting “rental” rights and rights to remuneration), services, systems integration services, data whether arising by operation of law, contract, conversion services, training services, and license, or otherwise, and (6) all registrations, related services (the “Services”) as further initial applications, renewals, extensions, described in Schedule A (the “Statement of continuations, divisions or reissues hereof now Work”, attached hereto and incorporated or hereafter in force (including any rights in any herein by reference) for City, and in such of the foregoing). additional Statements of Work as may be executed by each of the parties hereto from (b) “Work Product” shall mean all time to time pursuant to this Agreement. Each patents, patent applications, inventions, Statement of Work shall specify the scope of
  28. 28. Chapter II: Required Proposal Response Forms work, specifications, basis of compensation called for in a Statement of Work by City. and payment schedule, estimated length of Acceptance procedures shall be outlined in the time required to complete each Statement of Statement of Work. If City disputes all or any Work, including the estimated start/finish dates, portion of an invoice for charges, then City and other relevant information and shall shall pay the undisputed portion of the invoice incorporate all terms and conditions contained by the due date and shall provide the following in this Agreement notification with respect to the disputed portion of the invoice. City shall notify Contractor as 3. Performance of Services. soon as possible of the specific amount disputed and shall provide reasonable detail as (a) Performance. Contractor shall to the basis for the dispute. The parties shall perform the Services necessary to complete all then attempt to resolve the disputed portion of projects outlined in a Statement of Work in a such invoice as soon as possible. Upon timely and professional manner consistent with resolution of the disputed portion, City shall the specifications, if any, set forth in the pay to Contractor the resolved amount. Statement of Work, and in accordance with industry standards. Contractor agrees to 5. Taxes. City is not subject to exercise the highest degree of professionalism, taxation. No federal or other taxes (excise, and to utilize its expertise and creative talents luxury, transportation, sales, etc.) shall be in completing the projects outlined in a included in quoted prices. City shall not be Statement of Work. obligated to pay or reimburse Contractor for any taxes attributable to the sale of any (b) Delays. Contractor agrees to Services which are imposed on or measured notify City promptly of any factor, occurrence, by net or gross income, capital, net worth, or event coming to its attention that may affect franchise, privilege, any other taxes, or Contractor’s ability to meet the requirements of assessments, nor any of the foregoing the Agreement, or that is likely to occasion any imposed on or payable by Contractor. Upon material delay in completion of the projects written notification by City and subsequent contemplated by this Agreement or any verification by Contractor, Contractor shall Statement of Work. Such notice shall be given reimburse or credit, as applicable, City in a in the event of any loss or reassignment of key timely manner, for any and all taxes employees, threat of strike, or major equipment erroneously paid by City. City shall provide failure. Time is expressly made of the essence Contractor with, and Contractor shall accept in with respect to each and every term and good faith, resale, direct pay, or other provision of this Agreement. exemption certificates, as applicable. (c) Discrepancies. If anything 6. Out of Pocket Expenses. Contractor necessary for the clear understanding of the shall be reimbursed only for expenses which Services has been omitted from the Agreement are expressly provided for in a Statement of specifications or it appears that various Work or which have been approved in advance instructions are in conflict, Vendor shall secure in writing by City, provided Contractor has written instructions from City’s project director furnished such documentation for authorized before proceeding with the performance of the expenses as City may reasonably request. Services affected by such omissions or discrepancies. 7. Audits. Contractor shall provide such employees and independent auditors and 4. Invoices and Payment. Unless inspectors as City may designate with otherwise provided in a Statement of Work, reasonable access to all sites from which City shall pay the amounts agreed to in a Services are performed for the purposes of Statement of Work within thirty (30) days performing audits or inspections of Contractor’s following the acceptance by City of the work operations and compliance with this
  29. 29. Chapter II: Required Proposal Response Forms Agreement. Contractor shall provide such makes a general assignment of all or auditors and inspectors any reasonable substantially all of its assets for the benefit of assistance that they may require. Such audits its creditors; (2) applies for, consents to, or shall be conducted in such a way so that the acquiesces in the appointment of a receiver, Services or services to any other customer of trustee, custodian, or liquidator for its business Contractor are not impacted adversely. or all or substantially all of its assets; (3) files, or consents to or acquiesces in, a petition 8. Term and Termination. The term of seeking relief or reorganization under any this Agreement shall commence on the bankruptcy or insolvency laws; or (4) files a Effective Date and shall continue unless this petition seeking relief or reorganization under Agreement is terminated as provided in this any bankruptcy or insolvency laws is filed Section 8. against that other party and is not dismissed within sixty (60) days after it was filed. (a) Convenience. City may, without cause and without penalty, terminate the (e) TABOR. The parties understand provision of Services under any or all and acknowledge that each party is subject to Statements of Work upon thirty (30) days prior Article X, § 20 of the Colorado Constitution written notice. Upon such termination, City ("TABOR"). The parties do not intend to shall, upon receipt of an invoice from violate the terms and requirements of TABOR Contractor, pay Contractor for Services by the execution of this Agreement. It is actually rendered prior to the effective date of understood and agreed that this Agreement such termination. Charges will be based on does not create a multi-fiscal year direct or time expended for all incomplete tasks as listed indirect debt or obligation within the meaning of in the applicable Statement of Work, and all TABOR and, notwithstanding anything in this completed tasks will be charged as indicated in Agreement to the contrary, all payment the applicable Statement of Work. obligations of City are expressly dependent and conditioned upon the continuing availability (b) No Outstanding Statements of of funds beyond the term of City's current fiscal Work. Either party may terminate this period ending upon the next succeeding Agreement by providing the other party with at December 31. Financial obligations of City least thirty (30) days prior written notice of payable after the current fiscal year are termination if there are no outstanding contingent upon funds for that purpose being Statements of Work. appropriated, budgeted, and otherwise made available in accordance with the rules, (c) Material Breach. If either party regulations, and resolutions of City materially defaults in the performance of any and applicable law. Upon the failure to term of a Statement of Work or this Agreement appropriate such funds, this Agreement shall with respect to a specific Statement of Work be deemed terminated. (other than by nonpayment) and does not substantially cure such default within thirty (30) (f) Return of Property. Upon days after receiving written notice of such termination of this Agreement, both parties default, then the non-defaulting party may agree to return to the other all property terminate this Agreement or any or all (including any Confidential Information, as outstanding Statements of Work by providing defined in Section 11) of the other party that it ten (10) days prior written notice of termination may have in its possession or control. to the defaulting party. 9. City Obligations. City will provide (d) Bankruptcy or Insolvency. Either timely access to City personnel, systems and party may terminate this Agreement effective information required for Contractor to perform upon written notice stating its intention to its obligations hereunder. City shall provide to terminate in the event the other party: (1) Contractor’s employees performing its
  30. 30. Chapter II: Required Proposal Response Forms obligations hereunder at City’s premises, care. Without limiting the generality of the without charge, a reasonable work foregoing, each party hereto agrees not to environment in compliance with all applicable disclose or permit any other person or entity laws and regulations, including office space, access to the other party’s Confidential furniture, telephone service, and reproduction, Information except such disclosure or access computer, facsimile, secretarial and other shall be permitted to an employee, agent, necessary equipment, supplies, and services. representative or independent contractor of With respect to all third party hardware or such party requiring access to the same in software operated by or on behalf of City, City order to perform his or her employment or shall, at no expense to Contractor, obtain all services. Each party shall insure that their consents, licenses and sublicenses necessary employees, agents, representatives, and for Contractor to perform under the Statements independent contractors are advised of the of Work and shall pay any fees or other costs confidential nature of the Confidential associated with obtaining such consents, Information and are precluded from taking any licenses and sublicenses. action prohibited under this Section 11. Further, each party agrees not to alter or 10. Staff. Contractor is an independent remove any identification, copyright or other contractor and neither Contractor nor proprietary rights notice which indicates the Contractor’s staff is, or shall be deemed to be ownership of any part of such Confidential employed by City. City is hereby contracting Information by the other party. A party hereto with Contractor for the Services described in a shall undertake to immediately notify the other Statement of Work and Contractor reserves the party in writing of all circumstances right to determine the method, manner and surrounding any possession, use or knowledge means by which the Services will be of Confidential Information at any location or by performed. The Services shall be performed by any person or entity other than those Contractor or Contractor’s staff, and City shall authorized by this Agreement. Notwithstanding not be required to hire, supervise or pay any the foregoing, nothing in this Agreement shall assistants to help Contractor perform the restrict either party with respect to information Services under this Agreement. Except to the or data identical or similar to that contained in extent that Contractor’s work must be the Confidential Information of the other party performed on or with City’s computers or City’s but which (1) that party rightfully possessed existing software, all materials used in before it received such information from the providing the Services shall be provided by other as evidenced by written documentation; Contractor. (2) subsequently becomes publicly available through no fault of that party; (3) is 11. Confidential Information. subsequently furnished rightfully to that party by a third party without restrictions on use or (a) Obligations. Each party hereto disclosure; or (4) is required to be disclosed by may receive from the other party information law, provided that the disclosing party will which relates to the other party’s business, exercise reasonable efforts to notify the other research, development, trade secrets or party prior to disclosure. business affairs (“Confidential Information”). Subject to the provisions and exceptions set (b) Know-How. For the avoidance of forth in the Colorado Open Records Act, doubt neither City nor Contractor shall be Section 24-72-101 et seq., C.R.S., each party prevented from making use of know-how and shall protect all Confidential Information of the principles learned or experience gained of a other party with the same degree of care as it non-proprietary and non-confidential nature. uses to avoid unauthorized use, disclosure, publication or dissemination of its own (c) Remedies. Each of the parties confidential information of a similar nature, but hereto agree that if any of them, their officers, in no event less than a reasonable degree of employees or anyone obtaining access to the
  31. 31. Chapter II: Required Proposal Response Forms Confidential Information of the other party by, violate any agreement to which Contractor is a through or under them, breaches any provision party or by which it is otherwise bound under of this Section 11, the non-breaching party any applicable law, rule or regulation; (3) when shall be entitled to an accounting and executed and delivered by Contractor, this repayment of all profits, compensation, Agreement will constitute the legal, valid and commissions, remunerations and benefits binding obligation of such party, enforceable which the breaching party, its officers or against such party in accordance with its employees directly or indirectly realize or may terms; and (4) Contractor acknowledges that realize as a result of or arising out of, or in City makes no representations, warranties or connection with any such breach. In addition agreements related to the subject matter to, and not in limitation of the foregoing, in the hereof that are not expressly provided for in event of any breach of this Section 11, the this Agreement parties agree that the non-breaching party will suffer irreparable harm and that the total (b) Service Warranty. Contractor amount of monetary damages for any such warrants that its employees and contractors injury to the non-breaching party arising from a shall have sufficient skill, knowledge, and violation of this Section 11 would be impossible training to perform Services and that the to calculate and would therefore be an Services shall be performed in a professional inadequate remedy at law. Accordingly, the and workmanlike manner. parties agree that the non-breaching party shall be entitled to temporary and permanent (c) Personnel. Unless a specific injunctive relief against the breaching party, its number of employees are set forth in the officers or employees and such other rights Statement of Work, Contractor warrants it will and remedies to which the non-breaching party provide sufficient employees to complete the may be entitled to at law, in equity or under this Services ordered within the applicable time Agreement for any violation of this Section 11. frames established pursuant to this Agreement The provisions of this Section 11 shall survive or as set forth in the Statement of Work. the expiration or termination of this Agreement During the course of performance of Services, for any reason. City may, for any or no reason, request replacement of an employee or a proposed 12. Project Managers. Each party shall employee. In such event, Contractor shall, designate one of its employees to be its Project within five (5) working days of receipt of such Manager under each Statement of Work, who request from City, provide a substitute shall act for that party on all matters under the employee of sufficient skill, knowledge, and Statement of Work. Each party shall notify the training to perform the applicable Services. other in writing of any replacement of a Project Contractor shall require employees providing Manager. The Project Managers for each Services at a City location to comply with Statement of Work shall meet as often as applicable City security and safety regulations either one requests to review the status of the and policies. Statement of Work. (d) Compensation and Benefits. 13. Warranties. Contractor shall provide for and pay the compensation of employees and shall pay all (a) Authority. Contractor represents taxes, contributions, and benefits (such as, but and warrants that: (1) Contractor has the full not limited to, workers’ compensation benefits) corporate right, power and authority to enter which an employer is required to pay relating to into this Agreement and to perform the acts the employment of employees. City shall not required of it hereunder; (2) the execution of be liable to Contractor or to any employee for this Agreement by Contractor, and the Contractor’s failure to perform its performance by Contractor of its obligations compensation, benefit, or tax obligations. and duties hereunder, do not and will not Contractor shall indemnify, defend and hold
  32. 32. Chapter II: Required Proposal Response Forms City harmless from and against all such taxes, (3) use of the Work Product other than as contributions and benefits and will comply with permitted under this Agreement. all associated governmental regulations, including the filing of all necessary reports and (c) Indemnification Procedures. returns. Notwithstanding anything else contained in this Agreement, no obligation to indemnify which is 14. Indemnification. set forth in this Section 14 shall apply unless the party claiming indemnification notifies the (a) Contractor Indemnification. other party as soon as practicable to avoid any Contractor shall indemnify, defend and hold prejudice in the claim, suit or proceeding of any harmless City, its directors, officers, matters in respect of which the indemnity may employees, and agents and the heirs, apply and of which the notifying party has executors, successors, and permitted assigns knowledge. The party claiming indemnification of any of the foregoing (the “City Indemnitees”) shall have the right to participate in any legal from and against all losses, claims, obligations, proceedings to contest and defend a claim for demands, assessments, fines and penalties indemnification involving a third party and to be (whether civil or criminal), liabilities, expenses represented by its own attorneys. No and costs (including reasonable fees and settlement or compromise of an asserted third- disbursements of legal counsel and party claim other than the payment/money may accountants), bodily and other personal be made without the prior written consent of injuries, damage to tangible property, and other the party claiming indemnification. damages, of any kind or nature, suffered or incurred by a City Indemnitee directly or (d) Immunity. City, its officers, and its indirectly arising from or related to: (1) any employees, are relying on, and do not waive or negligent or intentional act or omission by intend to waive by any provision of this Contractor or its representatives in the Agreement, the monetary limitations or any performance of Contractor’s obligations under other rights, immunities, and protections this Agreement, or (2) any material breach in a provided by the Colorado Governmental representation, warranty, covenant or Immunity Act, C.R.S. 24-10-101 et seq., as obligation of Contractor contained in this from time to time amended, or otherwise Agreement. available to City, its officers, or its employees. (b) Infringement. Contractor will 15. Insurance. indemnify, defend, and hold City harmless from all Indemnifiable Losses arising from any third (a) Limits: The Contractor agrees to party claims that any Work Product or procure and maintain in force during methodology supplied by Contractor infringes the terms of this Agreement, at its or misappropriates any Intellectual Property own cost, the following minimum rights of any third party; provided, however, coverages: that the foregoing indemnification obligation shall not apply to any alleged infringement or 1. Workers’ Compensation and Employers’ misappropriation based on: (1) use of the Liability: Work Product in combination with products or (i) State of Colorado: Statutory services not provided by Contractor to the (ii) Applicable Federal: Statutory extent that such infringement or (iii) Employer’s Liability: misappropriation would have been avoided if $100,000 Each Accident such other products or services had not been $500,000 Disease-Policy Limit used; (2) any modification or enhancement to $100,000 Disease-Each Employee the Work Product made by City or anyone (iv)Waiver of Subrogation other than Contractor or its subcontractors; or
  33. 33. Chapter II: Required Proposal Response Forms 2 Commercial General Liability: (i) Each Claim/Loss: $1,000,000 (i) Bodily injury & Property Damage General Aggregate Limit: $1,000,000 $1,000,000 (ii) Aggregate: $1,000,000 (ii) Personal & Advertising Injury Limit: $1,000,000 $1,000,000 Coverage shall include employee dishonesty, (iii) Each Occurrence Limit: forgery or alteration and computer fraud. If $1,000,000 Contractor is physically located on City $1,000,000 premises, third party fidelity coverage extension shall apply. The policy shall The policy shall be on an Occurrence Form include coverage for all directors, officers, and include the following coverages: Premises agents and employees of the Contractor. Operations; Personal and Advertising Injury; Medical Payments; Liability assumed under an i. The bond or policy shall include Insured Contract; Independent Contractors; coverage for extended theft and and Broad Form Property Damage. Coverage mysterious disappearance. provided should be at least as broad as found ii. The bond or policy shall not contain a in Insurance Services Office (ISO) form condition requiring an arrest and CG0001. conviction. 3. Professional Liability (errors and omissions) (b) Coverage. Insurance required (i) Each Claim/Loss: $1,000,000 by this Agreement shall be primary coverage, unless otherwise specified, and shall specify $1,000,000 that in the event of payment for any loss under (ii) Aggregate: $1,000,000 the coverage provided, the insurance company shall have no right of recovery against the City City of Boulder may require that this coverage or its insurers. All policies of insurance under remain in place for one year after the project is this Agreement shall be provided by a complete. reputable insurance company or companies qualified to conduct business in Colorado. The 4. Commercial Automobile Liability Limits City reserves the right, but shall not have the (i) Bodily Injury & Property Damage duty, to reject any insurer which it finds to be Combined Single Limits: $1,000,000 unsatisfactory and insist that the Contractor substitute another insurer that is reasonably satisfactory to the City. Property and Liability $1,000,000 Insurance Companies shall be licensed to do (ii) Medical Payments per person: $5,000 business in Colorado and shall have an AM (iii) Uninsured/Underinsured Motorist: Best rating of not less than A- VI. This $ 100,000 insurance shall be maintained in full force and effect during the term of this Agreement and for Coverage is to be provided on Business Auto, the additional periods set forth herein and shall Garage, or Truckers form. Coverage provided protect the Contractor, its agents, employees should be at least as broad as found in ISO and representatives, from claims for damages form CA0001 (BAP), CA0005 (Garage) or for personal injury and wrongful death and for CA0012 (Trucker) including coverage for damages to property arising in any manner owned, non-owned, & hired autos. from negligent or wrongful acts or omissions of the Contractor, its agents, employees, and 5. Employee Dishonesty and Computer representatives in the performance of the Fraud Limits: services covered herein.
  34. 34. Chapter II: Required Proposal Response Forms (c) Additional Insureds. All coverage. The Contractor shall forthwith insurance policies (except Workers obtain and submit proof of substitute insurance Compensation and Professional Liability) shall in the event of expiration or cancellation of include City of Boulder and its elected officials coverage. and employees as additional insureds as their interests may appear. The additional insured 16. Rights in Work Product. endorsement should be at least as broad as ISO form CG2010 for General Liability (a) Generally. Except as specifically coverage and similar forms for Commercial agreed to the contrary in any Statement of Auto and Umbrella Liability. Work, all Intellectual Property Rights in and to the Work Product produced or provided by (d) Automobile Coverage. Contractor under any Statement of Work shall Automobile insurance shall, without limitation, remain the property of Contractor. Contractor cover all automobiles used in performing any shall not use open source software in creating services under this Agreement. the Work Product without first (i) providing the City with a copy of the open source software (e) Claims-Made Policies. If license terms and conditions applicable to the coverage is to be provided on Claims Made software program Consultant intends to use forms, Contractors must refer policy to the City and (ii) receiving the express, written consent Attorney’s Office for approval and additional of the City to incorporate the open source requirements. In the case of any claims-made software into the Work Product. To the extent insurance policies, the Contractors shall open source software is incorporated into the procure necessary retroactive dates, “tail” Work Product, such open source software is coverage and extended reporting periods to expressly included within Contractor's cover a period at least two years beyond the responsibilities under the license granted expiration date of this Agreement. This pursuant to this Agreement. Contractor obligation shall survive the termination or represents and warrants that the use of such expiration of this Agreement. open source software shall not materially affect the City's use of the Work Product. With (f) Renewal. The Contractor shall respect to the Work Product, Contractor not cancel, materially change, or fail to renew unconditionally and irrevocably grants to City required insurance coverages. The Contractor during the term of such Intellectual Property shall notify the Project Manager of any material Rights, a non-exclusive, irrevocable, perpetual, reduction or exhaustion of aggregate limits. worldwide, fully paid and royalty-free license, to Should the Contractor fail to immediately reproduce, create derivative works of, procure other insurance, as specified, to distribute, publicly perform and publicly display substitute for any policy canceled before final by all means now known or later developed, payment to the Contractor, the City may such Intellectual property Rights. procure such insurance and deduct its cost from any sum due to the Contractor under this (b) Know-How. Notwithstanding anything Agreement. to the contrary herein, each party and its respective personnel and contractors shall be (g) Certificates. Certificates free to use and employ its and their general showing that the Contractor is carrying the skills, know-how, and expertise, and to use, above-described insurance, and the status of disclose, and employ any generalized ideas, the additional insureds, shall be furnished to concepts, know-how, methods, techniques, or the City prior to the execution of this skills gained or learned during the course of Agreement by the City. Certificates of any assignment, so long as it or they acquire insurance on all policies shall give the City of and apply such information without disclosure Boulder written notice of not less than thirty of any Confidential Information of the other (30) days prior to cancellation or change in party.
  35. 35. Chapter II: Required Proposal Response Forms 17. Relationship of Parties. Contractor is Work specifying such additional work and the acting only as an independent contractor and compensation to be paid to Contractor for such does not undertake, by this Agreement, any additional work. Statement of Work or otherwise, to perform any obligation of City, whether regulatory or 22. Subcontractors. Contractor may not contractual, or to assume any responsibility for subcontract any of the Services to be provided City’s business or operations. Neither party hereunder without the prior written consent of shall act or represent itself, directly or by City. In the event of any permitted implication, as an agent of the other, except as subcontracting, the agreement with such third expressly authorized in a Statement of Work. party shall provide that, with respect to the subcontracted work, such subcontractor shall 18. Complete Agreement. This be subject to all of the obligations of Contractor Agreement contains the entire agreement specified in this Agreement. between the parties hereto with respect to the matters covered herein. 23. Notices. Any notice provided pursuant to this Agreement shall be in writing to the 19. Applicable Law. Contractor shall parties at the addresses set forth below and comply with all applicable laws in performing shall be deemed given (1) if by hand delivery, the Services but shall be held harmless for upon receipt thereof, (2) three (3) days after violation of any governmental procurement deposit in the United States mails, postage regulation to which it may be subject but to prepaid, certified mail, return receipt requested which reference is not made in the applicable or (3) one (1) day after deposit with a Statement of Work. This Agreement shall be nationally-recognized overnight courier, construed in accordance with the laws of the specifying overnight priority delivery. Either State of Colorado. Any action or proceeding party may change its address for purposes of brought to interpret or enforce the provisions of this Agreement at any time by giving written this Agreement shall be brought before the notice of such change to the other party hereto. state or federal court situated in Boulder County, Colorado and each party hereto 24. Assignment. This Agreement may not consents to jurisdiction and venue before such be assigned by Contractor without the prior courts. written consent of City. This Agreement shall be binding upon and inure to the benefit of the 20. Scope of Agreement. If the scope of heirs, successors and assigns of the parties any provisions of this Agreement is too broad hereto. in any respect whatsoever to permit enforcement to its fullest extent, then such 25. Third Party Beneficiaries. This provision shall be enforced to the maximum Agreement is entered into solely for the benefit extent permitted by law, and the parties hereto of the parties hereto and shall not confer any consent to and agree that such scope may be rights upon any person or entity not a party to judicially modified accordingly and that the this Agreement. whole of such provision of this Agreement shall not thereby fail, but that the scope of such 26. Headings. The section headings in provision shall be curtailed only to the extent this Agreement are solely for convenience and necessary to conform to law. shall not be considered in its interpretation. The recitals set forth on the first page of this 21. Additional Work. After receipt of a Agreement are incorporated into the body of Statement of Work, City, with Contractor’s this Agreement. The exhibits referred to consent, may request Contractor to undertake throughout this Agreement and any Statement additional work with respect to such Statement of Work prepared in conformance with this of Work. In such event, City and Contractor Agreement are incorporated into this shall execute an addendum to the Statement of Agreement.
  36. 36. Chapter II: Required Proposal Response Forms 27. Waiver. The failure of either party at alteration or modification that may be any time to require performance by the other necessary to comply with any applicable laws party of any provision of this Agreement shall that Contractor failed to comply with at the time not effect in any way the full right to require of performance of the Services. such performance at any subsequent time; nor shall the waiver by either party of a breach of 31. Media Releases. Except for any any provision of this Agreement be taken or announcement intended solely for internal held to be a waiver of the provision itself. distribution by Contractor or any disclosure required by legal, accounting, or regulatory 28. Force Majeure. If performance by requirements beyond the reasonable control of Contractor of any service or obligation under Contractor, all media releases, public this Agreement is prevented, restricted, announcements, or public disclosures delayed or interfered with by reason of labor (including, but not limited to, promotional or disputes, strikes, acts of God, floods, lightning, marketing material) by Contractor or its severe weather, shortages of materials, employees or agents relating to this Agreement rationing, utility or communications failures, or its subject matter, or including the name, earthquakes, war, revolution, civil commotion, trade mark, or symbol of City, shall be acts of public enemies, blockade, embargo or coordinated with and approved in writing by any law, order, proclamation, regulation, City, at the City’s sole discretion, prior to the ordinance, demand or requirement having legal release thereof. Contractor shall not represent effect of any governmental or judicial authority directly or indirectly that any Services provided or representative of any such government, or by Contractor to City has been approved or any other act whether similar or dissimilar to endorsed by City or include the name, trade those referred to in this clause, which are mark, or symbol of City on a list of Contractor’s beyond the reasonable control of Contractor, customers without City’s express written then Contractor shall be excused from such consent. performance to the extent of such prevention, restriction, delay or interference. If the period 32. Nonexclusive Market and Purchase of such delay exceeds thirty (30) days, City Rights. It is expressly understood and agreed may, without liability, terminate the affected that this Agreement does not grant to Statement of Work(s) upon written notice to Contractor an exclusive right to provide to City Contractor. any or all of the Services and shall not prevent City from acquiring from other suppliers 29. Time of Performance. Time is services similar to the Services. Contractor expressly made of the essence with respect to agrees that acquisitions by City pursuant to this each and every term and provision of this Agreement shall neither restrict the right of City Agreement. to cease acquiring nor require City to continue any level of such acquisitions. Estimates or 30. Permits. Contractor shall at its own forecasts furnished by City to Contractor prior expense secure any and all licenses, permits to or during the term of this Agreement shall or certificates that may be required by any not constitute commitments. federal, state or local statute, ordinance or regulation for the performance of the Services 33. Survival. The provisions of Sections 5, under the Agreement. Contractor shall also 8(f), 10, 11, 13, 14, 16, 17, 19, 23, 25 and 31 comply with the provisions of all applicable shall survive any expiration or termination for laws in performing the Services under the any reason of this Agreement. Agreement. At its own expense and at no cost to City, Contractor shall make any change,
  37. 37. Chapter II: Required Proposal Response Forms
  38. 38. Appendices IN WITNESS WHEREOF, the parties to this Agreement have caused it to be executed by their authorized officers as of the day and year first above written. This Agreement may be executed in counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. CONTRACTOR By: __________________________ Title: _________________________ STATE OF __________________ ) ) ss. COUNTY OF ________________ ) The foregoing instrument was acknowledged before me, a notary public, this ______ day of __________________, 20___, by __________________, as ______________. Witness my hand and official seal. My commission expires: _____________________________ (SEAL) Notary Public CITY OF BOULDER ATTEST: _____________________________ City Manager _____________________________ City Clerk on behalf of the Director of Finance and Record APPROVED AS TO FORM: ______________________________ City Attorney’s Office
  39. 39. Appendices SCHEDULE A - STATEMENT OF WORK 1. GENERAL [Identification of parties and date of execution] 2. NAMES OF PROJECT COORDINATORS 3. SUMMARY OF PURPOSE FOR STATEMENT OF WORK [General description of work or services] 4. EQUIPMENT AND PROGRAMMING TO BE PROVIDED BY CITY (IF ANY) 5. OTHER CONTRACTOR RESOURCES [If desired, provide for the Contractor’s commitment of its own staff, facilities, and other resources by nature or item] 6. DESCRIPTION OF WORK PRODUCT AND DELIVERABLES [Include functional and technical specifications of Work Product and Documentation, and refer to any specific enhancements that may be sought.] [Describe prototype or components to be delivered.] [Include as Deliverables copies of the reports of all project reviews, inspections, and tests conducted during the course of performance.] 7. SPECIAL TERMS, IF ANY 8. MODE OF PAYMENT 9. PAYMENT SCHEDULE City will pay Contractor for the work in accordance with the following payment schedule. All payments to Contractor are contingent on Contractor’s satisfying the Deliverables/Milestones set forth in the Payment Schedule. Payments shall be made upon City’s written confirmation to Contractor that the Deliverables-Milestones have been satisfied. [Insert payment schedule] 10. SCHEDULE AND PERFORMANCE MILESTONES This schedule sets for the target dates and performance milestones for the preparation and delivery of the Deliverables by Contractor.
  40. 40. Appendices Performance Responsible Target Milestone Party Date 11. ACCEPTANCE AND TESTING PROCEDURES 12. LOCATION OF WORK FACILITIES Substantially all of the work will be conducted by Contractor at its regular office located in ___________. City will provide the City office space and support as it agrees may be appropriate, at its ______________ facility.
  41. 41. ATTACHMENTS ATTACHMENTS Attachment A: Non-Collusion Certificate NON-COLLUSION CERTIFICATE STATE OF ) ss. COUNTY OF ) The undersigned, being duly sworn, deposes and says that the person, firm, association, co-partnership or corporation herein named, has not, either directly or indirectly, entered into any agreement, participated in any collusion, or otherwise taken any action in restraint of free competitive bidding in the preparation and submission of a proposal to the city of Boulder for consideration in the award of a contract on the improvement described as follows: Information Technology Infrastructure Analysis __________________________________________ (Name of firm) By: _______________________________________ (Authorized signature) Title: ______________________________________ Sworn to before me this day of , . Notary Public CORPORATE SEAL: