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City of Boulder

Request for Proposal

RFP No. 27-2009Information 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

CITY OF BOULDER, COLORADONOTICE OF CALL FOR PROPOSALS

RFP NO. 27-2009CONSULTING/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:www.bouldercolorado.gov/purchasing

Sealed proposals shall be plainly marked ‘RFP No. 27-2009, Consulting Services, 4 P.M., June 5, 2009”. Proposals can be mailed to:

Calder GreyCity of Boulder – Purchasing Division

P.O. Box 791Boulder, 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

http://www.bouldercolorado.gov/purchasing

Table of Contents

CHAPTER I: GENERAL RFP INFORMATION.................................................................4

OBJECTIVE OF THIS RFP..........................................................................................4DELIVERABLES...........................................................................................................8RFP OFFICIAL CONTACT...........................................................................................9PROCUREMENT SCHEDULE.....................................................................................9LETTER OF INTENT..................................................................................................10QUESTIONS REGARDING THE RFP.......................................................................10PROPOSAL PREPARATION.....................................................................................11PROPOSAL SUBMISSION........................................................................................11EVALUATION PROCEDURES...................................................................................12

CHAPTER II: REQUIRED PROPOSAL RESPONSE FORMS......................................13

PROPOSAL PREPARATION INSTRUCTIONS.........................................................13FORM 1: COVER LETTER.........................................................................................14FORM 2: PROPOSAL SUMMARY.............................................................................15FORM 3: ACCEPTANCE OF TERMS AND CONDITIONS........................................17FORM 4: GENERAL CONSULTANT INFORMATION................................................18FORM 5: PROJECT STAFF LIST..............................................................................21FORM 6: KEY PROJECT STAFF BACKGROUND INFORMATION..........................22FORM 7: CUSTOMER REFERENCE FORM.............................................................23FORM 8: TASK AREA DESCRIPTIONS....................................................................24FORM 9: RESPONSES TO NARRATIVE QUESTIONS............................................25FORM 10: PROJECT SCHEDULE AND WORKPLAN...............................................26FEE SCHEDULE........................................................................................................26

APPENDICES................................................................................................................27

City of Boulder Professional Services Contract Boilerplate.....................................27

ATTACHMENTS............................................................................................................41

Attachment A: Non-Collusion Certificate.................................................................................................41

Chapter I: General RFP Information

OBJECTIVE OF THIS RFP / DESIRED VENDOR PROFILE

OBJECTIVEThe 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 PROFILEWe 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

IT Infrastructure Analysis City of BoulderRequest for Proposal May 18th, 20093

http://www.bouldercolorado.gov/index.php?option=com_content&task=view&id=1058&Itemid=396

http://www.bouldercolorado.gov/index.php?option=com_content&task=view&id=1058&Itemid=396

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.

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.

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 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.


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.


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 CoordinatorDon Ingle, Director of IT

Address: City of BoulderInformation Technology Department1101 Arapahoe Ave., 3rd FloorBoulder, Colorado 80302

Telephone: 303.441.4183E-mail: [email protected]

PROCUREMENT SCHEDULE

The procurement schedule for this project is as follows:

Note: The city reserves the right to adjust this schedule as necessary.

Milestone DateRelease RFP to Consultants May 18th, 2009Final Consultant Questions (if any) Due May 29th, 2009Final Answers to RFP Questions Released June 2nd, 2009Proposal Responses Due - 4:00 PM (MDT) June 5th, 2009Finalists selected June 10th, 2009Finalist interviews (please reserve these dates) June 16th-18th, 2009Consultant Selection (estimated) June 22nd, 2009Contract Negotiations Complete To be determinedContract Signed To be determinedWork Begins To be determinedSystem Evaluation Complete To be determinedFinal Acceptance To be determined


mailto:[email protected]

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 [email protected] 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 [email protected] is fine. Letters sent via facsimile will be accepted at 303.441.4013.




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.

Number of Copies:

Please submit one (1) double-sided hard copy and one (1) CD copy of the proposal, in its entirety, to the contact and address by the due date.

The city will not accept emails or facsimiles of proposals.

Proposal Materials (Environmental Purchasing Policy):

For purposes of review and in the interest of the city's Sustainable Paper Use Policy and sustainable business practices in general, the city encourages the use of submittal materials (i.e. paper, dividers, binders, brochures, etc.) that contain post-consumer recycled content and are readily recyclable. The city discourages the use of 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.


Address for Submission:

Calder GreyCity of Boulder – Purchasing DivisionP.O. Box 791Boulder, 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.


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 Letter2) Proposal Summary3) Acceptance of Terms and Conditions4) General Consultant Information5) Project Staff List6) Key Project Staff Background Information7) Customer References8) Task Area Descriptions9) Responses to Narrative Questions10)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.



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.]



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.]



[Use this space as needed for page 2 of your proposal summary.]



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: ______________________



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 companyName of parent company (as applicable)Length of time in businessLength of time in business of providing proposed servicesGross revenue for the prior fiscal year (in US dollars)Percentage of gross revenue generated by proposed servicesTotal number of clients Total number of clients in the service area covered by this RFPNumber of public sector clientsNumber 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?



[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.



[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.]



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]

Staff member nameFormal Title / Project Role

Percent of staff member’s time

dedicated to project

Number of years of

experience in this area



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:



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 nameReference nameTitlePhone numberMailing addressFax numberURL where plan copy is available for view (if applicable)

Customer Size Service Description Start Date End Date

Contract amount



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.



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?



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.


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.


Task Descriptions[Use this section to include brief descriptions of all tasks, milestones and associated work products.


Deliverables [Use this section to include brief descriptions of all project deliverables.


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.


Chapter I: General RFP Information

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 shall be defined as follows:

(a) “Intellectual Property Rights” shall mean any and all (by whatever name or term known or designated) tangible and intangible and now known or hereafter existing (1) rights associate with works of authorship throughout the universe, including but not limited to copyrights, moral rights, and mask-works, (2) trademark and trade name rights and similar rights, (3) trade secret rights, (4) patents, designs, algorithms and other industrial property rights, (5) all other intellectual and industrial property rights (of every kind and nature throughout the universe and however designated) (including logos, “rental” rights and rights to remuneration), whether arising by operation of law, contract, license, or otherwise, and (6) all registrations, initial applications, renewals, extensions, continuations, divisions or reissues hereof now or hereafter in force (including any rights in any of the foregoing).

(b) “Work Product” shall mean all patents, patent applications, inventions, designs, mask works, processes, methodologies, copyrights and copyrightable

works, trade secrets including confidential information, data, designs, manuals, training materials and documentation, formulas, knowledge of manufacturing processes, methods, prices, financial and accounting data, products and product specifications and all other Intellectual Property Rights created, developed or prepared, documented and/or delivered by Contractor, pursuant to the provision of the Services.

2. Statements of Work. During the term hereof and subject to the terms and conditions contained herein, Contractor agrees to provide, on an as requested basis, the consulting services, systems integration services, data conversion services, training services, and related services (the “Services”) as further described in Schedule A (the “Statement of Work”, attached hereto and incorporated herein by reference) for City, and in such additional Statements of Work as may be executed by each of the parties hereto from time to time pursuant to this Agreement. Each Statement of Work shall specify the scope of work, specifications, basis of compensation and payment schedule, estimated length of time required to complete each Statement of

27


Work, including the estimated start/finish dates, and other relevant information and shall incorporate all terms and conditions contained in this Agreement

3. Performance of Services.

(a) Performance. Contractor shall perform the Services necessary to complete all projects outlined in a Statement of Work in a timely and professional manner consistent with the specifications, if any, set forth in the Statement of Work, and in accordance with industry standards. Contractor agrees to exercise the highest degree of professionalism, and to utilize its expertise and creative talents in completing the projects outlined in a Statement of Work.

(b) Delays. Contractor agrees to notify City promptly of any factor, occurrence, or event coming to its attention that may affect Contractor’s ability to meet the requirements of the Agreement, or that is likely to occasion any material delay in completion of the projects contemplated by this Agreement or any Statement of Work. Such notice shall be given in the event of any loss or reassignment of key employees, threat of strike, or major equipment failure. Time is expressly made of the essence with respect to each and every term and provision of this Agreement.

(c) Discrepancies. If anything necessary for the clear understanding of the Services has been omitted from the Agreement specifications or it appears that various instructions are in conflict, Vendor shall secure written instructions from City’s project director before proceeding with the performance of the Services affected by such omissions or discrepancies.

4. Invoices and Payment. Unless otherwise provided in a Statement of Work, City shall pay the amounts agreed to in a Statement of Work within thirty (30) days following the acceptance by City of the work called for in a Statement of Work by City. Acceptance procedures shall be outlined in the Statement of Work. If City disputes all or any

portion of an invoice for charges, then City shall pay the undisputed portion of the invoice by the due date and shall provide the following notification with respect to the disputed portion of the invoice. City shall notify Contractor as soon as possible of the specific amount disputed and shall provide reasonable detail as to the basis for the dispute. The parties shall then attempt to resolve the disputed portion of such invoice as soon as possible. Upon resolution of the disputed portion, City shall pay to Contractor the resolved amount.

5. Taxes. City is not subject to taxation. No federal or other taxes (excise, luxury, transportation, sales, etc.) shall be included in quoted prices. City shall not be obligated to pay or reimburse Contractor for any taxes attributable to the sale of any Services which are imposed on or measured by net or gross income, capital, net worth, franchise, privilege, any other taxes, or assessments, nor any of the foregoing imposed on or payable by Contractor. Upon written notification by City and subsequent verification by Contractor, Contractor shall reimburse or credit, as applicable, City in a timely manner, for any and all taxes erroneously paid by City. City shall provide Contractor with, and Contractor shall accept in good faith, resale, direct pay, or other exemption certificates, as applicable.

6. Out of Pocket Expenses. Contractor shall be reimbursed only for expenses which are expressly provided for in a Statement of Work or which have been approved in advance in writing by City, provided Contractor has furnished such documentation for authorized expenses as City may reasonably request.

7. Audits. Contractor shall provide such employees and independent auditors and inspectors as City may designate with reasonable access to all sites from which Services are performed for the purposes of performing audits or inspections of Contractor’s operations and compliance with this Agreement. Contractor shall provide such auditors and inspectors any reasonable



assistance that they may require. Such audits shall be conducted in such a way so that the Services or services to any other customer of Contractor are not impacted adversely.

8. Term and Termination. The term of this Agreement shall commence on the Effective Date and shall continue unless this Agreement is terminated as provided in this Section 8.

(a) Convenience. City may, without cause and without penalty, terminate the provision of Services under any or all Statements of Work upon thirty (30) days prior written notice. Upon such termination, City shall, upon receipt of an invoice from Contractor, pay Contractor for Services actually rendered prior to the effective date of such termination. Charges will be based on time expended for all incomplete tasks as listed in the applicable Statement of Work, and all completed tasks will be charged as indicated in the applicable Statement of Work.

(b) No Outstanding Statements of Work. Either party may terminate this Agreement by providing the other party with at least thirty (30) days prior written notice of termination if there are no outstanding Statements of Work.

(c) Material Breach. If either party materially defaults in the performance of any term of a Statement of Work or this Agreement with respect to a specific Statement of Work (other than by nonpayment) and does not substantially cure such default within thirty (30) days after receiving written notice of such default, then the non-defaulting party may terminate this Agreement or any or all outstanding Statements of Work by providing ten (10) days prior written notice of termination to the defaulting party.

(d) Bankruptcy or Insolvency. Either party may terminate this Agreement effective upon written notice stating its intention to terminate in the event the other party: (1) makes a general assignment of all or substantially all of its assets for the benefit of

its creditors; (2) applies for, consents to, or acquiesces in the appointment of a receiver, trustee, custodian, or liquidator for its business or all or substantially all of its assets; (3) files, or consents to or acquiesces in, a petition seeking relief or reorganization under any bankruptcy or insolvency laws; or (4) files a petition seeking relief or reorganization under any bankruptcy or insolvency laws is filed against that other party and is not dismissed within sixty (60) days after it was filed.

(e) TABOR. The parties understand and acknowledge that each party is subject to Article X, § 20 of the Colorado Constitution ("TABOR"). The parties do not intend to violate the terms and requirements of TABOR by the execution of this Agreement. It is understood and agreed that this Agreement does not create a multi-fiscal year direct or indirect debt or obligation within the meaning of TABOR and, notwithstanding anything in this Agreement to the contrary, all payment obligations of City are expressly dependent and conditioned upon the continuing availability of funds beyond the term of City's current fiscal period ending upon the next succeeding December 31. Financial obligations of City payable after the current fiscal year are contingent upon funds for that purpose being appropriated, budgeted, and otherwise made available in accordance with the rules, regulations, and resolutions of City and applicable law. Upon the failure to appropriate such funds, this Agreement shall be deemed terminated.

(f) Return of Property. Upon termination of this Agreement, both parties agree to return to the other all property (including any Confidential Information, as defined in Section 11) of the other party that it may have in its possession or control.

9. City Obligations. City will provide timely access to City personnel, systems and information required for Contractor to perform its obligations hereunder. City shall provide to Contractor’s employees performing its obligations hereunder at City’s premises,



without charge, a reasonable work environment in compliance with all applicable laws and regulations, including office space, furniture, telephone service, and reproduction, computer, facsimile, secretarial and other necessary equipment, supplies, and services. With respect to all third party hardware or software operated by or on behalf of City, City shall, at no expense to Contractor, obtain all consents, licenses and sublicenses necessary for Contractor to perform under the Statements of Work and shall pay any fees or other costs associated with obtaining such consents, licenses and sublicenses.

10. Staff. Contractor is an independent contractor and neither Contractor nor Contractor’s staff is, or shall be deemed to be employed by City. City is hereby contracting with Contractor for the Services described in a Statement of Work and Contractor reserves the right to determine the method, manner and means by which the Services will be performed. The Services shall be performed by Contractor or Contractor’s staff, and City shall not be required to hire, supervise or pay any assistants to help Contractor perform the Services under this Agreement. Except to the extent that Contractor’s work must be performed on or with City’s computers or City’s existing software, all materials used in providing the Services shall be provided by Contractor.

11. Confidential Information.

(a) Obligations. Each party hereto may receive from the other party information which relates to the other party’s business, research, development, trade secrets or business affairs (“Confidential Information”). Subject to the provisions and exceptions set forth in the Colorado Open Records Act, Section 24-72-101 et seq., C.R.S., each party shall protect all Confidential Information of the other party with the same degree of care as it uses to avoid unauthorized use, disclosure, publication or dissemination of its own confidential information of a similar nature, but in no event less than a reasonable degree of

care. Without limiting the generality of the foregoing, each party hereto agrees not to disclose or permit any other person or entity access to the other party’s Confidential Information except such disclosure or access shall be permitted to an employee, agent, representative or independent contractor of such party requiring access to the same in order to perform his or her employment or services. Each party shall insure that their employees, agents, representatives, and independent contractors are advised of the confidential nature of the Confidential Information and are precluded from taking any action prohibited under this Section 11. Further, each party agrees not to alter or remove any identification, copyright or other proprietary rights notice which indicates the ownership of any part of such Confidential Information by the other party. A party hereto shall undertake to immediately notify the other party in writing of all circumstances surrounding any possession, use or knowledge of Confidential Information at any location or by any person or entity other than those authorized by this Agreement. Notwithstanding the foregoing, nothing in this Agreement shall restrict either party with respect to information or data identical or similar to that contained in the Confidential Information of the other party but which (1) that party rightfully possessed before it received such information from the other as evidenced by written documentation; (2) subsequently becomes publicly available through no fault of that party; (3) is subsequently furnished rightfully to that party by a third party without restrictions on use or disclosure; or (4) is required to be disclosed by law, provided that the disclosing party will exercise reasonable efforts to notify the other party prior to disclosure.

(b) Know-How. For the avoidance of doubt neither City nor Contractor shall be prevented from making use of know-how and principles learned or experience gained of a non-proprietary and non-confidential nature.

(c) Remedies. Each of the parties hereto agree that if any of them, their officers,



employees or anyone obtaining access to the Confidential Information of the other party by, through or under them, breaches any provision of this Section 11, the non-breaching party shall be entitled to an accounting and repayment of all profits, compensation, commissions, remunerations and benefits which the breaching party, its officers or employees directly or indirectly realize or may realize as a result of or arising out of, or in connection with any such breach. In addition to, and not in limitation of the foregoing, in the event of any breach of this Section 11, the parties agree that the non-breaching party will suffer irreparable harm and that the total amount of monetary damages for any such injury to the non-breaching party arising from a violation of this Section 11 would be impossible to calculate and would therefore be an inadequate remedy at law. Accordingly, the parties agree that the non-breaching party shall be entitled to temporary and permanent injunctive relief against the breaching party, its officers or employees and such other rights and remedies to which the non-breaching party may be entitled to at law, in equity or under this Agreement for any violation of this Section 11. The provisions of this Section 11 shall survive the expiration or termination of this Agreement for any reason.

12. Project Managers. Each party shall designate one of its employees to be its Project Manager under each Statement of Work, who shall act for that party on all matters under the Statement of Work. Each party shall notify the other in writing of any replacement of a Project Manager. The Project Managers for each Statement of Work shall meet as often as either one requests to review the status of the Statement of Work.

13. Warranties.

(a) Authority. Contractor represents and warrants that: (1) Contractor has the full corporate right, power and authority to enter into this Agreement and to perform the acts required of it hereunder; (2) the execution of this Agreement by Contractor, and the

performance by Contractor of its obligations and duties hereunder, do not and will not violate any agreement to which Contractor is a party or by which it is otherwise bound under any applicable law, rule or regulation; (3) when executed and delivered by Contractor, this Agreement will constitute the legal, valid and binding obligation of such party, enforceable against such party in accordance with its terms; and (4) Contractor acknowledges that City makes no representations, warranties or agreements related to the subject matter hereof that are not expressly provided for in this Agreement

(b) Service Warranty. Contractor warrants that its employees and contractors shall have sufficient skill, knowledge, and training to perform Services and that the Services shall be performed in a professional and workmanlike manner.

(c) Personnel. Unless a specific number of employees are set forth in the Statement of Work, Contractor warrants it will provide sufficient employees to complete the Services ordered within the applicable time frames established pursuant to this Agreement or as set forth in the Statement of Work. During the course of performance of Services, City may, for any or no reason, request replacement of an employee or a proposed employee. In such event, Contractor shall, within five (5) working days of receipt of such request from City, provide a substitute employee of sufficient skill, knowledge, and training to perform the applicable Services. Contractor shall require employees providing Services at a City location to comply with applicable City security and safety regulations and policies.

(d) Compensation and Benefits. Contractor shall provide for and pay the compensation of employees and shall pay all taxes, contributions, and benefits (such as, but not limited to, workers’ compensation benefits) which an employer is required to pay relating to the employment of employees. City shall not be liable to Contractor or to any employee for



Contractor’s failure to perform its compensation, benefit, or tax obligations. Contractor shall indemnify, defend and hold City harmless from and against all such taxes, contributions and benefits and will comply with all associated governmental regulations, including the filing of all necessary reports and returns.

14. Indemnification.

(a) Contractor Indemnification. Contractor shall indemnify, defend and hold harmless City, its directors, officers, employees, and agents and the heirs, executors, successors, and permitted assigns of any of the foregoing (the “City Indemnitees”) from and against all losses, claims, obligations, demands, assessments, fines and penalties (whether civil or criminal), liabilities, expenses and costs (including reasonable fees and disbursements of legal counsel and accountants), bodily and other personal injuries, damage to tangible property, and other damages, of any kind or nature, suffered or incurred by a City Indemnitee directly or indirectly arising from or related to: (1) any negligent or intentional act or omission by Contractor or its representatives in the performance of Contractor’s obligations under this Agreement, or (2) any material breach in a representation, warranty, covenant or obligation of Contractor contained in this Agreement.

(b) Infringement. Contractor will indemnify, defend, and hold City harmless from all Indemnifiable Losses arising from any third party claims that any Work Product or methodology supplied by Contractor infringes or misappropriates any Intellectual Property rights of any third party; provided, however, that the foregoing indemnification obligation shall not apply to any alleged infringement or misappropriation based on: (1) use of the Work Product in combination with products or services not provided by Contractor to the extent that such infringement or misappropriation would have been avoided if such other products or services had not been

used; (2) any modification or enhancement to the Work Product made by City or anyone other than Contractor or its subcontractors; or (3) use of the Work Product other than as permitted under this Agreement.

(c) Indemnification Procedures. Notwithstanding anything else contained in this Agreement, no obligation to indemnify which is set forth in this Section 14 shall apply unless the party claiming indemnification notifies the other party as soon as practicable to avoid any prejudice in the claim, suit or proceeding of any matters in respect of which the indemnity may apply and of which the notifying party has knowledge. The party claiming indemnification shall have the right to participate in any legal proceedings to contest and defend a claim for indemnification involving a third party and to be represented by its own attorneys. No settlement or compromise of an asserted third-party claim other than the payment/money may be made without the prior written consent of the party claiming indemnification.

(d) Immunity. City, its officers, and its employees, are relying on, and do not waive or intend to waive by any provision of this Agreement, the monetary limitations or any other rights, immunities, and protections provided by the Colorado Governmental Immunity Act, C.R.S. 24-10-101 et seq., as from time to time amended, or otherwise available to City, its officers, or its employees.

15. Insurance.

(a) Limits: The Contractor agrees to procure and maintain in force during the terms of this Agreement, at its own cost, the following minimum coverages:

1. Workers’ Compensation and Employers’ Liability:

(i) State of Colorado: Statutory(ii) Applicable Federal: Statutory(iii) Employer’s Liability:

$100,000 Each Accident$500,000 Disease-Policy Limit$100,000 Disease-Each Employee

(iv) Waiver of Subrogation



2 Commercial General Liability:(i) Bodily injury & Property Damage

General Aggregate Limit:$1,000,000

(ii) Personal & Advertising Injury Limit: $1,000,000 $1,000,000

(iii) Each Occurrence Limit:$1,000,000

$1,000,000

The policy shall be on an Occurrence Form and include the following coverages: Premises Operations; Personal and Advertising Injury; Medical Payments; Liability assumed under an Insured Contract; Independent Contractors; and Broad Form Property Damage. Coverage provided should be at least as broad as found in Insurance Services Office (ISO) form CG0001.

3. Professional Liability (errors and omissions) (i) Each Claim/Loss: $1,000,000

$1,000,000(ii) Aggregate: $1,000,000

City of Boulder may require that this coverage remain in place for one year after the project is complete.

4. Commercial Automobile Liability Limits(i) Bodily Injury & Property Damage

Combined Single Limits: $1,000,000$1,000,000

(ii) Medical Payments per person: $5,000 (iii) Uninsured/Underinsured Motorist:

$ 100,000

Coverage is to be provided on Business Auto, Garage, or Truckers form. Coverage provided should be at least as broad as found in ISO form CA0001 (BAP), CA0005 (Garage) or CA0012 (Trucker) including coverage for owned, non-owned, & hired autos.

5. Employee Dishonesty and Computer Fraud Limits:

(i) Each Claim/Loss: $1,000,000$1,000,000

(ii) Aggregate: $1,000,000

Coverage shall include employee dishonesty, forgery or alteration and computer fraud. If Contractor is physically located on City premises, third party fidelity coverage extension shall apply. The policy shall include coverage for all directors, officers, agents and employees of the Contractor.

i. The bond or policy shall include coverage for extended theft and mysterious disappearance.

ii. The bond or policy shall not contain a condition requiring an arrest and conviction.

(b) Coverage. Insurance required by this Agreement shall be primary coverage, unless otherwise specified, and shall specify that in the event of payment for any loss under the coverage provided, the insurance company shall have no right of recovery against the City or its insurers. All policies of insurance under this Agreement shall be provided by a reputable insurance company or companies qualified to conduct business in Colorado. The City reserves the right, but shall not have the duty, to reject any insurer which it finds to be unsatisfactory and insist that the Contractor substitute another insurer that is reasonably satisfactory to the City. Property and Liability Insurance Companies shall be licensed to do business in Colorado and shall have an AM Best rating of not less than A- VI. This insurance shall be maintained in full force and effect during the term of this Agreement and for the additional periods set forth herein and shall protect the Contractor, its agents, employees and representatives, from claims for damages for personal injury and wrongful death and for damages to property arising in any manner from negligent or wrongful acts or omissions of the Contractor, its agents, employees, and representatives in the performance of the services covered herein.

(c) Additional Insureds. All insurance policies (except Workers Compensation and Professional Liability) shall



include City of Boulder and its elected officials and employees as additional insureds as their interests may appear. The additional insured endorsement should be at least as broad as ISO form CG2010 for General Liability coverage and similar forms for Commercial Auto and Umbrella Liability.

(d) Automobile Coverage. Automobile insurance shall, without limitation, cover all automobiles used in performing any services under this Agreement.

(e) Claims-Made Policies. If coverage is to be provided on Claims Made forms, Contractors must refer policy to the City Attorney’s Office for approval and additional requirements. In the case of any claims-made insurance policies, the Contractors shall procure necessary retroactive dates, “tail” coverage and extended reporting periods to cover a period at least two years beyond the expiration date of this Agreement. This obligation shall survive the termination or expiration of this Agreement.

(f) Renewal. The Contractor shall not cancel, materially change, or fail to renew required insurance coverages. The Contractor shall notify the Project Manager of any material reduction or exhaustion of aggregate limits. Should the Contractor fail to immediately procure other insurance, as specified, to substitute for any policy canceled before final payment to the Contractor, the City may procure such insurance and deduct its cost from any sum due to the Contractor under this Agreement.

(g) Certificates. Certificates showing that the Contractor is carrying the above-described insurance, and the status of the additional insureds, shall be furnished to the City prior to the execution of this Agreement by the City. Certificates of insurance on all policies shall give the City of Boulder written notice of not less than thirty (30) days prior to cancellation or change in coverage. The Contractor shall forthwith obtain and submit proof of substitute insurance

in the event of expiration or cancellation of coverage.

16. Rights in Work Product.

(a) Generally. Except as specifically agreed to the contrary in any Statement of Work, all Intellectual Property Rights in and to the Work Product produced or provided by Contractor under any Statement of Work shall remain the property of Contractor. Contractor shall not use open source software in creating the Work Product without first (i) providing the City with a copy of the open source software license terms and conditions applicable to the software program Consultant intends to use and (ii) receiving the express, written consent of the City to incorporate the open source software into the Work Product. To the extent open source software is incorporated into the Work Product, such open source software is expressly included within Contractor's responsibilities under the license granted pursuant to this Agreement. Contractor represents and warrants that the use of such open source software shall not materially affect the City's use of the Work Product. With respect to the Work Product, Contractor unconditionally and irrevocably grants to City during the term of such Intellectual Property Rights, a non-exclusive, irrevocable, perpetual, worldwide, fully paid and royalty-free license, to reproduce, create derivative works of, distribute, publicly perform and publicly display by all means now known or later developed, such Intellectual property Rights.

(b) Know-How. Notwithstanding anything to the contrary herein, each party and its respective personnel and contractors shall be free to use and employ its and their general skills, know-how, and expertise, and to use, disclose, and employ any generalized ideas, concepts, know-how, methods, techniques, or skills gained or learned during the course of any assignment, so long as it or they acquire and apply such information without disclosure of any Confidential Information of the other party.



17. Relationship of Parties. Contractor is acting only as an independent contractor and does not undertake, by this Agreement, any Statement of Work or otherwise, to perform any obligation of City, whether regulatory or contractual, or to assume any responsibility for City’s business or operations. Neither party shall act or represent itself, directly or by implication, as an agent of the other, except as expressly authorized in a Statement of Work.

18. Complete Agreement. This Agreement contains the entire agreement between the parties hereto with respect to the matters covered herein.

19. Applicable Law. Contractor shall comply with all applicable laws in performing the Services but shall be held harmless for violation of any governmental procurement regulation to which it may be subject but to which reference is not made in the applicable Statement of Work. This Agreement shall be construed in accordance with the laws of the State of Colorado. Any action or proceeding brought to interpret or enforce the provisions of this Agreement shall be brought before the state or federal court situated in Boulder County, Colorado and each party hereto consents to jurisdiction and venue before such courts.

20. Scope of Agreement. If the scope of any provisions of this Agreement is too broad in any respect whatsoever to permit enforcement to its fullest extent, then such provision shall be enforced to the maximum extent permitted by law, and the parties hereto consent to and agree that such scope may be judicially modified accordingly and that the whole of such provision of this Agreement shall not thereby fail, but that the scope of such provision shall be curtailed only to the extent necessary to conform to law.

21. Additional Work. After receipt of a Statement of Work, City, with Contractor’s consent, may request Contractor to undertake additional work with respect to such Statement of Work. In such event, City and Contractor shall execute an addendum to the Statement of

Work specifying such additional work and the compensation to be paid to Contractor for such additional work.

22. Subcontractors. Contractor may not subcontract any of the Services to be provided hereunder without the prior written consent of City. In the event of any permitted subcontracting, the agreement with such third party shall provide that, with respect to the subcontracted work, such subcontractor shall be subject to all of the obligations of Contractor specified in this Agreement.

23. Notices. Any notice provided pursuant to this Agreement shall be in writing to the parties at the addresses set forth below and shall be deemed given (1) if by hand delivery, upon receipt thereof, (2) three (3) days after deposit in the United States mails, postage prepaid, certified mail, return receipt requested or (3) one (1) day after deposit with a nationally-recognized overnight courier, specifying overnight priority delivery. Either party may change its address for purposes of this Agreement at any time by giving written notice of such change to the other party hereto.

24. Assignment. This Agreement may not be assigned by Contractor without the prior written consent of City. This Agreement shall be binding upon and inure to the benefit of the heirs, successors and assigns of the parties hereto.

25. Third Party Beneficiaries. This Agreement is entered into solely for the benefit of the parties hereto and shall not confer any rights upon any person or entity not a party to this Agreement.

26. Headings. The section headings in this Agreement are solely for convenience and shall not be considered in its interpretation. The recitals set forth on the first page of this Agreement are incorporated into the body of this Agreement. The exhibits referred to throughout this Agreement and any Statement of Work prepared in conformance with this Agreement are incorporated into this Agreement.



27. Waiver. The failure of either party at any time to require performance by the other party of any provision of this Agreement shall not effect in any way the full right to require such performance at any subsequent time; nor shall the waiver by either party of a breach of any provision of this Agreement be taken or held to be a waiver of the provision itself.

28. Force Majeure. If performance by Contractor of any service or obligation under this Agreement is prevented, restricted, delayed or interfered with by reason of labor disputes, strikes, acts of God, floods, lightning, severe weather, shortages of materials, rationing, utility or communications failures, earthquakes, war, revolution, civil commotion, acts of public enemies, blockade, embargo or any law, order, proclamation, regulation, ordinance, demand or requirement having legal effect of any governmental or judicial authority or representative of any such government, or any other act whether similar or dissimilar to those referred to in this clause, which are beyond the reasonable control of Contractor, then Contractor shall be excused from such performance to the extent of such prevention, restriction, delay or interference. If the period of such delay exceeds thirty (30) days, City may, without liability, terminate the affected Statement of Work(s) upon written notice to Contractor.

29. Time of Performance. Time is expressly made of the essence with respect to each and every term and provision of this Agreement.

30. Permits. Contractor shall at its own expense secure any and all licenses, permits or certificates that may be required by any federal, state or local statute, ordinance or regulation for the performance of the Services under the Agreement. Contractor shall also comply with the provisions of all applicable laws in performing the Services under the Agreement. At its own expense and at no cost to City, Contractor shall make any change,

alteration or modification that may be necessary to comply with any applicable laws that Contractor failed to comply with at the time of performance of the Services.

31. Media Releases. Except for any announcement intended solely for internal distribution by Contractor or any disclosure required by legal, accounting, or regulatory requirements beyond the reasonable control of Contractor, all media releases, public announcements, or public disclosures (including, but not limited to, promotional or marketing material) by Contractor or its employees or agents relating to this Agreement or its subject matter, or including the name, trade mark, or symbol of City, shall be coordinated with and approved in writing by City, at the City’s sole discretion, prior to the release thereof. Contractor shall not represent directly or indirectly that any Services provided by Contractor to City has been approved or endorsed by City or include the name, trade mark, or symbol of City on a list of Contractor’s customers without City’s express written consent.

32. Nonexclusive Market and Purchase Rights. It is expressly understood and agreed that this Agreement does not grant to Contractor an exclusive right to provide to City any or all of the Services and shall not prevent City from acquiring from other suppliers services similar to the Services. Contractor agrees that acquisitions by City pursuant to this Agreement shall neither restrict the right of City to cease acquiring nor require City to continue any level of such acquisitions. Estimates or forecasts furnished by City to Contractor prior to or during the term of this Agreement shall not constitute commitments.

33. Survival. The provisions of Sections 5, 8(f), 10, 11, 13, 14, 16, 17, 19, 23, 25 and 31 shall survive any expiration or termination for any reason of this Agreement.


Appendices

Signature Page Follows

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 theDirector of Finance and Record

APPROVED AS TO FORM:

______________________________City Attorney’s Office

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.

Appendices

Performance Responsible TargetMilestone 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.

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:

doc rfp documents (revised) 248.50 kb

Education

proposal rfp

city of boulder request

city record

general rfp information

sealed proposals

late proposals

calder grey city of

state of colorado