David L. Case, Chairman Rick Yzaguirre, Commissioner Jim Tibbs, Commissioner
RFP 14003 Computer Aided Dispatch (CAD) Implementation Project Management
ISSUE Date: September 23, 2013 ADA COUNTY DEPARTMENT OF ADMINISTRATION, PURCHASING DIVISION 200 W. Front St., Boise, Id. 83702 Phone (208) 287-7123 Fax (208) 287-7149 http://www.adaweb.net
INSTRUCTIONS TO PROPOSERS A.
INTRODUCTION
A.1. Ada County (“County”) seeks a contract with a professional consultant to serve as a project manager to assist the County in the implementation oversight, issue resolution, technical assistance, acceptance testing, cutover support, and project closeout of the New CAD System (the “New CAD System”), currently being procured through RFP 13033 (the “CAD RFP”). This Request for Proposals No. 14003 (“RFP”), is issued to solicit proposals (“Proposals”) for this contract (“Contract”) by qualified persons (“Contractors”). B.
PROPOSALS – GENERAL INFORMATION
B.1. County requires all interested Contractors to submit a written Proposal in response to this RFP. Please include one (1) original of all Proposal documents, five (5) hard copies, and one (1) copy in electronic format on a CD or USB drive as described below. Information and specifications for Proposals may be obtained at the Ada County Purchasing Division, 200 W. Front Street, 2nd Floor, Room 2210, Boise, Idaho 83702 or may be accessed free of charge at www.adaweb.net/bids. A non-refundable plan copy fee of Fifteen Dollars ($15.00) is required for each set picked up in hard copy. B.2. Sealed Proposals must be received through the Ada County Department of Administration, Purchasing Division, 2nd Floor, Room 2210, 200 W. Front Street, Boise, Idaho, no later than 4:00 p.m. MDT, on October 21, 2013. Pertinent portions of timely received Proposals will be publicly opened and read aloud at 2:00 p.m. MDT on October 22, 2013, in the Commissioner’s Conference Room on the third floor of the Ada County Courthouse, 200 W. Front Street, Boise, Idaho. B.3. A mandatory pre-proposal meeting will be held on October 2, 2013, at 2:00 p.m. MDT in the Department of Administration Conference Room, 2nd Floor, Ada County Courthouse, 200 W. Front St., Boise, Idaho 83702. Contact Bob Kobza at
[email protected] for teleconference instructions for the pre-proposal meeting. You are required to have thoroughly reviewed the proposal packet prior to the pre-proposal meeting. B.4.
No oral, telephone, or telegraphic proposals will be considered.
B.5. The Proposal shall be enclosed in a sealed, opaque envelope and must be marked: “RFP 14003 Computer Aided Dispatch (CAD) Implementation Project Management,” addressed to Ada County Purchasing, as provided above, and state the Contractor’s name and address on the envelope. B.6. Before submitting a Proposal, Contractors shall carefully examine these Instructions to Proposers, and any Addenda issued after the RFP is issued, and fully inform
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themselves as to the existing conditions and limitations. Additionally, Contractors shall familiarize themselves with RFP 13033 and all addenda thereto. B.7. Late or unsigned proposals will not be accepted or considered. It is the responsibility of the Contractor to ensure that the Proposal arrives at the Ada County Purchasing Division no later than the submission deadline as set forth in Section B.2 above. B.8. The signer of the Proposal must initial any alterations made to the Proposal prior to submittal. Proposals cannot be altered or amended after the submission deadline as set forth in Section B.2 above. B.9. No Proposal shall be withdrawn after the opening of Proposals for a period of thirty (30) days after the time scheduled for receipt of Proposals. However, a Contractor may withdraw a Proposal at any time prior to the time scheduled for the opening of Proposals. B.10. Contractors, prior to the opening of Proposals, shall be licensed to do business in the State of Idaho. It is the Proposers responsibility to have the necessary licensing requirements of the State of Idaho. B.11. Any question or explanation desired by Contractors must be requested, in writing, of Ada County by email to
[email protected]. If an answer or explanation is warranted, a reply will be made in the form of an Addendum to the RFP, a copy of which will be forwarded to each Contractor of record who attended the mandatory pre-proposal meeting and has received the RFP from Ada County Department of Administration, Purchasing Division. It is the responsibility of any Contractor to access any Addenda issued by County. The deadline for submitting questions and inquiries to the Ada County Purchasing Division is October 7, 2013, at 4:00 p.m. MDT. Any addenda to this RFP will be issued on or about October 11, 2013. C.
SCOPE OF SERVICES
C.1. Purpose. The purpose of RFP No. 14003 is to identify a consultant to serve as a project manager to assist the County in the implementation oversight, issue resolution, technical assistance, acceptance testing, cutover support, post cutover support, and project closeout of the New CAD System (the “New CAD System”), currently being procured through RFP 13033 Ada County Sheriff’s Office Computer Aided Dispatch (the “CAD RFP”). C.2. Project Description and Objectives. This Project can be defined in several tasks. The sections of the Project that are defined below are a suggested flow of the Project but Contractors are invited to provide innovations for the Project. This shall include: Task 1. Contract Review: a. Contract Refinement—Contractor shall review the contract(s) with the CAD vendor and recommend changes to the contract that are in the County’s best interests. b. Final Contract Review—Contractor shall review the final system contract(s) to ensure appropriate contract changes have been made.
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Task 2. CAD Implementation Orientation, Initiation, and Design Review: a. CAD implementation initiation—Contractor shall initiate the implementation of the new CAD and Mobile system. This shall include: review and discussion of scope of work for CAD implementation and review and discussion of the implementation schedule and milestones. This shall include a deliverable summarizing and outlining the proposed schedule. Contractor shall be responsible for creating, revising, and maintaining the master schedule for the project. b. Contractor will conduct detailed system design review/configuration sessions for CAD and Mobile Data to thoroughly discuss the proposed system, hardware and configuration, and to discuss how the systems will function within the County’s environment. If necessary, Contractor shall make recommendations for additions and/or changes to ensure County needs are met. Contractor shall meet onsite to conduct this review. This shall include a deliverable summarizing and outlining the system design review meetings. Task 3. Migration Strategy Development: a. Contractor shall provide advice and assistance in planning the migration strategies for implementation of the new systems. Contractor shall assist in developing strategies to attain full functionality of the new systems, with minimal impact upon operational activities. b. The migration plan shall incorporate human, technology and operational factors to maintain delivery of service to the public and emergency providers. Task 4. Acceptance Testing: a. Contractor shall work with the County’s project team to ensure that all new systems and equipment are fully tested prior to system acceptance. Contractor shall assist the County with the organization, structure, and documentation of system testing. This shall include the development of the acceptance test plan. Contractor shall recommend to the County test procedures, structured test data, and criteria for system acceptance. Contractor shall develop error tracking documentation and shall participate in meetings with the vendor’s technical project teams to discuss and resolve system testing and implementation issues. The CAD and Mobile systems will be tested to ensure that they meet the performance criteria stated in the CAD RFP and the contract(s). b. Contractor shall assist with the testing of the various system interfaces that link CAD with other external systems, databases and equipment to ensure that the appropriate functionality is provided reliably. c. Contractor shall ensure that the CAD system is load tested to ensure that it is capable of meeting the required throughput and reliability performance criteria established in the specifications and contract(s). d. Contractor shall provide the results of the acceptance testing program to the County. e. The Contractor shall prepare and provide to the CAD vendor a list identifying discrepancies that require correction. The Contractor shall review the disposition of the identified discrepancies, and continue to monitor the correction process until the Contractor can recommend that the County grant acceptance.
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f. Contractor shall witness and document system functional tests and throughput tests. g. Contractor shall monitor system reliability after cutover. h. Contractor shall report on the results of the system functional, throughput and reliability tests. Contractor shall report on final system sign-off. Task 5. Cutover & Post-Cutover Support: a. Contractor shall provide support during system cutover and go-live. b. Contractor shall monitor system cutover during the first eight weeks of operation. If problems occur, Contractor shall recommend solutions to cutover problems. c. Contractor shall be onsite during system cutover. d. Contractor shall be available to County for consultation for twelve weeks postcutover Task 6: Closeout and Final Report a. After the CAD/Mobile System is operational, Contractor shall work with County to provide copies of existing documentation that was used or developed throughout the project. b. Contractor shall review vendor-provided as-built documentation and confirm such documentation is complete. c. Contractor shall work with County to determine any other close out tasks. Tasks throughout Implementation: a. Issue Resolution. Contractor shall work with County and the selected CAD vendor to monitor, track, and help resolve integration issues that may arise during system implementation. Contractor shall review and evaluate vendor project progress reports in accordance with the project plan and contract requirements. Contractor shall work with the CAD vendor to establish an issue tracking system to maintain the status of issues and ensure timely reporting and resolution of issues. b. Implementation Oversight. Contractor shall work with the County and the vendor to ensure that the equipment and systems are configured as specified in the contract and to meet functional requirements. Contractor shall provide assistance and guidance in making selections for configuration. Contractor shall review interface documents and provide guidance in specifying, documenting and testing interfaces. Contractor shall audit and monitor vendor training. Contractor shall review deliverables from the CAD vendor for quality and conformance with contract requirements. Contractor shall review the CAD vendor’s data conversion plan and work with the County and the vendor to match the data fields between the legacy system and the new system’s databases to ensure that the data are loaded correctly without any data loss. Contractor will validate the converted data. c. Monitor Contract Compliance. The Contractor shall assist and make recommendations to the County regarding the acceptance of contract deliverables. Contractor shall review vendor deliverables, monitor vendor implementation activity and provide objective opinions on the acceptability of these items. d. Monthly Status Meetings. Contractor shall attend the monthly status meetings, either in person or by phone as requested by County. Contractor shall prepare and deliver meeting minutes to the County.
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e. Training. Contractor shall assist in the development and review of the training plans and curricula specific to system/user training for all CAD, Mobile, and related systems. Contractor shall assist in the organization, scheduling, and oversight of the training necessary for applicable staff to effectively implement the new system. C.3.
Contractor Minimum Qualifications.
A.
Contractor must demonstrate a minimum of five (5) years of experience in CAD/Mobile implementation project management.
B.
Contractor must demonstrate experience in CAD/Mobile implementation project management for consolidated dispatch centers, with the same or more dispatchers as Ada County, serving the same or larger population as Ada County, in which dispatching services are provided for fire, law enforcement, and emergency medical services.
C.
Contractor must demonstrate that it has experience implementing from Northrop Grumman COBOL CAD to a new CAD/Mobile System.
D.
Contractor must be licensed to do business in the State of Idaho. Contractor must meet or exceed the insurance requirements stated herein.
E.
Contractor must demonstrate the ability to enter into a long-term contractual relationship with the County.
C.4. Period of Performance. A contract may be awarded as a result of this RFP. If awarded, the County recognizes this project may take longer than twelve months. However, County is prohibited from entering into multi-year contracts. As such, the initial contract would be from the date of contract execution to and including September 30, 2014. The County may, solely at its option, and when and if it duly budgets and appropriates funds therefore from revenues legally available to it for the ensuing fiscal year, renew any contract for additional annual Renewal Terms. Each annual renewal of this Lease shall be deemed to be exercised by the County upon the adoption by September 15 of any year, of a budget of the ensuing fiscal year, duly budgeting and appropriating the amount of money required to make the Lease Payments and all other payments payable by the County under the contract. The due appropriation of funds as aforesaid shall constitute a valid and enforceable obligation of the County for the payment of such funds for the purposes provided herein, and shall not be subject to abatement for any cause. Each Renewal Term shall commence on October 1 of the fiscal year following adoption of the budget as provided hereinabove and shall terminate on September 30 of the following calendar year.
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D.
PROPOSAL CONTENTS.
D.1. Proposal Summary and Cover Sheet (RFP Attachment 1): This is to be the first document of the Contractor’s Proposal. It must include the legal name of the Contractor, the name of a contact person and title, and contact information. The Proposal Summary should state Contractor’s fee for CAD implementation project management in accordance with this RFP. Contractor must state its proposed fee both numerically and in writing. In case of a discrepancy, the written fee will control the interpretation. D.2. Proposal Signature Pages (RFP Attachment 2): This is to be the second document of the Contractor’s Proposal. Proposal must be signed by the Contractor or his authorized representative, and must represent that person signing the Proposal has read the contents of the RFP, any subsequently issued Addenda and has no objections to the requirements therein, other than what may be stated therein. D.2.1. The following requirements must be observed in the signing of submitted Proposals: Proposals that are not signed by individuals making them should have attached thereto a power of attorney evidencing authority to sign the Proposal in the name of the person for whom it is signed. Proposals that are signed for a Partnership should be signed by all of the Partners or by an attorney-in-fact. If signed by an attorney-in-fact, there should be attached to the Proposal a power of attorney evidencing authority to sign the Proposal, executed by the Partners. Proposals that are signed for a Corporation or other business entity should have the correct entity name thereof and the signature of the President or other authorized officer of the entity, manually written below the entity name following the word By __________________. If an official other than the President of the Corporation manually signs such Proposal, a document evidencing the authority of such official to sign the proposal should be attached to it. Corporate signed Proposals shall also bear the attesting signature of the Secretary of the Corporation. Proposals which are signed for a Limited Liability Company must have the correct company name thereof and the signature of the Manager(s) or Members(s) manually written below the company name following the word By_____________. The authorized Manager or Member who signs the proposal must match the Articles of Organization filed with the Secretary of State. If a person other than the Manager(s) or Member(s) manually signs such a bid, a document evidencing the authority of such person to sign the Proposal must be attached thereto. D.3. Proposal Submittals: This is the third document of the Contractor’s Proposal. Each of the following items must be answered fully, in the numerical order in which the items are presented. The Proposal Submittal is limited to thirty (30) pages in length. Please restate the question or inquiry before answering. This document is available in PDF format through www.adaweb.net/bids to facilitate this requirement. Please note any exception(s) to questions, with explanations for the exception(s):
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D.3.1. Introduction: Please provide general information about Contractor, which would be helpful in understanding Contractor’s background and business operations. Please provide the location of the office that will be primarily responsible for CAD implementation project management for Ada County. D.3.2. Company History: Please provide a brief history of Contractor’s company. Include the number of offices, total number of employees, and the type(s) of work that your company performs. Please provide a list of all offices in Idaho and in the Pacific Northwest. D.3.3. Qualifications and Ability to Provide Required Services: Please provide a brief narrative discussion of Contractor’s and/or its company’s qualifications for providing the services requested in this RFP. Please provide the information requested below for the proposing company and for any and all subcontractors.
• • • •
A list of relevant projects of similar scope and magnitude. A detailed description of the technical skills, experience and expertise your firm has utilized to perform projects of similar scope and magnitude. Please provide at least five (5) client references who can be contacted to verify the adequacy of your firm’s ability to perform the scope of work. Briefly describe your concept and approach to managing this project based upon your understanding of the services requested in this proposal.
D.3.4. Experience: Please provide a table or chart summarizing Contractor’s CAD/Mobile implementation project management experience. Please highlight any experience with consolidated emergency communications dispatch centers. In addition, provide detailed project descriptions of those projects shown in the summary table. The Contractor must have prior experience in conducting similar projects and have the technical knowledge to complete the proposed tasks in accordance with all federal, state and local laws or regulations. The Contractor must have all licenses, certifications, permits and other approvals required by federal, state, or local laws or regulations in connection with the work described herein. D.3.5. Key Personnel: (RFP Attachment 4) Please provide a list of key personnel who have specialized experience and expertise relating to the services required in this RFP. List only those that are likely to actually perform the required services. Describe their education, any registrations, special expertise and/or training, and the location of the office to which each is assigned. Summarize the number and type of employees available to support the key personnel listed above. The Proposal shall include the information requested below for the proposing company and for any and all subcontractors:
INSTRUCTIONS TO PROPOSERS – PAGE 7
•
• • •
The name of the individual who would be designated by the Contractor as the Project Manager and list their experience which would qualify that individual to fulfill the requirements of this RFP. A list of names, roles and experience of personnel who will carry out this contract. List any subcontractors and describe their role(s) and qualifications in Attachment 4. Any subcontractor working on this project must sign a non-disclosure agreement.
D.3.6. Overall Approach: Using the information provided in the Scope of Services and the following information, briefly describe your concept and approach to complete the services requested in this proposal, including: Based on your understanding of the County’s needs, provide a schedule listing major tasks. Assume a personal services agreement is in place beginning December 1, 2013. List of services and/or information you would need from the County to initiate and complete your outlined schedule. List the name and phone number for the contact person who will be directly responsible in overseeing all activities conducted in connection with this Project. Provide a concise work plan in narrative form outlining the manner and timeline under which the requirements of the RFP will be accomplished. This work plan should be based on the scope of work and other requirements as outlined in this RFP.
1. 2. 3. 4.
D.3.7. Proposed Cost: Please provide and identify a summary of costs associated with the Project by Task. Any resulting contract shall be a fixed cost, payable upon successful completion of each Task identified above in accordance with the contract. This summary shall include, but not necessarily be limited to:
• •
Salaries and wages (identify individual position(s) hourly billable rate). Travel expenses, supplies, and equipment.
D.3.8. Insurance: (RFP Attachment 3, Exhibit A) Please state Contractor’s ability to meet or exceed the insurance requirements stated Exhibit A of Attachment 3 of this RFP. D.3.9. Contract: (RFP Attachment 3) Please state Contractor’s willingness to sign the contract attached hereto as Attachment 3. E.
ADDITIONAL INFORMATION AND REQUIREMENTS
E.1 County reserves the right to reject any or all Proposals, portions or parts thereof and to waive all minor irregularities. County further reserves the right to accept the Proposal judged by County to be most satisfactory for its requirements. E.2. Proprietary Information. All documentation provided herein becomes the property of the County and the information becomes public information after the proposals are opened on October 22, 2013. If the Contractor wishes to have any information withheld from the
INSTRUCTIONS TO PROPOSERS – PAGE 8
public, such information must fall within the definition of proprietary information contained within local and state record statutes. All proprietary information the Contractor wishes the County to withhold must be submitted in a sealed package, which is separate from the remainder of the proposal. The separate package must be clearly marked proprietary on the outside of the package. Each page inside the package must also be clearly marked as proprietary. Should the County be challenged in court by a third party for a decision to withhold or redact information identified as proprietary by the Contractor, Contractor agrees to indemnify, defend, and hold harmless the County for any judgments, attorney fees, and/or court costs associated with asserting the documents contain proprietary information. Contractor agrees and acknowledges that the proposal form is a discloseable public record. The County reserves the right to make an independent discretionary decision whether or not the documents marked as proprietary contain trade secrets and to disclose the contents thereof pursuant to the Idaho Public Records Act. All documents not marked as proprietary are subject to release in compliance with the Idaho Public Records Act. E.3. Nondisclosure of Confidential Information. In connection with providing services to Ada County and for good and valuable consideration, Contractor acknowledges and agrees that it will have access to confidential and proprietary information in Ada County’s possession. Contractor agrees to keep in strict secrecy and confidence any and all, business, legal, financial, and proprietary information which Contractor assimilates or to which Contractor has access during the term of the Agreement. Contractor shall not, without the prior written consent of Ada County, disclose any confidential or proprietary information to any third person, partnership, joint venture, company, corporation or other organization, other than employees or agents of Contractor who need to know the Information and in those instances only to the extent justifiable by that need. Contractor shall promptly redeliver to Ada County upon request and without relieving Contractor of any obligation of confidentiality all written material containing or reflecting any Information (including all copies, extracts or other reproductions). With respect to any proprietary information, Contractor shall use the same care and discretion to limit disclosure of such proprietary information as it uses to protect the proprietary, confidential, or trade secret status of its own information, but in no event less than reasonable means, including, but not limited to: (a) restrict disclosure of proprietary information solely to its employees, agents, advisors, Contractors, contractors and/or subcontractors with a need to know and not disclose such proprietary information to any other parties; and (b) advise all Contractor employees, agents, advisors, Contractors, contractors and/or subcontractors with access to the proprietary information of the obligation to protect proprietary information provided hereunder; and (c) use the proprietary information provided hereunder only for purposes directly related to any ensuing agreement for CAD Contractor Services and for no other purpose. This provision shall not apply to information (i) already in the public domain (other than by way of Contractor’s disclosure); (ii) disclosure to Contractor by a third party on a nonconfidential basis; (iii) required to be disclosed by law, provided Contractor gives Ada County prior notice of such disclosure.
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E.4. No. 14003:
• • • • •
F.
Timeline for Selection. The following dates are the intended timeline for RFP
RFP Published 9-23-2013 and 9-30-2013. Proposals Due 10-21-2013 by 4:00 p.m. MDT. Selection committee notice of ranking 11-14-2013. Ranking to the Board of County Commissioners 11-19 -2013. Contract may begin 12/1/2013
Evaluation Criteria and Selection Process
F.1. The evaluation of Proposals will be based upon, but not necessarily limited to, the criteria listed below. The evaluation committee may also require a verbal interview with the Contractor to clarify and expand upon its Proposal. The selection committee will rank the Proposals in an order that demonstrates the committee’s belief that the Contractor is able to provide the services County requires, based on the evaluation criteria and verbal interviews, if conducted. The selection committee will negotiate, as needed, with the highest ranked Contractor, a reasonable and fair contract price for the provided services. If unable to negotiate a reasonable and fair contract price, the selection committee shall negotiate with the next highest ranked Contractor. F.2. Evaluation Criteria: F.2.1 30% Experience management.
with
CAD/Mobile
implementation
project
F.2.2. 10% Compliance with the Instructions to Proposers in assembling and submitting a Proposal. F.2.3. 20%
Anticipated costs/financial returns to County.
F.2.4. 30% Successful experience working with a consolidated emergency dispatch center dispatching for fire, law enforcement, and emergency medical services. F.2.5. 10% References, quality of service provided for similarly sized operations.
INSTRUCTIONS TO PROPOSERS – PAGE 10
Attachment 1 PROPOSAL SUMMARY AND COVER SHEET (First document of Proposal Submittal) RFP 14003 Computer Aided Dispatch (CAD) Implementation Project Management
NAME OF CONTRACTOR: ADDRESS: CONTACT: CONTACT ADDRESS AND PHONE NUMBER(S):
ADDRESS: BUSINESS PHONE: CELL:
The total fee for performing all of the work and materials outlined under this RFP 14003: $
.00 (Numerical)
INSTRUCTIONS TO PROPOSERS – PAGE 1
(Written)
Attachment 2 Proposal Signature Pages (Second document of the Proposal submittal that includes the appropriate signature page, as follows. Refer to Section D.2 of Instructions to Proposers) RFP 14003 Computer Aided Dispatch (CAD) Implementation Project Management
NAME OF CONTRACTOR: ___________________________________________________
TO: BOARD OF ADA COUNTY COMMISSIONERS: The undersigned, having familiarized himself/themselves with the requirements of Ada County RFP 14003, Computer Aided Dispatch (CAD) Implementation Project Management, any addenda, and any attachments to the RFP on file in the office of Ada County Purchasing Department located at 200 West Front Street, Boise, Idaho, 83702, does hereby propose to furnish Computer Aided Dispatch (CAD) Implementation Project Management to Ada County in accordance with the requirements of said RFP. ADDENDA RECEIVED: #1 #2 #3
INSTRUCTIONS TO PROPOSERS – ATTACHMENT 2 - PAGE 1
SOLE PROPRIETOR OR PARTNERSHIP SIGNATURE PAGE IN WITNESS HERETO the undersigned has set his (its) hand this _______ day of ___________________________, 2013. Name of Firm:
Address:
By:
Title:
(Signature)
(Attach document evidencing authority to sign per D.2 of Instructions to Proposers)
____________________________________ (Printed Name)
State of Idaho Business License No.
INSTRUCTIONS TO PROPOSERS – ATTACHMENT 2 - PAGE 2
CORPORATION SIGNATURE PAGE
IN WITNESS WHEREOF the undersigned corporation has caused this instrument to be executed by its duly authorized officer this _____day of ______________, 2013.
Name of Corporation:
Address:
By:
Title:
(Signature)
(If not President, attach a document evidencing authority to sign)
(Printed Name)
(Email Address)
ATTEST (mandatory):
(Signature of Secretary of Corporation)
(Printed Signature)
_____________________________ (State of Idaho Business License No.)
INSTRUCTIONS TO PROPOSERS – ATTACHMENT 2 - PAGE 3
LLC SIGNATURE PAGE
day of
IN WITNESS HERETO the undersigned has set his (its) hand this , 2013.
Name of Firm:
Address:
______________________________ By: ______________________________ (Signature)
______________________________ (Printed Name)
Title:
(If not Manager, attach a document evidencing authority to sign)
(Email Address)
_______________________________ (State of Idaho Business License No.)
INSTRUCTIONS TO PROPOSERS – ATTACHMENT 2 - PAGE 4
Attachment 3
AGREEMENT NO. ________ CONTRACT FOR PERSONAL SERVICES BETWEEN ADA COUNTY AND _______________________ FOR COMPUTER AIDED DISPATCH (CAD) IMPLEMENTATION PROJECT MANAGEMENT THIS CONTRACT FOR PERSONAL SERVICES BETWEEN ADA COUNTY AND ______________________ is made and entered into on ____________, 2013, by Ada County, a duly formed and existing county pursuant to the laws and Constitution of the State of Idaho, (“County”) and _________________ (“Contractor”). This Personal Services Contract is for the Computer Aided Dispatch (CAD) Implementation Project Management RFP 14003 (the “Project”). NOW, THEREFORE, in consideration of the mutual promises, covenants, and agreements stated herein, and for other good and valuable consideration, the sufficiency of which is hereby acknowledged, the parties agree: I. DOCUMENTS INCORPORATED BY REFERENCE The Contract Documents include the Personal Services Contract, the Instructions to Proposers, ______________________________________________________________ (“Contract Documents”), all of which are hereby incorporated herein by reference and made a part hereof. II. REPRESENTATIONS AND WARRANTIES By executing this Contract, Contractor makes the following express representations and warranties to the County: A. Contractor will be professionally qualified to act in whatever capacity required for the Project and licensed to practice in that capacity by all public entities having jurisdiction over Contractor and the Project; B. Contractor shall maintain all necessary licenses, permits, or other authorizations necessary to perform the Project; C. Contractor has become familiar with and examined RFP 13033, Ada County Sheriff’s Office Computer Aided Dispatch; D. Contractor assumes full responsibility to the County for the improper acts and/or omissions (excluding intentional acts) of its consultants or others employed or retained by the INSTRUCTIONS TO PROPOSERS – ATTACHMENT 3 - PAGE 1
Contractor in connection with this project, but not for acts and omissions expressly directed by the County. E. Contractor understands and agrees that all data, documents, information, and reports remain the property of the County. Should this Contract terminate, or at any time requested by County, the data, documents, information, and reports shall be returned to the County. Contractor agrees to return all of County data, documents, information, and reports to the County within thirty (30) days of termination or the date requesting return. In no event shall Contractor maintain copies of County data, documents, information. F. Nondisclosure of Confidential Information. In connection with providing services to Ada County and for good and valuable consideration, Contractor acknowledges and agrees that it will have access to confidential and proprietary information in Ada County’s possession. Contractor agrees to keep in strict secrecy and confidence any and all, business, legal, financial, and proprietary information which Contractor assimilates or to which Contractor has access during the term of the Agreement. Contractor shall not, without the prior written consent of Ada County, disclose any confidential or proprietary information to any third person, partnership, joint venture, company, corporation or other organization, other than employees or agents of Contractor who need to know the Information and in those instances only to the extent justifiable by that need. Contractor shall promptly redeliver to Ada County upon request and without relieving Contractor of any obligation of confidentiality all written material containing or reflecting any Information (including all copies, extracts or other reproductions). With respect to any proprietary information, Contractor shall use the same care and discretion to limit disclosure of such proprietary information as it uses to protect the proprietary, confidential, or trade secret status of its own information, but in no event less than reasonable means, including, but not limited to: (a) restrict disclosure of proprietary information solely to its employees, agents, advisors, consultants, contractors and/or subcontractors with a need to know and not disclose such proprietary information to any other parties; and (b) advise all Contractor employees, agents, advisors, Contractors, contractors and/or subcontractors with access to the proprietary information of the obligation to protect proprietary information provided hereunder; and (c) use the proprietary information provided hereunder only for purposes directly related to this Agreement and for no other purpose. This provision shall not apply to information (i) already in the public domain (other than by way of Contractor’s disclosure); (ii) disclosure to Contractor by a third party on a nonconfidential basis; (iii) required to be disclosed by law, provided Contractor gives Ada County prior notice of such disclosure. This section shall survive the termination of the Contractor Agreement.
INSTRUCTIONS TO PROPOSERS – ATTACHMENT 3 - PAGE 2
III. GUARANTEE Contractor guarantees County that it will provide all services, programs, or activities under this Contract in accordance with all applicable federal, state, and local statutes, regulations, and requirements. Further, Contractor agrees to indemnify and defend the County for any loss, expense, or damage of any type experienced by the County as a result of the Contractor’s violation of the guarantees given in this section. IV. INDEMNITY A. Contractor shall defend, indemnify, and hold the County, its officers, agents, and employees harmless for all claims, losses, actions, damages, judgments, costs, expenses, and/or injuries to persons or property arising out of or in connection with any activities, acts, or omissions of Contractor, its officers, agents or employees. In the event County is alleged to be liable on account of any activities, acts, or omissions of Contractor, its officers, agents or employees, then Contractor shall defend such allegations through counsel chosen by County and Contractor shall bear all costs, fees, and expenses of such defense, including, but not limited to, all attorney fees and expenses, court costs, and expert witness fees and expenses. Contractor shall indemnify and hold County harmless from any claim, loss, damage or liability for the infringement of any United States patent or copyright, misappropriation of a trade secret or the infringement of any proprietary right as a result of the sale, licensing or use of any product or part thereof furnished under this Contract, including but not limited to software, firmware, service or system design. If any claim or infringement is made or threatened or Contractor believes such claim may be made, Contractor shall either (1) obtain the right for County to continue using such Product or portion thereof, (2) modify the Product to the noninfringing, or (3) replace Product with other Product that performs the same function at least as well as the Product. B. The County shall defend, indemnify, and hold Contractor, its officers, agents, and employees harmless for injuries to persons or property resulting from the wrongful acts of the County, its officers, agents or employees in performing the duties described in this Agreement. Such indemnification and defense shall be limited to only those claims, and only to the extent that, the County itself could be liable under state and federal statutes, regulations, common law, and other law. The County’s indemnification and defense of Contractor herein is further limited by all defenses, burdens of proof, immunities, and limitations on damages to which the County would be entitled if the claims were asserted against the County. V. PERSONNEL Contractor shall assign only qualified personnel to perform work and services described in Contract Documents.
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VI. PAYMENTS For its assumption and performance of the duties, obligations, and responsibilities set forth herein, Contractor shall be paid as follows: A. Contractor shall be paid ______________________________ for the six (6) tasks and ongoing tasks outlined in the RFP 14003. Contractor shall be paid one-sixth (1/6) of ninety-five percent (95%) of the contract price after each task that is completed to the County’s satisfaction. When the contract has been substantially completed, the Contractor shall notify the County in writing and shall furnish to County all deliverables due under this contract. Upon confirmation that the Contractor’s work is substantially complete, including testing, training, delivery of all contractor-maintained documents and review and validation of vendor-provided as-built documentations, and project acceptance, the Contractor shall pay the Contractor an amount sufficient to increase total payments to the Contractor to one hundred percent (100%) of Contract Price. B. As a condition precedent for any payment due under, Contractor shall submit an invoice after each task is completed, unless otherwise agreed in writing by the County, an invoice to the County requesting payment for services properly rendered and expenses due hereunder. Contractor’ invoice shall describe with reasonable particularity each service rendered, the date thereof, and the person(s) rendering such service. Each invoice shall bear the signature of Contractor, which signature shall constitute Contractor’ representation to the County that the services indicated in the invoice have reached the level stated, have been properly and timely performed as required herein, and have been reasonably incurred in accordance with this Contract, that all obligations of Contractor covered by prior invoices have been paid in full, and that the amount requested is currently due and owing, there being no reason known to Contractor that payment or any portion thereof should be withheld. Submission of Contractor’s invoice for final payment shall further constitute Contractor’s representation to the County that, upon receipt by the County of the amount invoiced, all obligations of Contractor to others, including its consultants, incurred in connection with the Project, will be paid in full; C. In the event that the County becomes credibly informed that any representations of Contractor are wholly or partially inaccurate, the County may withhold payment of sums then or in the future otherwise due to Contractor, to the value of the inaccuracy, until the inaccuracy, and the cause thereof, is corrected to the County’s reasonable satisfaction; and D. The County shall make payment Contractor of all sums properly invoiced within thirty (30) days of the County’s receipt of such invoice. VII. PROJECT RECORD AVAILABILITY AND RETENTION A. All records relating in any manner whatsoever to the Project, or any designated portion thereof, which are in the possession of Contractor or Contractor’s consultants, shall be made available to the County for inspection and copying upon written request of the County. INSTRUCTIONS TO PROPOSERS – ATTACHMENT 3 - PAGE 4
Additionally, said records shall be made available, upon request by the County, to any state, federal, or other regulatory authorities and any such authority may review, inspect, and copy such records. Said records include, but are not limited to, all plans, specifications, submittals, correspondence, minutes, memoranda, tape recordings, videos, electronic records, or other writings or things which document each Project. Said records expressly include those documents reflecting the time expended by Contractor and its personnel in performing the obligations of this Contract and the records of expenses incurred by Contractor in its performance under said Contract. The Contractor shall maintain and protect these records for no less than six (6) years after substantial completion of each Project or for any longer period of time as may be required by applicable law. B. All public records relating in any manner whatsoever to each Project, or any designated portion thereof, which are in the possession of the County, shall be made available to Contractor for inspection and copying upon written request of Contractor. VIII. DUTIES, OBLIGATIONS, AND RESPONSIBILITIES OF THE COUNTY The County shall have and perform the following duties, obligations, and responsibilities to Contractor: A.
The County shall provide Contractor with its requirements;
B. The County shall review any documents provided by or through Contractor requiring the County’s decision and shall make any required decisions; C.
The County shall perform its duties in a timely manner;
D. Except for documents requiring the County’s decision, the County’s review of any documents prepared by Contractor or its consultants shall be solely for the purpose of determining whether such documents are generally consistent with the County’s requirements, as, and if, modified. No review of such documents shall relieve Contractor of its responsibility for the accuracy, adequacy, fitness, suitability, or coordination of its work product. E. The County shall provide Contractor with a work space of the County’s choosing at the Ada County Emergency Communications Center. F. IX. INSURANCE Contractor shall have and maintain insurance at all times this Contract is in effect and for the stated periods after final completion of the Project in accordance with the requirements of Exhibit A attached hereto and incorporated herein by reference.
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X. TERM, TERMINATION, AND RENEWAL A. This Contract may be terminated by the County without cause upon thirty (30) days written notice to Contractor. In the event of such a termination without cause, the County shall pay Contractor for all services rendered prior to the termination, plus any expenses incurred and unpaid which would otherwise be payable hereunder. In such event, Contractor shall promptly submit to the County its invoice for final payment. B. Unless terminated, the term of this Contract shall be from the date of contract execution to and including September 30, 2014. C. This Contract may be renewed upon the mutual written consent of the parties for additional one (1) year terms. XI. MUTUAL OBLIGATIONS A. Nothing in this Contract shall be construed to create an employment, agency, joint venture, or partnership relationship between the Parties. The relationship between County and Contractor is and shall remain that of independent Parties to a contractual relationship as set forth in this Contract. No Party is authorized or permitted to act as an agent or employee of the other Party. B. The Contract Documents constitute the entire agreement between the Parties, and supersede all other agreements and understandings, written and oral, between the Parties with respect to the subject matter hereof. C. This Contract shall be governed by the laws (without regard to conflicts of laws) of the State of Idaho. In the event any legal proceeding is instituted between the Parties arising out of this Agreement, such legal proceeding shall be instituted in the courts of the County of Ada, State of Idaho, and each of the Parties agrees to submit to the jurisdiction of such courts. D. If one or more of the provisions contained in this Contract shall, for any reason, be determined by a court of competent jurisdiction to be invalid, illegal, unconscionable, or unenforceable, such provision(s) shall be severed from the Contract and the remainder of the Contract shall be given effect by the Parties as if such provision(s) never had been part of the Contract. E. Neither Party may assign its rights or obligations hereunder without the written consent of the other Party. F. The Parties hereto may at any time hereafter modify or amend this Contract by a subsequent written agreement executed by County and Contractor. This Contract may not, however, be modified or amended orally or by any act of the Parties.
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G. No covenant, term or condition, or the breach thereof, shall be deemed waived, except by written consent of the Party against whom the waiver is claimed. Any waiver of the breach of any covenant, term or condition of this Contract shall not be deemed to be a waiver of any other covenant, term, or condition herein. H. The section headings contained in this Contract are for reference purposes only and shall not affect the meaning or interpretation of this Contract. I. It is the intention of the Parties that no individual or entity be construed or considered to be an intended or implied third-party beneficiary under this Contract. J. Each individual executing this Agreement on behalf of an entity represents and warrants that he or she is duly authorized to execute and deliver this Agreement on behalf of said entity in accordance with duly adopted organizational documents or agreements and, if appropriate, a resolution of the entity, and that this Agreement is binding upon said entity in accordance with its terms. K. In the event a controversy, claim, or action arises between the Parties to this Agreement regarding the enforcement of its terms and conditions, or the breach of any of its provisions, the prevailing Party shall be entitled to recover from the other Party all costs and expenses incurred by the prevailing Party, including reasonable attorney’s fees, regardless of whether such controversy, claim, or action is prosecuted to judgment or appealed. L. Any notice under this Agreement shall be in writing and be delivered in person, by public or private courier services (including U.S. Postal Service Express Mail), or by certified mail with return receipted requested. All notices shall be addressed to the Parties at the following addresses or at such other addresses as the Parties may from time to time direct in writing: County:
Nicola Jansen Communications Project Manager 7200 Barrister Drive Boise, Idaho 83704
Contractor: Any notice shall be deemed to have been given on the earlier of: (a) actual delivery or refusal to accept delivery; or (b) the date of mailing by certified mail. Actual notice, however and from whomever received, shall always be effective.
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IN WITNESS WHEREOF, the parties hereto have made, executed and delivered this Contract as stated herein. Board of Ada County Commissioners
By: David L. Case, Commissioner
By: Jim Tibbs, Commissioner
By: Rick Yzaguirre, Commissioner ATTEST:
Christopher D. Rich, Ada County Clerk
Contractor
By: Title: _________________________________ STATE OF _____ County of ______
) ) ss. )
On this _____ day of _______________, 2013, before me, a Notary Public, personally appeared _____________________, known or identified to me to be the ____________ of ___________________ that executed the instrument or the person who executed the instrument on behalf of _______________________ and acknowledged to me that _______________________________executed the same.
Notary Public for Idaho Commission Expires
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EXHIBIT A INSURANCE REQUIREMENTS A. Contractor, at its sole expense, shall procure and maintain in full force and effect insurance written by an insurance company or companies with AM Best’s rating(s) of A VIII or better. All insurance companies must be authorized to do business in the state of Idaho. By requiring insurance herein, the County does not represent that coverage and limits are necessarily adequate to protect the Contractor, and such coverage and limits shall not be deemed as a limitation on the Contractor’s liability under the indemnities granted to the County in this contract. B. Certificates of Insurance evidencing the coverages required herein shall be provided to the County prior to the start date of the project. All certificates must be signed by an authorized representative of the Contractor’s Insurance carrier and must state that the issuing company, its agents, or representatives will provide the County thirty (30) days written notice prior to any policies being canceled or materially changed. Renewal certificates or binders must be provided to the County a minimum of five (5) days prior to the effective date of the renewal. If binders are used, they must be replaced by appropriate insurance certificates no more than thirty (30) days after the effective date. C. Certificates shall be mailed to: Kelly Paananen Ada County Risk Management 200 W. Front Street Boise, Idaho 83702-7300 D. Certificates must evidence the following minimum coverages: 1. WORKERS’ COMPENSATION insurance meeting the statutory requirements of the State of Idaho. 2. EMPLOYERS’ LIABILITY insurance providing limits of liability in the following amounts: Bodily Injury by Accident: $100,000 each accident Bodily Injury by Disease: $500,000 policy limit Bodily Injury by Disease: $100,000 each employee 3. COMMERCIAL GENERAL LIABILITY insurance providing limits of liability in the following amounts: General Aggregate: $2,000,000 Product/Completed Operations Aggregate: $2,000,000 Personal & Advertising Injury Liability: $1,000,000 Per Occurrence: $1,000,000 Fire Legal Liability: $ 50,000 INSTRUCTIONS TO PROPOSERS – ATTACHMENT 3 - PAGE 9
The Commercial General Liability (“CGL”) insurance policy shall be written on an “Occurrence” form and shall cover liability arising from premises, operations, independent contractors, products, completed operations, personal injury, advertising injury, and liability assumed under an insured contract (including tort liability of another assumed in a contract). The County and its elected officials, agents, employees, successors and assigns shall be included as Additional Insureds under the CGL with the Additional Insured endorsement CG2010 provided with the Certificate of Insurance. 4. BUSINESS AUTOMOBILE LIABILITY insurance providing bodily injury and property damage liability coverage for not less than $1,000,000 each accident limit. Business Automobile Liability insurance shall be written on a standard ISO policy form, or an equivalent form, providing coverage for liability arising out of owned, hired, or non-owned vehicles in connection with this agreement. 5. PROFESSIONAL LIABILITY insurance with limits of not less than $1,000,000 per claim and $1,000,000 aggregate. If the insurance required by this section is obtained through a “Claims Made” policy, this coverage or its replacement shall have a retroactive date of no later than the inception of this Agreement. Such insurance or its replacement shall also provide a minimum of five (5) years extended reporting coverage, or the maximum time under the State of Idaho statute of limitations for claims under this coverage, whichever is greater, after the Services are last provided under this Agreement. E. Each of the Contractor’s subcontractors, independent contractors, and suppliers shall procure and maintain equivalent insurance coverage as described in subparagraphs 1 through 4 above and certificates evidencing such coverage must be presented to the Contractor before the subcontractors, independent contractors, or suppliers are permitted on the site of the project. If the subcontractors, independent contractors, and suppliers do not have the required insurance, the Contractor’s policies must provide equivalent coverage for the subcontractors, independent contractors, and suppliers and their work.
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Attachment 4 SUBCONTRACTORS The following information is to be provided for each subcontractor. Proposal may be considered non-responsive for failure to list all of the following information for all subcontractors intended for this project. Use additional sheets to provide this information if necessary. Subcontractor: 1)
__________________________________
____________________________________ ____________________________________ Address
$_________________________________ Value
Purpose of Subcontractor and Qualifications
Subcontractor: 2)
__________________________________
____________________________________ ____________________________________ Address
$_________________________________ Value
Purpose of Subcontractor and Qualifications
INSTRUCTIONS TO PROPOSERS – ATTACHMENT 4 - PAGE 1
