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HomeMy WebLinkAboutCity of Diamond Bar ELM Project Managment RFP-FinalCity of Diamond Bar Enterprise Land Management System Project Implementation Services 1 CITY OF DIAMOND BAR REQUEST FOR PROPOSALS Professional Services to Assist with the Implementation of the Tyler EnerGov Enterprise Land Management System Proposal Release Date:03/27/2023 Vendor Questions Due:4/03/2023 by 11:00 AM PST Proposal Due Date: 04/10/2023 by 11:00AM PST RFP Delivery:Planet Bids Posting ttps://pbsystem.planetbids.com/portal/39500/bo/bo- detail/103702 To: Alfredo Estevez Information Systems Administrator aestevez@diamondbarca.gov City of Diamond Bar 21810 Copley Drive Diamond Bar, CA 91765 City of Diamond Bar Enterprise Land Management System Project Implementation Services 2 TABLE OF CONTENTS PART I .............................................................................................................................................3 GENERAL INFORMATION AND PROJECT BACKGROUND .....................................3 1.INTRODUCTION .......................................................................................3 2.ORGANIZATION BACKGROUND ..........................................................3 3.PROJECT BACKGROUND .......................................................................3 4.POINTS OF CONTACT..............................................................................3 PART II ............................................................................................................................................4 SCOPE OF WORK ..............................................................................................................4 PART III ..........................................................................................................................................6 RFP SUBMITTAL GUIDELINES AND SCHEDULE ......................................................6 1.ADMINISTRATIVE REQUIREMENTS ...................................................6 2.LEGAL REQUIREMENTS.........................................................................6 3.GENERAL RESERVATIONS AND RIGHT TO REJECT ALL PROPOSALS ...............................................................................................6 4.QUESTIONS ...............................................................................................7 PART IV ..........................................................................................................................................8 SELECTION CRITERIA ....................................................................................................8 1.OVERVIEW ................................................................................................8 PART V ...........................................................................................................................................9 SUBMISSION PROCEDURES AND FORMAT ...............................................................9 PART VI ........................................................................................................................................12 CITY’S STANDARD CONSULTANT SERVICES AGREEMENT ...............................12 City of Diamond Bar Enterprise Land Management System Project Implementation Services 3 PART I GENERAL INFORMATION AND PROJECT BACKGROUND 1. INTRODUCTION The City of Diamond Bar (“the City”) invites proposals from qualified vendors to provide Professional Implementation Services administered through the Information Systems department. The vendor will be tasked with the Project Management of a successful implementation of the Tyler EnerGov Enterprise Land Management System. Prospective vendors are required to have experience implementing and maintaining the CityView System by N. Harris Computer Corporation. Vendors are also required to have experience implementing the Tyler EnerGov Land Management System. 2. ORGANIZATION BACKGROUND The City is a general law city incorporated on April 18, 1989. It is governed by the city council/city manager form of government. A five-member city council is elected by the residents, and a mayor is elected annually by the council to serve a one-year term. The city manager is appointed by the council to oversee the daily activities of the City. 3. PROJECT BACKGROUND The City implemented the CityView system by N. Harris Computer Corporation in 2007. The City is planning to replace this system with the Tyler EnerGov system to leverage the functionality of new technology in the market place. The specific application areas are as follows:  Planning Applications and Development  Community Development Permitting  Community Development Inspections  Code Enforcement  Business Licenses  Public Works Permitting & Inspections 4. POINTS OF CONTACT Vendors shall submit all questions regarding the RFP through the PlanetBids Posting at: https://pbsystem.planetbids.com/portal/39500/bo/bo-detail/103702 For any questions not related to the RFP: Alfredo Estevez, Information Systems Administrator: aestevez@diamondbarca.gov City of Diamond Bar Enterprise Land Management System Project Implementation Services 4 PART II SCOPE OF WORK All work relating to this project will be performed at the direction of the City of Diamond Bar Information Systems department. The successful vendor will work with City Staff and Tyler Technologies (the software vendor) to implement the Tyler EnerGov Land Management System. Successful Project Management of the software implementation can be organized into 6 distinct phases: Phase 1: Project Initiation  Establish project Goals and Deliverables  Define project Scope  Define Key Assumptions  Create project Schedule  Determine Major Milestones  Define Expected Outcomes  Prepare Data conversion plan and testing  Identify Potential Risks  Facilitate a kick off meeting with City Staff Phase 2: Project Assignments  Assign Team members roles and responsibilities to drive the implementation process  Develop Work Breakdown Structure  Create Communications Matrix Phase 3: Program Monitoring and Controlling  Quality Assurance Testing  Performance Monitoring  Configuration Management  Acceptance Testing  Facilitate Project Change Orders Phase 4: Training  Facilitate Subject Mater Expert Training  Facilitate General User Training Phase 5: Installation and Integration of Software  Provide overall planning, coordination, and preparation for installation  Ensure that all Documentation for the installation has been provided  Ensuring that all other prerequisites have been fulfilled prior to the installation City of Diamond Bar Enterprise Land Management System Project Implementation Services 5 Phase 6: Project Close & Transition  Compile all project artifacts and deliverables and provide to the City in an Organized package  Create lessons learned documentation City of Diamond Bar Enterprise Land Management System Project Implementation Services 6 PART III RFP SUBMITTAL GUIDELINES AND SCHEDULE 1. ADMINISTRATIVE REQUIREMENTS Interested Vendors must submit responses through the Planet Bids bid management system. In order to be considered all completed bids must be uploaded to Planet Bids by the due date. The proposal shall be submitted on or before 11:00AM PST on April 10, 2023. 2. LEGAL REQUIREMENTS The selected Vendor must comply with all Federal, State and Local laws and regulations including obtaining a City Business License. 3. GENERAL RESERVATIONS AND RIGHT TO REJECT ALL PROPOSALS The City reserves the right to reject any proposal received, to waive any informality or irregularity in any proposal received, and to be the sole judge of the merits of the respective proposals received. The City reserves the right to reduce or revise elements of the service agreement prior to the award of any agreement. Furthermore, the City reserves the right to reject any or all proposals submitted; and no representation is made hereby that any agreement will be awarded pursuant to this RFP, or otherwise. If an inadequate number of proposals are received or the proposals received are deemed non-responsive, not qualified or not cost effective, the City may, at its sole discretion, reissue the RFP. All costs incurred in the preparation of the proposal, in the submission of additional information and/or any other aspect of a proposal prior to the award of a written agreement will be borne by the Vendor. The City shall only provide the staff assistance and documentation specifically referred to herein and shall not be responsible for any other cost of obligation of any kind which may be incurred by the proposing Vendor. All proposals submitted to the City in response to this RFP shall become property of the City. The City reserves the right to extend the submission deadline should this be in the interest of the City and notify Vendors accordingly. Vendors have the right to revise their proposals in the event that the deadline is extended. City of Diamond Bar Enterprise Land Management System Project Implementation Services 7 The City reserves the right to verify all information in the proposal. The City reserves the right to require a demonstration of the functionality the Vendor is proposing. If the selection of the Vendor is based in part on the qualifications of specific key individuals named in the proposal, the City must approve in advance any changes in the key individuals or the percentage of time they spend on the project. The City reserves the right to have the Vendor replace any project personnel for any reason the City deems necessary. 4. PUBLIC RECORDS ACT Responses to this Request for Proposals become the exclusive property of the City, and are subject to the California Public Records Act. Those elements in each proposal which are trade secrets, as defined in Civil Code section 3426.1(d), or otherwise exempt by law from disclosure, and which are prominently marked as "TRADE SECRET", "CONFIDENTIAL", or "PROPRIETARY," may not be subject to disclosure. The City shall not in any way be liable or responsible for the disclosure of any such records including, without limitation, those so marked if disclosure is deemed to be required by law, or by an order of the Court. Proposers which indiscriminately identify all, or most, of their proposal as exempt from disclosure without justification may be deemed non-responsive. In the event the City is required to defend an action on a Public Records Act request for any of the contents of a proposal marked "confidential", "proprietary", or "trade secret", the proposer agrees, upon submission of its proposal for City's consideration, to defend and indemnify the City from all costs and expenses, including attorney’s fees, in any action, or liability, arising under the Public Records Act. 5. QUESTIONS All questions concerning this RFP should be posted on the PlanetBids Posting: https://pbsystem.planetbids.com/portal/39500/bo/bo-detail/103702 Written questions must be submitted on or before April 3, 2023 by 11:00AM PST. The City appreciates your interest, time, and effort in responding to our request for proposals. City of Diamond Bar Enterprise Land Management System Project Implementation Services 8 PART IV SELECTION CRITERIA 1. OVERVIEW The selection of the professional Services Provider will be performed on a competitive basis and in accordance with the City’s Purchasing Ordinance, Section 3.24.070 of the Diamond Bar City Code: https://library.municode.com/ca/diamond_bar/codes/code_of_ordinances?nodeId=CI CO_TIT3REFI_CH3.24PU The City will evaluate the proposals on the basis of the responsiveness to this Request for Proposals, qualifications of the proposer(s), and proposed timelines and costs, in no particular order or relative importance. At the discretion of the City, consultants submitting proposals may be requested to partake in interviews, and may make oral presentations, as part of the evaluation process. In reviewing and evaluating the response to this RFP, the City’s evaluation team will consider the following:  Responsiveness and comprehensiveness of the response to this RFP  Company background and experience (Minimum 10 years Project Management Experience)  Demonstrated experience and qualifications of the proposed Project Manager (Required to have experience implementing and maintaining the CityView System by N. Harris Computer Corporation, also required to have experience implementing the Tyler EnerGov Land Management System)  Reasonableness of the proposed fee  References (Must provide 5 References)  Ability to meet the City’s terms and conditions (See Part VI)  Previous Experience with the City of Diamond Bar The criteria should not be construed so as to limit other considerations which may become apparent during the review and selection process. This RFP does not commit the City to enter into a contract. The City reserves the right to:  Establish a short list of proposers eligible for discussions after review of written proposals.  Negotiate with any, all, or none of the proposers.  Solicit best and final offers from any or all proposers.  Accept a proposal other than the lowest offer.  Waive informalities and irregularities in proposals. City of Diamond Bar Enterprise Land Management System Project Implementation Services 9 PART V SUBMISSION PROCEDURES AND FORMAT Proposals shall be prepared simply and economically, providing a straightforward, concise description of the Vendor’s capabilities to satisfy the requirements of this RFP. Accuracy and Completeness The Vendor’s proposal must set forth accurate and complete information as required in this RFP. Unclear, incomplete, and/or inaccurate documentation may not be considered. Misrepresentation of any information, functionality or facts may result in Vendor disqualification or a finding of non-responsive by the City. If the Vendor knowingly and willfully submits false performance or other data, the City reserves the right to reject that proposal. If it is determined that an agreement was awarded as a result of false performance or other data submitted in response to this RFP, the City reserves the right to terminate the agreement, and seek other legal remedies as allowed by law. Unnecessarily elaborate or lengthy proposals or other presentations beyond those needed to give a sufficient, clear response to all the RFP requirements are not desired and may be found to be non-responsive. The City reserves the right, at its sole discretion, to waive minor defects in any proposal submitted by the Vendors. Please use the following format to structure the RFP response. The response should include each section detailed below in the order presented and must be separated by tabs. The detail represents the items that are to be covered in each section of the response. Failure to address all items will impact the evaluation and may classify the response as non-responsive and preclude it from further consideration. Qualifying proposals shall include the following: 1. Binding Transmittal Letter Proposer must provide a cover letter (two pages maximum) signed by a party authorized to contractually obligate the proposer (and respective team members) to perform the commitments included in the proposal. The letter must also identify the name, title, address, telephone number, and e-mail address of the individual(s) responsible for such negotiations, if selected. Additionally, the cover letter should discuss the proposer’s overall qualifications and ability to meet the scope of services outlined in the RFP, name the individual proposed to serve as Project Manager, and include a statement guaranteeing the validity of the Cost Proposal for a period of 120 days beyond the bid opening. The letter shall also constitute certification, under penalty of perjury, that the Consultant will meet all City rules and regulations, and State and Federal nondiscrimination laws. An unsigned cover letter, or a letter signed by a representative unauthorized to bind the consultant City of Diamond Bar Enterprise Land Management System Project Implementation Services 10 may be rejected. 2. Technical Proposal The Technical Proposal shall include the following components: i. Introduction In addition to the name, mailing address, telephone number of the firm, and contact information for the firm’s authorized contact person (telephone and e-mail address), provide an overview of the proposal demonstrating the understanding of the project and the objectives for completing the tasks identified in the scope of work. ii. Qualifications Provide a detailed account of the firm’s experience and qualifications, including:  A description of the firm’s capabilities and experience managing similar projects.  A description of the capabilities and experience of the proposed Project Manager and all on-site support staff, including brief resumes of each that highlight qualifications and abilities relevant to the project.  Identification of any subcontractors the proposer intends to employ in execution of the project, including name, address, telephone number, and name of contact person. Discuss the proposed subcontractor’s role and provide information on subcontractors’ experience performing similar work. All subcontractors are subject to the approval of the City. 3. Scope of Services Proposal must provide detailed information that clearly demonstrates the ability of the proposer to fully deliver the scope of services outlined in the RFP 4. Conflict of Interest The Consultant shall disclose any financial, business or other relationships with the City and County that may have an impact on the outcome of this contract. The Consultant shall also list current clients who may have a financial interest in the outcome of this contract. 5. Litigation Indicate whether the proposer or any team member or any officers or principals City of Diamond Bar Enterprise Land Management System Project Implementation Services 11 have been party to any lawsuit involving the performance of software change management duties and provide a summary of the issues and status of the lawsuits. 4. Cost Proposal The Cost Proposal shall include the following components:  The firm’s full, itemized, not-to-exceed cost proposal for the duration of the contract.  A list of any additional or optional service costs not included in the not-to- exceed amount. 6. Agreement A copy of the Agreement is enclosed. The proposal shall include a statement that all terms and conditions of the Agreement including insurance requirements are acceptable. (See Part VI) 7. References A list of at least 5 references for similar work; including contact person, his or her phone number and email address. (Appendix A) City of Diamond Bar Enterprise Land Management System Project Implementation Services 12 PART VI CITY’S STANDARD CONSULTANT SERVICES AGREEMENT THIS AGREEMENT (the "Agreement") is made as of , 20XX by and between the City of Diamond Bar, a municipal corporation ("City") and ___________, a [Insert the type of entity of the Consultant, e.g., Inc., a California corporation; a California general partnership; a California limited liability company; a sole proprietor; etc.] ("Consultant"). 1. Consultant's Services. Subject to the terms and conditions set forth in this Agreement Consultant shall provide to the reasonable satisfaction of the City the Project Management services set forth in the attached Exhibit "A", which is incorporated herein by this reference. As a material inducement to the City to enter into this Agreement, Consultant represents and warrants that it has thoroughly investigated the work and fully understands the difficulties and restrictions in performing the work. Consultant represents that it is fully qualified to perform such consulting services by virtue of its experience and the training, education and expertise of its principals and employees. [Insert Name and Position] ____________(herein referred to as the “City’s Project Manager”), shall be the person to whom the Consultant will report for the performance of services hereunder. It is understood that Consultant shall coordinate its services hereunder with the City’s Project Manager to the extent required by the City’s Project Manager, and that all performances required hereunder by Consultant shall be performed to the satisfaction of the City’s Project Manager and the City Manager 2. Term of Agreement. This Agreement shall take effect ___________, 20XX, and shall continue until ("Term"), unless earlier terminated pursuant to the provisions herein. 3. Compensation. City agrees to compensate Consultant for each service which Consultant performs to the satisfaction of City in compliance with the scope of services set forth in Exhibit "A". Payment will be made only after submission of proper invoices in the form specified by City. Total payment to Consultant pursuant to this Agreement shall not exceed [Spell out dollar amount] ($ ) without the prior written City of Diamond Bar Enterprise Land Management System Project Implementation Services 13 consent of the City. The above not to exceed amount shall include all costs, including, but not limited to, all clerical, administrative, overhead, telephone, travel and all related expenses. 4. Payment. A. As scheduled services are completed, Consultant shall submit to City an invoice for the services completed, authorized expenses and authorized extra work actually performed or incurred. B. All such invoices shall state the basis for the amount invoiced, including services completed, the number of hours spent and any extra work performed. C. City will pay Consultant the amount invoiced the City will pay Consultant the amount properly invoiced within 35 days of receipt, but may withhold 30% of any invoice until all work is completed, which sum shall be paid within 35 days of completion of the work and receipt of all deliverables. D. Payment shall constitute payment in full for all services, authorized costs and authorized extra work covered by that invoice. 5. Change Orders. No payment for extra services caused by a change in the scope or complexity of work, or for any other reason, shall be made unless and until such extra services and a price therefore have been previously authorized in writing and approved by the City Manager or his designee as an amendment to this Agreement. The amendment shall set forth the changes of work, extension of time, if any, and adjustment of the fee to be paid by City to Consultant. 6. Priority of Documents. In the event of any inconsistency between the provisions of this Agreement and any attached exhibits, the provisions of this Agreement shall control. 7. Status as Independent Contractor. A. Consultant is, and shall at all times remain as to City, a wholly independent City of Diamond Bar Enterprise Land Management System Project Implementation Services 14 contractor. Consultant shall have no power to incur any debt, obligation, or liability on behalf of City or otherwise act on behalf of City as an agent, except as specifically provided herein. Neither City nor any of its agents shall have control over the conduct of Consultant or any of Consultant's employees, except as set forth in this Agreement. Consultant shall not, at any time, or in any manner, represent that it or any of its agents or employees are in any manner employees of City. B. Consultant agrees to pay all required taxes on amounts paid to Consultant under this Agreement, and to indemnify and hold City harmless from any and all taxes, assessments, penalties, and interest asserted against City by reason of the independent contractor relationship created by this Agreement. In the event that City is audited by any Federal or State agency regarding the independent contractor status of Consultant and the audit in any way fails to sustain the validity of a wholly independent contractor relationship between City and Consultant, then Consultant agrees to reimburse City for all costs, including accounting and attorney's fees, arising out of such audit and any appeals relating thereto. C. Consultant shall fully comply with Workers' Compensation laws regarding Consultant and Consultant's employees. Consultant further agrees to indemnify and hold City harmless from any failure of Consultant to comply with applicable Worker's Compensation laws. D. Consultant shall, at Consultant’s sole cost and expense fully secure and comply with all federal, state and local governmental permit or licensing requirements, including but not limited to the City of Diamond Bar, South Coast Air Quality Management District, and California Air Resources Board. E. In addition to any other remedies it may have, City shall have the right to offset against the amount of any fees due to Consultant under this Agreement any amount due to City from Consultant as a result of Consultant's failure to promptly pay to City any reimbursement or indemnification required by this Agreement or for any amount or penalty levied against the City for Consultant’s failure to comply with this Section. 8. Standard of Performance. Consultant shall perform all work at the standard of care and skill ordinarily exercised by members of the profession under similar conditions City of Diamond Bar Enterprise Land Management System Project Implementation Services 15 and represents that it and any subcontractors it may engage, possess any and all licenses which are required to perform the work contemplated by this Agreement and shall maintain all appropriate licenses during the performance of the work. 9.Indemnification. Consultant shall indemnify, defend with counsel approved by City, and hold harmless City, its officers, officials, employees and volunteers ("Indemnitees") from and against all liability, loss, damage, expense, cost (including without limitation reasonable attorneys' fees, expert fees and all other costs and fees of litigation) of every nature arising out of or in connection with: (1)Any and all claims under Workers’ Compensation Act and other employee benefit acts with respect to Consultant’s employees or Consultant’s contractor’s employees arising out of Consultant’s work under this Agreement; and (2) Any and all claims arising out of Consultant's performance of work hereunder or its failure to comply with any of its obligations contained in this Agreement, regardless of City’s passive negligence, but excepting such loss or damage which is caused by the sole active negligence or willful misconduct of the City. Should City in its sole discretion find Consultant’s legal counsel unacceptable, then Consultant shall reimburse the City its costs of defense, including without limitation reasonable attorneys' fees, expert fees and all other costs and fees of litigation. The Consultant shall promptly pay any final judgment rendered against the Indemnitees. It is expressly understood and agreed that the foregoing provisions are intended to be as broad and inclusive as is permitted by the law of the State of California and will survive termination of this Agreement. Except for the Indemnitees, this Agreement shall not be construed to extend to any third party indemnification rights of any kind. (3) The Consultant's obligations to indemnify, defend and hold harmless the City shall survive termination of this Agreement. 10. Insurance. City of Diamond Bar Enterprise Land Management System Project Implementation Services 16 A. Consultant shall at all times during the term of this Agreement carry, maintain, and keep in full force and effect, with an insurance company authorized to do business in the State of California and approved by the City the following insurance: (1) a policy or policies of broad-form comprehensive general liability insurance written on an occurrence basis with minimum limits of $1,000,000.00 combined single limit coverage against any injury, death, loss or damage as a result of wrongful or negligent acts by Consultant, its officers, employees, agents, and independent contractors in performance of services under this Agreement; (2) property damage insurance with a minimum limit of $500,000.00 per occurrence; (3) automotive liability insurance written on an occurrence basis covering all owned, non-owned and hired automobiles, with minimum combined single limits coverage of $1,000,000.00; and (4) Worker's Compensation insurance when required by law, with a minimum limit of $500,000.00 or the amount required by law, whichever is greater. [Note: Does not apply to a sole proprietor, i.e., a Consultant with no employees but can leave in as it states "when required by law."] B. The City, its officers, employees, agents, and volunteers shall be named as additional insureds on the policies as to comprehensive general liability, property damage, and automotive liability. The policies as to comprehensive general liability, property damage, and automobile liability shall provide that they are primary, and that any insurance maintained by the City shall be excess insurance only C. All insurance policies shall provide that the insurance coverage shall not be non-renewed, canceled, reduced, or otherwise modified (except through the addition of additional insureds to the policy) by the insurance carrier without the insurance carrier giving City at least ten (10) days prior written notice thereof. Consultant agrees that it will not cancel, reduce or otherwise modify the insurance coverage and in the event of any of the same by the insurer to immediately notify the City. City of Diamond Bar Enterprise Land Management System Project Implementation Services 17 D. All policies of insurance shall cover the obligations of Consultant pursuant to the terms of this Agreement and shall be issued by an insurance company which is authorized to do business in the State of California or which is approved in writing by the City; and shall be placed have a current A.M. Best's rating of no less than A-, VII. E. Consultant shall submit to City (1) insurance certificates indicating compliance with the minimum insurance requirements above, and (2) insurance policy endorsements or a copy of the insurance policy evidencing the additional insured requirements in this Agreement, in a form acceptable to the City. F. Self-Insured Retention/Deductibles. All policies required by this Agreement shall allow City, as additional insured, to satisfy the self-insured retention (“SIR”) and/or deductible of the policy in lieu of the Consultant (as the named insured) should Consultant fail to pay the SIR or deductible requirements. The amount of the SIR or deductible shall be subject to the approval of the City. Consultant understands and agrees that satisfaction of this requirement is an express condition precedent to the effectiveness of this Agreement. Failure by Consultant as primary insured to pay its SIR or deductible constitutes a material breach of this Agreement. Should City pay the SIR or deductible on Consultant’s due to such failure in order to secure defense and indemnification as an additional insured under the policy, City may include such amounts as damages in any action against Consultant for breach of this Agreement in addition to any other damages incurred by City due to the breach. G. Subrogation. With respect to any Workers' Compensation Insurance or Employer's Liability Insurance, the insurer shall waive all rights of subrogation and contribution it may have against the Indemnitees. H. Failure to Maintain Insurance. If Consultant fails to keep the insurance required under this Agreement in full force and effect, City may take out the necessary insurance and any premiums paid, plus 10% administrative overhead, shall be paid by Consultant, which amounts may be deducted from any payments due Consultant. I.Consultant shall include all subcontractors, if any, as insureds under its policies or shall furnish separate certificates and endorsements for each subcontractor to the City for review and approval. All insurance for subcontractors shall be subject to all of City of Diamond Bar Enterprise Land Management System Project Implementation Services 18 the requirements stated herein. 11. Confidentiality. Consultant in the course of its duties may have access to confidential data of City, private individuals, or employees of the City. Consultant covenants that all data, documents, discussion, or other information developed or received by Consultant or provided for performance of this Agreement are deemed confidential and shall not be disclosed by Consultant without written authorization by City. City shall grant such authorization if disclosure is required by law. All City data shall be returned to City upon the termination of this Agreement. Consultant's covenant under this section shall survive the termination of this Agreement. Notwithstanding the foregoing, to the extent Consultant prepares reports of a proprietary nature specifically for and in connection with certain projects, the City shall not, except with Consultant's prior written consent, use the same for other unrelated projects. 12. Ownership of Materials. Except as specifically provided in this Agreement, all materials provided by Consultant in the performance of this Agreement shall be and remain the property of City without restriction or limitation upon its use or dissemination by City. Consultant may, however, make and retain such copies of said documents and materials as Consultant may desire. 13.Maintenance and Inspection of Records. In accordance with generally accepted accounting principles, Consultant and its subcontractors shall maintain reasonably full and complete books, documents, papers, accounting records, and other information (collectively, the “records”) pertaining to the costs of and completion of services performed under this Agreement. The City and any of their authorized representatives shall have access to and the right to audit and reproduce any of Consultant's records regarding the services provided under this Agreement. Consultant shall maintain all such records for a period of at least three (3) years after termination or completion of this Agreement. Consultant agrees to make available all such records for inspection or audit at its offices during normal business hours and upon three (3) days' notice from the City, and copies thereof shall be furnished if requested. 14. Conflict of Interest. A. Consultant covenants that it presently has no interest and shall not acquire City of Diamond Bar Enterprise Land Management System Project Implementation Services 19 any interest, direct or indirect, which may be affected by the services to be performed by Consultant under this Agreement, or which would conflict in any manner with the performance of its services hereunder. Consultant further covenants that, in performance of this Agreement, no person having any such interest shall be employed by it. Furthermore, Consultant shall avoid the appearance of having any interest which would conflict in any manner with the performance of its services pursuant to this Agreement. B. Consultant covenants not to give or receive any compensation, monetary or otherwise, to or from the ultimate vendor(s) of hardware or software to City as a result of the performance of this Agreement. Consultant's covenant under this section shall survive the termination of this Agreement. 15. Termination. The City may terminate this Agreement with or without cause upon fifteen (15) days' written notice to Consultant. The effective date of termination shall be upon the date specified in the notice of termination, or, in the event no date is specified, upon the fifteenth (15th) day following delivery of the notice. In the event of such termination, City agrees to pay Consultant for services satisfactorily rendered prior to the effective date of termination. Immediately upon receiving written notice of termination, Consultant shall discontinue performing services, unless the notice provides otherwise, except those services reasonably necessary to effectuate the termination. The City shall be not liable for any claim of lost profits. 16. Personnel/Designated Person. Consultant represents that it has, or will secure at its own expense, all personnel required to perform the services under this Agreement. All of the services required under this Agreement will be performed by Consultant or under it supervision, and all personnel engaged in the work shall be qualified to perform such services. Except as otherwise authorized by the City's Project Manager, shall be the person who primarily performs the work provided under this Agreement. Except as provided in this Agreement, Consultant reserves the right to determine the assignment of its own employees to the performance of Consultant's services under this Agreement, but City reserves the right in its sole discretion to require Consultant to exclude any employee from performing services on City's premises. 17. Non-Discrimination and Equal Employment Opportunity. City of Diamond Bar Enterprise Land Management System Project Implementation Services 20 A. Consultant shall not discriminate as to race, color, creed, religion, sex, marital status, national origin, ancestry, age, physical or mental handicap, medical condition, or sexual orientation, in the performance of its services and duties pursuant to this Agreement, and will comply with all rules and regulations of City relating thereto. Such nondiscrimination shall include but not be limited to the following: employment, upgrading, demotion, transfers, recruitment or recruitment advertising; layoff or termination; rates of pay or other forms of compensation; and selection for training, including apprenticeship. B. Consultant will, in all solicitations or advertisements for employees placed by or on behalf of Consultant state either that it is an equal opportunity employer or that all qualified applicants will receive consideration for employment without regard to race, color, creed, religion, sex, marital status, national origin, ancestry, age, physical or mental handicap, medical condition, or sexual orientation. C. Consultant will cause the foregoing provisions to be inserted in all subcontracts for any work covered by this Agreement except contracts or subcontracts for standard commercial supplies or raw materials. 18. Reserved 19. Time Is of the Essence. Time is of the essence in this Agreement. Consultant shall do all things necessary and incidental to the prosecution of Consultant's work. 20. Reserved 21. Delays and Extensions of Time. Consultant's sole remedy for delays outside its control shall be an extension of time. No matter what the cause of the delay, Consultant must document any delay and request an extension of time in writing at the time of the delay to the satisfaction of City. Any extensions granted shall be limited to the length of the delay outside Consultant’s control. If Consultant believes that delays caused by the City will cause it to incur additional costs, it must specify, in writing, why the delay has caused additional costs to be incurred and the exact amount of such cost within 10 days of the time the delay occurs. No additional costs can be paid that exceed the not to exceed amount absent a written amendment to this Agreement. In no event shall the City of Diamond Bar Enterprise Land Management System Project Implementation Services 21 Consultant be entitled to any claim for lost profits due to any delay, whether caused by the City or due to some other cause. 22. Assignment. Consultant shall not assign or transfer any interest in this Agreement nor the performance of any of Consultant's obligations hereunder, without the prior written consent of City, and any attempt by Consultant to so assign this Agreement or any rights, duties, or obligations arising hereunder shall be void and of no effect. 23. Compliance with Laws. Consultant shall comply with all applicable laws, ordinances, codes and regulations of the federal, state, and local governments. 24. Non-Waiver of Terms, Rights and Remedies. Waiver by either party of any one or more of the conditions of performance under this Agreement shall not be a waiver of any other condition of performance under this Agreement. In no event shall the making by City of any payment to Consultant constitute or be construed as a waiver by City of any breach of covenant, or any default which may then exist on the part of Consultant, and the making of any such payment by City shall in no way impair or prejudice any right or remedy available to City with regard to such breach or default. 25. Attorney's Fees. In the event that either party to this Agreement shall commence any legal or equitable action or proceeding to enforce or interpret the provisions of this Agreement, the prevailing party in such action or proceeding shall be entitled to recover its costs of suit, including reasonable attorney's fees and costs, including costs of expert witnesses and consultants. 26. Mediation. Any dispute or controversy arising under this Agreement, or in connection with any of the terms and conditions hereof, which cannot be resolved by the parties, may be referred by the parties hereto for mediation. A third party, neutral mediation service shall be selected, as agreed upon by the parties and the costs and expenses thereof shall be borne equally by the parties hereto. The parties agree to utilize their good faith efforts to resolve any such dispute or controversy so submitted to mediation. It is specifically understood and agreed by the parties hereto that mutual good faith efforts to resolve the same any dispute or controversy as provided herein, shall be a condition precedent to the institution of any action or proceeding, whether at law or in equity with respect to any such dispute or controversy. City of Diamond Bar Enterprise Land Management System Project Implementation Services 22 27. Notices. Any notices, bills, invoices, or reports required by this Agreement shall be deemed received on (a) the day of delivery if delivered by hand during regular business hours or by facsimile before or during regular business hours; or (b) on the third business day following deposit in the United States mail, postage prepaid, to the addresses heretofore set forth in the Agreement, or to such other addresses as the parties may, from time to time, designate in writing pursuant to the provisions of this section. “CONSULTANT” “CITY” City of Diamond Bar 21810 Copley Drive Diamond Bar, CA 91765-4178 Attn.: Attn.: _______________ Phone: Phone: E-Mail: E-mail: 28. Governing Law. This Agreement shall be interpreted, construed and enforced in accordance with the laws of the State of California. The venue for any action brought under this Agreement shall be in Los Angeles County. 29. Counterparts. This Agreement may be executed in any number of counterparts, each of which shall be deemed to be the original, and all of which together shall constitute one and the same instrument. 30. Entire Agreement. This Agreement, and any other documents incorporated herein by reference, represent the entire and integrated agreement between Consultant and City. This Agreement supersedes all prior oral or written negotiations, representations or agreements. This Agreement may not be amended, nor any provision or breach hereof waived, except in a writing signed by the parties which expressly refers to this Agreement. Amendments on behalf of the City will only be valid if signed by a person duly authorized to do so under the City's Purchasing Ordinance. IN WITNESS of this Agreement, the parties have executed this Agreement as of the date first written above. City of Diamond Bar Enterprise Land Management System Project Implementation Services 23 "Consultant" "City" [Insert Full Name of Consultant] CITY OF DIAMOND BAR By: ______ By: ____ Printed Name: [Insert Name of Person authorized to Title: sign, i.e., City Manager or Mayor By: ATTEST: Printed Name: Title: [Name], City Clerk Approved as to form: By:____ [Name] City Attorney *NOTE: If Consultant is a corporation, the City requires the following signature(s): -- (1) the Chairman of the Board, the President or a Vice-President, AND (2) the Secretary, the Chief Financial Officer, the Treasurer, an Assistant Secretary or an Assistant Treasurer. If only one corporate officer exists or one corporate officer holds more than one corporate office, please so indicate. OR -- The corporate officer named in a corporate resolution as authorized to enter into this Agreement. A copy of the corporate resolution, certified by the Secretary close in time to the execution of the Agreement, must be provided to the City.