Request for Proposals Telecommunications Services. Date Issued: June 16, Date Due: July 15, 2016, 5:00 PM

Transcription

1 Request for Proposals Telecommunications Services Date Issued: June 16, 2016 Date Due: July 15, 2016, 5:00 PM Page 1 of 40

2 June 16, 2016 REQUEST FOR PROPOSALS Telecommunications Services Dear Vendors: Livermore Area Recreation & Park District (LARPD) is currently accepting proposals for Telecommunications Services. LARPD, at its discretion, may award the contract to a single vendor for all services, or award portions of the contract to multiple providers. Proposal instructions are contained in Sections 3-5 of the Request for Proposals (RFP) document. Please provide the requested information in the prescribed written format. Failure to comply with the prescribed format may result in disqualification. Questions: All questions must be received by June 24, 5:00 PM. Questions received after this deadline will not be accepted. All questions must be in writing. questions to Jay Stevens at jstevens@larpd.org Proposals Due: One (1) original, three (3) printed copies, and one (1) electronic copy on CD or memory stick of your proposal must be received at the address below no later than July 15, 2016, 5:00 PM. Don Humphrey Livermore Area Recreation & Park District 4444 East Avenue Livermore, CA Thank you for your participation. We look forward to reviewing your proposal. Sincerely, Don Humphrey Finance Manager Livermore Area Recreation & Park District 2

3 Table of Contents 1. OBJECTIVES AND PROCESS SCHEDULE EVALUATION CRITERIA PROPOSAL INSTRUCTIONS TELECOM SERVICES SPECIFICATIONS INSTRUCTIONS TO PROPOSER CARRIER SERVICES SERVICE AND SUPPORT REFERENCES PRICING DISCLOSURES AND CONTRACTUAL REQUIREMENTS

4 Objectives and Process Schedule 1.1. Purpose The information below has been developed in a format to facilitate the preparation of responses to this Request for Proposals (RFP) and the subsequent evaluation of those responses Because there are several vendors who provide services that LARPD requires, it is LARPD s desire to meet their future telecommunications needs through this competitive selection process. The requirements noted in this RFP are designed to assist in the selection of the vendor that best meets LARPDs needs Objective LARPD s objective is the selection and implementation of carrier services to meet their voice and Internet needs for their locations throughout the District The District will be installing PRI or SIP telecommunications services in their main data center locations at RLCC Main Building location at 4444 East Avenue, Livermore, CA and their Trevarno location 3500 Robertson Drive, Livermore, CA The District will also be installing 100Mb dedicated WAN connections between 4444 East Avenue, Livermore, CA and their other locations This proposal process is designed to allow LARPD to select the most appropriate solution(s) for their needs. LARPD, at its sole discretion, may select a single vendor to provide and support carrier voice and WAN services, however separate providers may be selected, and vendors are encouraged to respond as appropriate to requests for any or all services offered This document contains specifications and the requested format for vendor proposals and pricing. If additional features or services are believed to be appropriate for LARPD s operations, please quote them as options and include supporting justification and cost detail LARPD reserves the right to the following: Accept the proposal or proposals that are, in its judgment, the best and most favorable to the interests of the organization To reject the low price proposal To accept any item of any proposal To reject any and all proposals To waive irregularities and informalities in any proposal submitted or in the RFP process 4

5 1.3. General Process and Schedule LARPD will review and evaluate the submitted proposals and check references to select a preferred vendor. The following is the current estimated schedule, as defined by the LARPD and can be changed at its discretion: Table 1 - Estimated Selection Schedule Estimated Selection Process Step Date(s) Release and Issuance of the Request for Proposals (RFP) June 16, 2016 Final Date for Vendors to Submit Questions June 24, 2016 Date for Publishing Answers to Vendors Questions June 28, 2016 Proposals Due July 15, 2016 Estimated Approval August 2016 Selected Service Installation Complete October 1, Project Background LARPD currently has a total of 5 locations. All of these locations are included in the initial system design and installation. The LARPD sites will be connected to the PRI/SIP service by using the 100Mb high-speed provided by the selected vendor Today the current telecommunications system uses a combination of various telecommunications lines, services, systems and equipment. The system has evolved over time to address the operational requirements of the District. Today the District locations utilize a combination of PRI, DID, Centrex, Measured business lines and older Avaya telecommunications systems It is the intent of the District to replace all of the existing telecommunications equipment and system using a VoIP unified communications system capable of serving all LARPD major sites with consistent high quality services. The selection of this system is complete and is not part of this procurement It is the intent of LARPD to upgrade the existing lines and services to enhance operations through the use of PRI/SIP services for Voice and 100Mb WAN Connections Vendors should propose separate PRI/SIP services for Voice at both locations For more information about LARPD, go to 5

6 2. Evaluation Criteria 2.1. All proposals will be evaluated using the following general evaluation criteria: Cost of Service References and Experience Service and Support Upgrade/ migration availability Implementation Schedule / Availability Ability to Provide Multiple Services Table 2 - Evaluation Criteria Evaluation Criteria 2.2. The evaluation process will consist of review and evaluation of proposals received by a team consisting of LARPD personnel and consultants. The following is an outline of the procedures LARPD will use in the selection process: LARPD organizes the Screening and Selection Committee (Committee) The Committee reviews the proposals submitted by the prospective vendors The Committee selects proposals, which qualify based on the qualifications and previous experience performing similar work The Committee will determine and identify the vendors that are qualified to perform the services and will rank the vendors based on their demonstrated competence and professional qualifications deemed necessary for the satisfactory performance of the services required. Vendors with top ranking proposals may be selected for an interview The Committee will make selection based on qualifications. Negotiations will be undertaken with the firm ranked most qualified with LARPD s goal being to secure the services at a cost equivalent to the lowest cost offered to LARPD by an approved & qualified vendor and provides to LARPD the best long range economic value by the qualified vendor If a contract cannot be successfully negotiated with the top rated vendor, the negotiations with the designated vendor may be determined in writing and negotiations may be started with the next highest rated vendor. This process will continue until the negotiations are successfully concluded with a firm. 6

7 3. Proposal Instructions 3.1. This section outlines the information that must be included in the proposal. Vendors should review this list to ensure that their proposals include all requested information prior to submission General Proposal Instructions and Due Dates Questions: All questions should be directed via only to Jay Stevens at by June 24, Questions received after this deadline will not be accepted Answers to submitted questions will be provided via an RFP addendum via on June 28, 2016 to all vendors that have confirmed their intent to propose Proposals Due: One (1) original, three (3) printed copies, and one (1) electronic version (on CD or memory stick) must be received no later than 5:00 PM, July 15, 2016 addressed to: Don Humphrey Livermore Area Recreation & Park District 4444 East Avenue Livermore, CA Proposals must be sealed and clearly Marked Proposal Telecommunications Services on the envelope Requests for extension of the submission date will not be granted unless deemed in the best interests of LARPD. Vendors submitting proposals should allow for normal mail or delivery time to ensure timely receipt of their proposal Proposal Format Proposals should follow the format provided in 5.2. Format of Response Please include a Table of Contents at the beginning of the proposal clearly outlining the contents of each section Please provide the following sections, as a minimum: 1. Understanding of Project Objectives 2. Response to Carrier Services Specifications 3. Disclosures and Contractual Requirements 4. Appendices 7

8 All proposals must be signed by a duly authorized official representing the vendor Only written communication from LARPD may be considered binding. LARPD reserves the right to terminate the selection process at any time and to reject any or all proposals. The contract will be awarded to the vendor whose overall proposal best meets the requirements of LARPD LARPD shall not be liable for any pre-contract costs incurred by interested vendors participating in the selection process The contents of each vendor's proposal to LARPD shall remain valid for a minimum of 150 calendar days from the proposal due date Vendors should provide copies of all sample contracts for proposed services and support LARPD will require the vendor selected to agree to include the contents of this RFP and all written representations, warranties, and commitments in the proposal and related correspondences as contractual obligations when developing final written contracts for services. 8

9 4. Telecom Services Specifications 4.1. Telecommunications Services RFP Specifications and Proposal Requirements This section of the RFP contains the specifications and details regarding LARPD s Telecommunications Services requirements General Instructions 4.3. Written proposals are required by LARPD for a telecommunications solution as described in the sections below The proposal is estimated to be awarded in August The proposal will be awarded-based on the overall proposal and in the best interests of LARPD. Prices should be shown for each line item. LARPD reserves the right to accept the proposal or proposals that are, in its judgment, the best and most favorable to the interests of LARPD, to reject the low price proposal, to accept any item of any proposal, to reject any and all proposals, and to waive irregularities and informalities in any proposal submitted or in the RFP process Proposals are to be made in good faith, without fraud, collusion, or connection of any kind with any other contractor for the same work. If the use of subcontractors is approved, they shall assume all rights and obligations toward the contractor that the contractor assumes toward the Owner The proposal shall constitute a binding offer to provide the above-noted product(s) to LARPD and may not be withdrawn once LARPD has awarded the contract to the successful vendor LARP must comply with the California Freedom of Information Act ( FOIA ). LARPD cannot represent or guarantee that any information submitted in response to the RFP will be confidential. If LARPD receives a request for any document submitted in response to the RFP, LARPD s sole responsibility will be to notify respondent of a request for such document to allow the respondent to seek protection from disclosure in a court of competent jurisdiction. No documentation will be provided under FOIA until the contract has been awarded The vendor should clearly state which services and/or solutions they are proposing PRI Services Functional Requirements Alternate Inbound Routing Local and Long Distance Calling Direct Inward Dial DID Fail over from PRI Line at RLCC to PRI line at Trevarno Meaning, in the event of a PRI failure at RLCC, all DID telephone numbers are automatically routed to the PRI connection at Trevarno. 9

10 SIP Services Option Meaning, in the event of PRI failure at Trevarno, all DID telephone numbers are automatically routed to the PRI connection at RLCC The proposed SIP services should be configured with G.711 Compression Each SIP Connection shall be configured with 50 Simultaneous Calls The selected VoIP telephone system will be installed with 2 cores located at RLCC and another at Trevarno. The system will be configured to route calling traffic using both PRI/SIP connections Mb WAN Connections WAN Connections LARPD requires provision of high bandwidth, highly reliable Point to Point 100Mb WAN Connections A Service Level Agreement (SLA) for network availability of at least 99.99% Provide a discussion of the implementation and testing process, including the latest possible agreement date from which the provider will guarantee service availability. Internet 100mb 100mb 10mb 100mb Trevarno (MDF) (1) G-POE+ MSC (MDF (1) G-POE+ 10 RLCC MAIN (MPOE) (3) G-POE+ (stacked) RLCC MAIN (IDF) (3) G-POE+stacked) RLCC REC (MDF) (2) G-POE+ (stacked) Rangers (MDF) (1) G-POE+

11 5. Instructions to Proposer 5.1. General LARPD is seeking a highly reliable telecommunications solution that will provide LARPD with superior service at a reasonable cost Format of Response The proposal should follow the outline of the RFP document. Each information item requested should have an appropriate response such as Read and understood or the pertinent information requested The proposer should address each point listed in the RFP in a separate document that references the corresponding RFP section/paragraph number. In this way, LARPD will be able to discuss the specific information requested and review the response without a cumbersome matching process Vendor Company Information Please provide a description of your company background to include the following: How long the company has been in business A brief description of the type and number of employees working for the company locally and nationwide Length of time in the telecom industry The number of customers that currently use the proposed services The company s future strategy for the proposed solution Company ownership Evidence of financial strength and long-term viability, including a summary of the company s most recent annual financial results Number of office locations Address of the nearest location to LAPRD Address of proposer s local office responding to the RFP Specific company representative assigned to be LARPD s contact, including name, address, phone, fax, and Subcontractors and/or Partners List all subcontractors and/or partners required to complete this project along with the portion of the project they will be responsible for Company name Company address Description of work to be performed or services to be provided. 11

12 6. Carrier Services 6.1. Current Services Overview LARPD currently uses Primary Rate Interface (PRI), Centrex and business lines for voice calling. It is the intent of LARPD to discontinue the use of most of these lines and move the calling traffic to a centralized PRI/SIP service using Direct Inward Dialing LARPD has 300 DID numbers. 12

13 7. Service and Support 7.1. End-to-End Service Please indicate whether the proposer will provide end-to-end, or last-mile connectivity for each service proposed. If another service provider will be delivering this connectivity, please provide the name of the last-mile provider Upgrades and Service Migration Service Order Charges What is the current cost for service order charges related to additions, disconnects, or changes in service? Account Team Will you assign a dedicated account team to oversee orders, changes, billing, and service issues? Will this account team be responsible for all services provided? Provide account team member names, titles, contact information, and escalation protocol. 13

14 8. References 8.1. Provide at least three references using similar services in the area in the tables provided below, expanding them as necessary to include all relevant information While you are free to provide any references, ideally, LARPD would like to talk with references of similar type and application Be advised, references are a major element of the customer s selection criteria. Customer Name Contact Name Contact Address Contact Telephone Number Contact Installation Date of Comparative Services Description of Comparative Services (please be specific) Customer Name Contact Name Contact Address Contact Telephone Number Contact Installation Date of Comparative System Description of Comparative Services (please be specific) Table 3 - References Reference 1 Reference 2 14

15 Reference 3 Customer Name Contact Name Contact Address Contact Telephone Number Contact Installation Date of Comparative Services Description of Comparative Services (please be specific) 15

16 9. Pricing 9.1. Voice Services Pricing Expand the following table as needed to provide itemized pricing to meet the voice services requirements. Include pricing for one- and three year contract terms. Table 4 - Voice Services Pricing SIP Circuit RLCC 4444 East Avenue, Livermore, CA (50 Simultaneous calls)(g.711) SIP Circuit Trevarno 71 Trevarno Ave., Livermore, CA. (50 Simultaneous calls 1-Year Contract One- Time Charge Monthly 3-Year Contract One- Time Charge Monthly PRI Circuit RLCC 4444 East Avenue, Livermore, CA PRI Circuit Trevarno - 71 Trevarno Ave, Livermore, Ca 300 DID Number Port from Centrex and business lines Cost Per DID Number Usage 0-8 miles (per minute) 8-15 miles (per minute) Over 15 miles (per minute) Intrastate LD (per minute) Interstate LD (per minute) International 16

17 Table 6 - Wide Area Network Connections 100Mb Internet Connection 4444 East Avenue, Livermore, CA 100Mb Internet Connection 71 Trevarno Rd, Livermore, CA 100 Mb Internet Connection 3500 Robertson Drive, Livermore, CA 10 Mb Internet Connection 5035 Arroyo Road, Livermore, CA 1-Year Contract One- Time Charge Monthly 3-Year Contract One- Time Charge Monthly 17

18 Table 6a Alternative Wide Area Network Connections The District would like to implement the 100Mb connections to each site as described above. However, we recognize that achieving that goal at these speeds may be a challenge. If you offer other comparable services in these areas, please expand the following table to provide any construction, installation and Monthly costs for those services. For each service you list, please provide a description of the service and the speeds that can be offered. Internet Connection 4444 East Avenue, Livermore, CA Internet Connection 71 Trevarno Rd, Livermore, CA Internet Connection Robertson Drive, Livermore, CA Internet Connection Arroyo Road, Livermore, CA Alternative 1-Year Contract 3-Year Contract Service Offering One- Time Charge Monthly One- Time Charge Monthly 18

19 10. Disclosures and Contractual Requirements Please note that any exceptions to the following requirements, as well as other sections, should be addressed in a separate section of the Vendor s Proposal Interpretations, Clarifications and Addenda No oral interpretations will be made to any vendor as to the meaning of the Proposal Documents. Any inquiry or request for interpretation received by LARPD before 5:00pm on June 24, 2016, will be given consideration. Send all questions to Jay Stevens at jstevens@larpd.org LARPD reserves the right to amend this RFP prior to the proposal due date. Addenda or addendum will be published on LARPD s website at In case any Proposer fails to acknowledge receipt of such addenda or addendum, his/her proposal will nevertheless be construed as though it had been received and acknowledged and the submission of his/her Proposal will constitute acknowledgment of the receipt of same. All addenda are a part of the Proposal Documents and each Proposer will be bound by such addenda, whether or not received by him/her. It is the responsibility of each Proposer to verify that he/she has received all addenda issued before Proposals are opened Rejection of Proposal Proposals that are not prepared in accordance with these instructions to vendors may be rejected or disqualified. If not rejected, LARPD may require the correction of any deficiency and accept the corrected Proposal Acceptance of Proposals LARPD reserves the right to accept the Proposal that is, in its judgment, the best and most favorable to the interests of LARPD, to reject the low price Proposal, to accept any item of any Proposal, to reject any and all Proposals, and to waive irregularities and informalities in any Proposal submitted or in the Request for Proposals process Taxes The prices quoted herein shall agree with all California and Federal Tax Laws and regulations. 19

20 10.5. Compliance with Applicable Laws Vendor agrees to comply with all applicable laws, regulations, and rules promulgated by any Federal, State, County, Municipal and/or other governmental unit or regulatory body now in effect or which may be in effect during the performance of the services. Included within the scope of the laws, regulations, and rules referred to in this paragraph, but in no way to operate as a limitation, are all forms of public utility and Interstate and Interstate Commerce Commission regulations Indemnification Vendor will agree to defend, indemnify, and save harmless LARPD, its boards, commissions, officers, employees and agents, from and against any and all claims, suits, actions liability, loss, damage, expense, cost (including, without limitation, costs and fees of litigation) of every nature, kind or description, which may be brought against, or suffered or sustained by, LARPD, its boards, commissions, officers, employees or agents caused by, or alleged to have been caused by, the negligence, intentional tortuous act or omission, or willful misconduct of Vendor, its officers, employees or agents in the performance of any services or work pursuant to this Agreement. 20

21 SERVICE AGREEMENT BETWEEN LIVERMORE AREA RECREATION AND PARK DISTRICT AND SERVICE PROVIDER (NAME) (TITLE OF PROJECT) 21

22 SERVICE AGREEMENT BETWEEN LIVERMORE AREA RECREATION AND PARK DISTRICT AND SERVICE PROVIDER (NAME) This SERVICE AGREEMENT (hereinafter Agreement ), effective as of, and is made and entered into by and between LIVERMORE AREA RECREATION AND PARK DISTRICT, a California independent Special District (hereinafter LARPD or District ) and (hereinafter Provider ); 1. Witnesseth WHEREAS, LARPD has determined that it is necessary and desirable to secure certain technical and professional services to PROJECT DESCRIPTION; and WHEREAS, Provider represents it is qualified and willing to provide such services pursuant to the terms and conditions of this Agreement; NOW, THEREFORE: The parties hereto do mutually agree as follows: This Agreement is fully comprised of these terms and the attached exhibits which are incorporated herein by reference. The exhibits attached to this Agreement are: Exhibit A - Work Plan Exhibit B - Project Team Exhibit C - Project Schedule and Deliverables Exhibit D - Compensation 2. Statement of Work Subject to the terms and conditions set forth in this Agreement, Provider shall provide to LARPD the services described in Exhibit A, in accordance with the provisions contained in Exhibit A, and according to the schedule and budget identified in Exhibits C and D. Provider shall not be compensated for services outside the scope of Exhibit A unless otherwise agreed upon pursuant to Section 6 of this Agreement. 3. Project Managers During the performance of this Agreement, the representative project managers for LARPD and Provider will be: LARPD: Provider: LARPD PROJECT MANAGER NAME PROVIDER PROJECT MANAGER NAME

23 4. Term Time is of the essence in this Agreement. The term of this Agreement is START DATE through END DATE, unless an extension of time is granted in writing by LARPD. The various phases involved in this project shall be completed as indicated in Exhibit "C" Project Schedule and Deliverables. 5. Assignability Provider shall not assign any interest in this Agreement, and shall not transfer the same, without the prior written consent of LARPD. 6. Modification of Agreement No alteration, modification, or deviation of the terms of this Agreement shall be valid unless made in writing and signed by both parties. No oral understanding or agreement not incorporated herein, shall be binding on any of the parties. LARPD may request, at any time, amendments to this Agreement and will notify Provider in writing regarding changes. Upon a minimum of ten (10) days notice, Provider shall determine the impact on both time and compensation of such changes and notify LARPD in writing. Upon agreement between LARPD and Provider as to the extent of these impacts on time and compensation, an amendment to this Agreement shall be prepared describing such changes. Such amendments shall be binding on the parties if signed by LARPD and Provider, and shall be effective as of the date of the amending document unless otherwise indicated. 7. Costs and Reimbursements A. Maximum Agreement Amount/Budget Amendments The total sum billed under this Agreement shall not exceed ($xxx,xxx), including all costs, overhead, and fixed fee expenses. Such billings, up to the specified amount, shall constitute full and complete compensation for Provider's services. LARPD shall pay Provider for services rendered pursuant to this Agreement in accordance with the provisions contained in Exhibit D. The payments specified in Exhibit D shall be the only payments to be made to Provider for the services rendered pursuant to this Agreement unless otherwise agreed pursuant to Section 6. B. Progress Payments Provider shall invoice LARPD at the end of the month for services performed during the previous month. Provider shall be paid following the receipt and approval of each invoice by LARPD. Progress payment invoices shall be numbered sequentially and identify the total Agreement amount, amount previously invoiced, current invoice, and remaining available amounts. C. Billing Format and Content 23

24 Requisitions for payment shall refer to PROJECT TITLE, or as may be specified in a written notice by LARPD. All billings shall be in the same format as Exhibit D. Specific budget category detail is given below: 1. Hourly Labor Rates: This project will be billed on a time and materials basis using fixed billing rates, up to the Agreement maximum. All labor charges shall be billed on an hourly rate basis by class of employee, rate per hour, and number of hours. (Anticipated personnel cost-of-living or merit increases, if any, should be reflected in the budget). 2. Subprovider/Subcontractor Charges: All subprovider/subcontractor or billings (as applicable) shall identify the name of the subprovider/subcontractor or, the amount of work performed (as categorized in the budget), the reimbursement rate, the total amount billed, and the date and amount paid by Provider. 3. Overhead: All overhead shall be included in the fixed billing rate. 4. Direct Costs: All direct costs billed shall be specifically identified. Any travel costs shall not exceed the per diem and mileage rates payable to LARPD employees. Any direct costs not specifically identified in the Agreement budget cannot be reimbursed. 5. Fixed Fee: A fixed fee on labor shall be included in fixed billing rate. D. Allowable Costs and Documentation All costs charged to this Agreement by Provider shall be supported by properly executed payrolls, time records, invoices, and vouchers, evidencing in proper detail the nature and propriety of the charges. E. Final Billing Final billing shall be received by LARPD no later than 60 days after the end date of this Agreement. An extension of time may be granted by LARPD upon receiving a written request 30 days in advance of that said time limitation. This Agreement will be closed no later than 90 days following the end date of this Agreement. LARPD shall have no obligation or liability to pay any invoice for work performed which the Provider fails or neglects to submit within 60 days, or any extension thereof granted by LARPD, after the work is accepted by LARPD. 8. Progress Reports Provider shall submit written progress reports with each invoice and shall specify, by task, the percentage of work completed to date and since the date of the preceding invoice, if any. The progress reports shall describe the status of work performed as identified in Exhibit A. The purpose of the reports is to allow LARPD to determine if Provider is completing the activities identified in Exhibit A in accordance with the agreed upon schedule, and to afford occasions for airing difficulties or special problems encountered so remedies can be developed. Provider's Project Manager shall meet with LARPD s Project Manager, as identified under Section 3, as needed to discuss work progress. 24

25 9. Inspection of Work Provider, and any subcontractors, shall permit LARPD the opportunity to review and inspect the project activities at all reasonable times during the performance period of this Agreement including review and inspection on a daily basis. 10. Staffing There shall be no change in Provider's Project Manager, or members of the project team, without prior written approval by LARPD. The Project Manager shall be responsible for keeping LARPD informed of the progress of the work and shall be available for meetings with the LARPD Board, and its formal committees. 11. Subcontracting Provider shall perform the work with resources available within its own organization, unless otherwise specified in this Agreement. No portion of the work included in this Agreement shall be subcontracted except as identified in Exhibit B of this Agreement, or with written authorization by LARPD. All authorized subcontracts shall contain the same applicable provisions specified in this Agreement. A. Termination by LARPD 12. Termination of Agreement LARPD may terminate or suspend this Agreement at any time by giving written notice to Provider of such termination, and the effective termination date, at least thirty (30) days before the effective date of such termination. In such event, all finished or unfinished documents and other materials pertaining to this Agreement shall become the property of LARPD. If this Agreement is terminated by LARPD, as provided herein, Provider shall be reimbursed for billings incurred prior to the termination date, in accordance with the cost provisions of this Agreement. B. Termination for Cause If Provider shall fail to fulfill in a timely and proper manner its obligations under this Agreement, or if Provider violates any of the covenants, provisions, or stipulations of this Agreement, LARPD shall thereupon have the right to terminate the Agreement by giving not less than ten (10) days written notice to Provider of the intent to terminate and specifying the effective date thereof. LARPD shall provide an opportunity for consultation with Provider prior to termination. In such an event, all finished documents, data, studies, surveys, drawings, maps, models, photographs, reports or other materials prepared by Provider under this Agreement shall become properties of LARPD. If LARPD terminates this Agreement, Provider shall immediately suspend its activities under this Agreement, as specified in such notice. Provider shall promptly deliver to LARPD copies of all information prepared pursuant to this Agreement. Provider shall be entitled to receive compensation for all satisfactory work completed prior to the effective date of termination. 25

26 13. Prevailing Wage and Compliance with Laws, Rules and Regulations A. Compliance with All Applicable Laws All services performed by Provider pursuant to this Agreement shall be performed in accordance and full compliance with all applicable federal, state, or local statutes, rules, and regulations. This includes compliance with prevailing wage rates and their payment in accordance with California Labor Code section 1770 et seq. B. Pay Prevailing Wage Pursuant to section 1770 et seq. of the California Labor Code, Provider and any subcontractor shall pay not less than the prevailing wage. A determination of the general prevailing rates of per diem wages and holiday and overtime work where the work is to be performed is available for review upon request at the LARPD offices. The General Prevailing Wage Determinations and the General Prevailing Wage Apprentice Schedules made by the Director of Industrial Relations are also now available on the Internet at Provider shall post one copy of the prevailing rates of wages at the job site. Provider shall forfeit as penalty to LARPD the sum of up to two hundred dollars ($200.00) for each calendar day or portion thereof, and for each worker, including subcontractors workers, paid less than the prevailing rates under the Agreement. In addition, the difference between such prevailing wage rates and the amount paid to each worker for each calendar day or portion thereof for which each worker was paid less than the prevailing wage rate shall be paid to each worker by the Provider as provided in section 1775 of the California Labor Code. C. Work Day Eight (8) hours labor constitutes a legal day s work. Workers shall be paid at a rate of one and one-half times the basic rate of pay for work in excess of eight (8) hours during a calendar day or forty hours during a calendar week of the foregoing hours. Provider shall keep and make available an accurate record showing the name of each worker and hours worked each day and each week by each worker. As a penalty, Provider shall forfeit two hundred dollars ($200.00) for each worker, including subcontractors workers, for each calendar day during which the worker is required or permitted to work more than eight (8) hours in any one calendar day and forty (40) hours in any one calendar week without being paid the wages required by Labor Code Section D. Income Tax Forms Provider shall issue W-2 forms or the forms as required by law for income and employment tax purposes for all of Provider s assigned personnel. E. Payroll Record Keeping Provider shall also comply with the payroll record keeping requirements of Section 1776 of the California Labor Code and shall be responsible for each subcontractor complying with the requirements of the California Labor Code sections 1770 et seq. 26

27 F. City Business License Prior to the LARPD s execution of this Agreement and prior to the Provider engaging in any operation or activity set forth in this Agreement, Provider shall obtain a City of Livermore business license. Provider shall keep the business license in full force and effect during the term of this Agreement. 14. Standard of Performance Provider shall perform all services required pursuant to this Agreement in the manner according to the standards currently observed by a competent practitioner of Provider s profession in California. All products of whatsoever nature which Provider delivers to LARPD pursuant to this Agreement shall be prepared in a professional manner and conform to the standards to quality normally observed by a person currently practicing in Provider s profession. Provider shall assign only competent personnel to perform. 15. Confidential Information Provider acknowledges and agrees that, in the performance of the services under this Agreement or in the contemplation thereof, Provider may have access to private or confidential information which may be owned or controlled by LARPD and that such information may contain proprietary or confidential details, the disclosure of which to third parties may be damaging to LARPD. Provider agrees that all information disclosed by LARPD to or discovered by Provider shall be held in strict confidence and used only in performance of the Agreement. Provider shall exercise the same standard of care to protect such information as a reasonably prudent Provider would use to protect its own proprietary data, and shall not accept employment adverse to LARPD s interests where such confidential information could be used adversely to LARPD s interest. Provider agrees to notify LARPD immediately in writing if it is requested to disclose any information made known to or discovered by the Provider during the performance or in connection with this Agreement. The provisions of this Section shall remain fully effective indefinitely after the term of this Agreement. A. Independent Capacity 16. Conflict of Interest Provider and the agents and employees of Provider, shall act in an independent capacity in the performance of this Agreement, and not as officers, employees, or agents of LARPD. No officer, member, or employee of LARPD who exercises any functions or responsibilities in the review or approval of the work provided pursuant to this Agreement shall: 1. Participate in any decision relating to this Agreement which affects his or her personal interest or the interest of any corporation, partnership, or association in which he has, directly or indirectly, any interest; or 2. Have any interest, direct or indirect, in this Agreement or the proceeds thereof during his or her tenure or for one year thereafter. 27

28 B. Covenant of No Interest Provider hereby covenants that it has, at the time of the execution of this Agreement, no interest, and that it shall not knowingly acquire any interest in the future, direct or indirect, which would conflict in any manner or degree with the performance of services required to be performed pursuant to this Agreement. Provider further covenants that in the performance of this work, no person having any such interest shall be employed. C. Statement of Economic Interest Provider hereby agrees that upon the request of LARPD, Provider shall complete a Statement of Economic Interest, also known as a Form 700, as identified in the California Fair Political Practices Act. 17. Contingency Fees Provider warrants, by execution of this Agreement, that no person or selling agency has been employed or retained to solicit or secure this Agreement upon an agreement or understanding for a commission, percentage, brokerage, or contingency fee, excepting bona fide employees or bona fide established commercial or selling agencies maintained by Provider for the purpose of securing business. For breach or violation of this warranty, LARPD has the right to terminate this Agreement without liability allowing payment only for the value of the work actually performed, or to deduct from the Agreement price, or otherwise recover, the full amount of such commission, percentage, brokerage, or contingency fee. 18. Documentation The Provider shall document the results of all work to the satisfaction of LARPD. This may include, but not be limited to, preparation of progress and final reports, calculations, plans, specifications, estimates, evaluations, and other records. 19. Ownership of Documents Aerial photos, topographic mapping, tracings, plans, specifications, as-built plans, electronic files, technical data, evaluations, and all other documents prepared, assembled, or obtained by the Provider under this Agreement shall be made available, at any time, upon request to LARPD without restriction or limitation on their use and shall be delivered to and become properties of LARPD upon completion of the work pursuant to this Agreement. 20. Copyrights The Provider shall not have copyrights of reports or products of this Agreement. A. Written Approval of LARPD 21. Publication 28

29 No report, information, or other data given to or prepared or assembled by Provider pursuant to this Agreement, shall be made available to any individual or organization by Provider without the prior written approval of LARPD. B. Acknowledge LARPD Any and all reports published by Provider shall acknowledge that it was prepared in cooperation with LARPD. Articles, reports, or works reporting on the work provided for herein or on portions thereof which are published by Provider shall contain in the forward, preface, or footnote the following statement: The contents of this report reflect the views of the author who is responsible for the facts and the accuracy of the data presented herein. The contents do not necessarily reflect the official views or policies of Livermore Area Recreation and Park District. This report does not constitute a standard, specification, or regulation. 22. Disputes Except as otherwise provided in this Agreement, any dispute concerning a question of fact which is not disposed of by mutual agreement shall be decided by a court of competent jurisdiction. 23. Hold Harmless Provider agrees to indemnify, defend (upon request of LARPD) and hold harmless LARPD, its officers, agents, and employees from any and all actions, causes of action, claims, demands, costs, liabilities, judgments, penalties, losses, damages, and expenses of whatsoever kind and nature (including attorney's fees) for injuries to or death of any person or persons, or damage to property of third persons arising out of, pertaining to, or relating to the negligent acts, errors or omissions, recklessness, or willful misconduct of the Provider, its subcontractors, subproviders, or agents, and their respective employees in the performance of the work to be provided pursuant to this Agreement. 24. Insurance On or before beginning any of the services or work called for by any term of this Agreement, Provider, at its own cost and expense, shall procure, carry, maintain for the duration of the Agreement, and provide proof thereof that is acceptable to LARPD the insurance specified in subsections A through C below with insurers and under forms of insurance satisfactory in all respects to the LARPD. Provider shall not allow any subcontractor to commence work on any subcontract until all insurance required of the Provider has also been obtained for the subcontractor. Verification of this insurance shall be submitted and made part of this Agreement prior to execution. A. Workers Compensation 29

30 Provider shall, at Provider s sole cost and expense, procure and maintain Statutory Workers' Compensation Insurance and Employer's Liability Insurance for any and all persons employed directly or indirectly by Provider. Said Statutory Workers' Compensation Insurance and Employer s Liability Insurance shall be provided with limits of not less than the amount required by law. In the alternative, Provider may rely on a self-insurance program to meet these requirements provided that the program of self-insurance complies fully with the provisions of the California Labor Code. The insurer, if insurance is provided, or the Provider, if a program of self-insurance is provided, shall waive all rights of subrogation against LARPD for loss arising from work performed under this Agreement. In signing this AGREEMENT, the Provider certifies under section 1861 of the California Labor Code that Provider is aware of the Workers Compensation provisions contained in sections 3700 et seq. of the Labor Code. B. Commercial General and Automobile Liability Insurance Provider, at Provider s own cost and expense, shall procure and maintain commercial general and automobile liability insurance for the period covered by this Agreement in an amount not less than One Million Dollars ($1,000,000) per occurrence, combined single limit coverage for risks associated with the work contemplated by this Agreement. If a Commercial General Liability Insurance or an Automobile Liability form or other form with a general aggregate limit is used, either the general aggregate limit shall apply separately to the work to be performed under this Agreement or the general aggregate limit shall be at least twice the required occurrence limit. Such coverage shall include but shall not be limited to, protection against claims arising from bodily and personal injury, including death resulting therefrom, and damage to property resulting from activities contemplated under this Agreement, including the use of owned and non-owned automobiles. Coverage shall be at least as broad as Insurance Services Office Commercial General Liability occurrence form CG 0001 (ed. 10/01) and Insurance Services Office Automobile Liability form CA 0001 (ed. 12/93) Code 1 (any auto). Each of the following shall be included in the insurance coverage or added as an endorsement to the policy: 1. LARPD, its officers, employees, agents, and volunteers are to be covered as an additional insured with respect to each of the following: liability arising out of activities performed by or on behalf of Provider, including the insider s general supervision of Provider; products and completed operations of Provider; premises owned, occupied, or used by Provider. The coverage shall contain no special limitations on the scope of protection afforded to LARPD, its officers, employees, agents, or volunteers. 2. The insurance shall cover on an occurrence or an accident basis, and not on a claim made basis. 3. An endorsement must state that coverage is primary insurance and that no other insurance affected by LARPD shall be called upon to contribute to a loss under the coverage. 4. Any failure of Provider to comply with reporting provisions of the policy shall not affect coverage provided to LARPD and its officers, employees, 30

31 agents, and volunteers. 5. Insurance is to be placed with California-admitted insurers with a Best s rating of no less than A: VII. 6. Notice of cancellation or non-renewal must be received by LARPD at least thirty days prior to such change. C. Professional Liability Insurance Provider, at Provider s own cost and expense, shall procure and maintain for the period covered by this Agreement professional liability insurance for licensed professionals performing work pursuant to this Agreement in an amount not less than One Million Dollars ($1,000,000) per claim made and per policy aggregate covering the licensed professionals errors and omissions, as follows: 1. Any deductible or self-insured retention shall not exceed $150,000 per claim. 2. Notice of cancellation, material change, or non-renewal must be received by LARPD at least thirty days prior to such change and shall be included in the coverage or added as an endorsement to the policy. 3. The policy must contain a cross liability or severability of interest clause. 4. The following provisions shall apply if the professional liability coverage s are written on a claims made form: a) The retroactive date of the policy must be shown and must be before the date of the Agreement. b) Insurance must be maintained and evidence of insurance must be provided for at least five years after completion of the Agreement or the work, so long as commercially available at reasonable rates. c) If coverage is canceled or not renewed and it is not replaced with other claims made policy form with a retroactive date that precedes the date of this Agreement, Provider must provide extended reporting coverage for a minimum of five years after completion of the Agreement or the work. LARPD shall have the right to exercise at the Provider s cost, any extended reporting provisions of the policy should the Provider cancel or not renew the coverage. d) A copy of the claim reporting requirements must be submitted to LARPD prior to the commencement of any work under this Agreement. D. Deductibles and Self-Insured Retentions Provider shall disclose the self-insured retentions and deductibles before beginning any of the 31

32 services or work called for by any term of this Agreement. During the period covered by this Agreement, upon express written authorization of LARPD s Project Manager, Provider may increase such deductibles or self-insured retentions with respect to LARPD, its officers, employees, agents, and volunteers. LARPD may condition approval of an increase in deductible or self-insured retention levels upon a requirement that Provider procure a bond guaranteeing payment of losses and related investigations, claim administration, and defense expenses that is satisfactory in all respects to each of them. E. Notice of Reduction in Coverage In the event that any coverage required under subsections A, B, or C of this section of the Agreement is reduced, limited, or materially affected in any other manner, Provider shall provide written notice to LARPD at Provider s earliest possible opportunity and in no case later than five days after Provider is notified of the change in coverage. F. Additional and Alternative Remedies In addition to any other remedies LARPD may have if Provider fails to provide or maintain any insurance policies or policy endorsements to the extent and within the time herein required, LARPD may, at its sole option: 1. Obtain such insurance and deduct and retain the amount of the premiums for such insurance from any sums due under the Agreement; 2. Order Provider to stop work under this Agreement or withhold any payment which becomes due to Provider hereunder, or both stop work and withhold any payment, until Provider demonstrates compliance with the requirements hereof; 3. Terminate this Agreement. Exercise of any of the above remedies, however, is an alternative to other remedies LARPD may have and is not the exclusive remedy for Provider s breach. 25. Equal Employment Opportunity/Nondiscrimination During the performance of this Agreement, Provider, for itself, its assignees and successors in interest, agrees as follows: A. Compliance with Laws and Regulations Provider shall comply with all applicable Federal, State, and Municipal laws, rules, and ordinances in effect at the time of this agreement. Provider shall comply with provisions of LARPD Affirmative Action Contract Compliance Program ( Program ), which is herein incorporated by reference and made a part of this Agreement. B. Nondiscrimination 32