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LOS ANGELES COMMUNITY COLLEGE DISTRICT
CONTRACTS OFFICE – 6TH FLOOR
770 WILSHIRE BLVD.
LOS ANGELES, CA 90017
REQUEST FOR PROPOSALS
RFP NO. 14-08
SAP PLANNING BUDGET AND FORMULATION
IMPLEMENTATION SERVICES
Proposed RFP Schedule RFP Issued: January 5
, 2015
Mandatory Pre-proposal Conference: January 20, 2015; 10:00 a.m. to 11:00 a.m.
RFP Questions due: January 21, 2015
Proposals Due: January 30, 2015; 2:00 p.m. Pacific Time
RFP Interviews/Demonstrations: February 12, 2015
Proposed Board Approval of Contract: March 2015
*Dates subject to change at the sole discretion of the LACCD.
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I. PURPOSE OF RFP
The Los Angeles Community College District (“District or LACCD”) is one of the largest community
college districts in the country, educating more than 200,000 students each year. The District is composed of
nine (9) colleges located throughout the Los Angeles County area which include the following campuses and
satellite centers. (A complete list of locations identified by address can be found in Exhibit G.)
• Educational Services Center
• Los Angeles City College
• East Los Angeles College
• Los Angeles Harbor College
• Los Angeles Mission College
• Pierce College
• Los Angeles Southwest College
• Los Angeles Trade-Technical College
• Los Angeles Valley College
• West Los Angeles College
The Los Angeles Community College District intends to engage Professional Services consulting for the
implementation of the SAP Planning Budget and Formulation (“PBF”), SAP Business Objects and Finite
Matters Pattern Stream software products. The scope of such services is outlined in detail in Section 3 of
this Statement of Work (“SOW”).
The Los Angeles Community College District currently budgets on a fiscal year calendar using a
central\decentralized process whereby the campuses and the Educational Services Center develop budgets
which are consolidated at the Educational Services Center and processed centrally. The current LACCD
budget preparation process consists of the use of Microsoft Excel spreadsheets and custom SAP applications
to load the budget into SAP. The monthly and quarterly budget planning and forecasts are also manually
input on the Microsoft Excel spreadsheets. These are the very cumbersome and time consuming processes
that do not lend themselves well into a fluid environment where expedient decisions are needed on a
frequent basis.
The specific work and products being solicited under this RFP are listed below. Please describe the strategies
and tactics proposed to meet the listed projects and discuss the proposed methods to implement a
comprehensive district-wide SAP Planning and Budget Formulation module for budget development,
preparation, and forecasting
II. ABOUT THE DISTRICT
LACCD is the largest community college district in the nation, with nine (9) campuses serving more than
200,000 students. The District is governed by an elected-at large seven member Board of Trustees who serve
four-year terms. It is part of the statewide California Community College system. The District was organized
in 1969 and serves a population of several million residents dispersed over an area of 884 square miles in
metropolitan Los Angeles.
The mission of the District is to provide comprehensive lower-division higher general education, occupational
education, transfer education, counseling and guidance, community services, and continuing education
programs which are appropriate to the communities served and which meet the changing needs of students
for academic and occupational preparation, citizenship, and cultural understanding. The Western Association
of Schools and Colleges accredits each of the nine colleges.
The Los Angeles Community College District serves over one hundred cities and communities in an area
encompassing 882 square miles. The District extends from Agoura Hills in the west San Fernando Valley to
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the City of San Fernando in the north and Monterey Park to the east. The service area includes Culver City on
the west side of the greater Los Angeles basin; Monterey Park and San Gabriel on the east side as well as
Palos Verdes Estates and San Pedro to the south.
The colleges range in size from twenty-two to over four hundred fifty acres. Facilities include newly
constructed classroom buildings as well as outdated structures older than fifty years as well as parking areas,
maintenance yards, athletic fields and gymnasiums and the like.
III. GENERAL INFORMATION
A. Mandatory Pre-Submittal Conference
A mandatory pre-submittal conference to discuss this RFP and answer questions from proposers
prior to proposal submittal will be held in an open forum on January 20, 2015, from 10:00 a.m. until 12:00
a.m., Pacific Time, located at the Los Angeles Community College District – Educational Services Center,
770 Wilshire Blvd, 3rd Floor, Los Angeles, CA 90017. Since attendance at the meeting is mandatory for
submitting a proposal, all proposers are required to attend. Minutes or other record of the conference will not
be disseminated, except where material changes to this RFP are made by LACCD or answers to questions are
deferred and later communicated as part of an addendum to this RFP. Any proposer wishing to submit an
RFP proposal must attend the mandatory pre-submittal conference if the District is to consider its proposal
submittal. Parking is not provided by LACCD.
B. Proposal Submission
The vendor shall submit to the District a printed original and ten (10) copies of its proposal, together with
a copy of a CD or USB drive containing an electronic version of the proposal in Microsoft Word format, no
later than 2:00 p.m. on January 30, 2015. The printed "ORIGINAL" must be so marked. All proposals must
be signed and shall become the property of the District. Proposals are to be enclosed in a sealed package
plainly marked with the words "Proposal Responding to RFP No. 14-08; SAP Planning Budget and
Formulation Implementation Services; Do Not Open Until After 2:00 p.m. on January 30, 2015." Mail
or deliver proposals to:
Los Angeles Community College District
Contracts Office, 6th Floor
Attention: Ms. Fabbee Buñag, Contracts Analyst
770 Wilshire Boulevard
Los Angeles, California 90017.
It is the sole responsibility of the vendor to ensure that the proposal is delivered on time. Any proposal
received after 2:00 p.m. on January 30, 2015 may, at the sole discretion of the District, be returned without
consideration. It is the practice of LACCD not to consider late offers unless it is determined that a selection
cannot be made from among the proposals received on time. LACCD shall not be responsible for, nor
accept as a valid excuse for late proposal delivery, any delay in mail service or other method of delivery
used by the vendor. No fax, telephone or e-mailed proposals will be accepted. If hand-delivered, ample time
should be allowed for delays caused by downtown Los Angeles traffic and parking. LACCD does not
provide parking accommodations to proposers submitting proposals.
All proposals must be firm offers subject to acceptance by LACCD and may not be withdrawn for a period
of 120 calendar days following the last day to submit proposals. Proposals may not be amended once
submitted to LACCD, except as permitted by LACCD. Any award of contract to the selected vendor shall
be subject to approval by the LACCD Board of Trustees.
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C. Questions from Proposers
Questions are to be submitted in writing by email to Fabbee Buñag, Contracts Analyst, at email address:
[email protected] on or before January 21, 2015 (the “Questions Deadline). Proposers are asked to
submit all questions in writing by the questions deadline. LACCD shall not be obligated to answer any
questions received after the above-specified deadline or submitted in a manner other than as instructed
above. Vendors should not contact District personnel in any other manner related to the RFP. Unauthorized
contact with any District personnel may, at LACCD’s sole discretion, be cause for rejection of a vendor’s
Proposal. Written responses will be posted on the website:
http://www.laccd.edu/Departments/BusinessServices/Contract-Services/Pages/Bids-And-Proposals.aspx
D. RFP Addenda/Clarifications
If it becomes necessary for LACCD to revise any part of this RFP, or to provide clarification or additional
information after the proposal documents are released, written addenda will be posted at
http://www.laccd.edu/Departments/BusinessServices/Contract-Services/Pages/default.aspx. It shall be the
responsibility of the proposer to check the website or to inquire of LACCD for any addenda issued. All
addenda issued shall become part of the RFP. Proposer’s acknowledgement of the addenda must be
declared in the proposal in Exhibit E.
E. Pre-Contractual Expenses
Pre-contractual expenses are defined as any expenses incurred by the vendor in: (1) preparing its proposal
in response to this RFP; (2) submitting that proposal to LACCD; (3) negotiating with LACCD any matter
related to this RFP, including a possible contract; or (4) engaging in any other activity prior to the effective
date of award, if any, of a contract resulting from this RFP. LACCD shall not, under any circumstance, be
liable for any pre-contractual expenses incurred by vendors.
F. No Commitment to Award
Issuance of this RFP and receipt of proposals does not commit LACCD to award a contract. LACCD
expressly reserves the right to postpone proposal opening for its own convenience, to accept or reject any or
all proposals received in response to this RFP, to negotiate with more than one vendor concurrently, or to
cancel all or part of this RFP. Any contract awarded shall be subject to the approval of the LACCD Board
of Trustees.
G. Joint Offers
Where two or more proposers desire to submit a single proposal in response to this RFP, they should do so on
a prime-subcontractor basis rather than as a joint venture or informal team. LACCD intends to contract with
a single firm and not with multiple firms doing business as a joint venture.
H. Proposed Contract
The vendor selected for contract award through this RFP shall be required to enter into a written agreement
with LACCD. The Sample Implementation Services Agreement presented in Exhibit F of this RFP is the
agreement proposed for execution with the successful proposer. It may be modified to incorporate other
pertinent terms and conditions set forth in this RFP, including those added by addendum, and to reflect the
proposer's offer or the outcome of contract negotiations, if any, conducted with the proposer. Exceptions to
the terms and conditions of the Sample Implementation Services Agreement, or the proposer's
inability to comply with any of its provisions of the Sample Implementation Services Agreement, must
be declared in the proposal, as provided in the following Section I, Exceptions and Deviations. It may
be modified to incorporate other pertinent terms and conditions set forth in this RFP, including those added
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by addendum, and to reflect the vendor's offer or the outcome of contract negotiations, if any, conducted
with the vendor. Exceptions to the terms and conditions of the Sample Agreement, or the vendor's
inability to comply with any of the provisions of the Sample Agreement, must be declared in the
proposal.
The vendor's attention is directed particularly to Sections 15.1 to 15.6 in the Sample Implementation
Services Agreement, which specifies the minimum insurance requirements that must be met by the
successful vendor(s). The vendor's inability or unwillingness to meet these requirements as a condition
of award must be stated as an exception in the proposal.
I. Exceptions/Deviations
Any exceptions to, deviations from, or inability to comply with the requirements set forth in this RFP, or the
terms and conditions contained in the Implementation Services Agreement, must be declared in writing in
Exhibit E within the proposal; failure to do so will prevent proposer from asserting its inability to comply
with the terms or conditions later on. Such exceptions or deviations must be segregated as a separate
element of the proposal under Exhibit E - "Exceptions and Deviations to Implementation Services
Agreement." The District will make a good faith effort to consider contractual issues identified by vendors
and LACCD requires all proposing vendors to similarly make a good faith effort to comply with the
District’s sample agreement terms and conditions. Proposals that mandate the use of vendor standard
services contract, rather than utilizing the District’s standard services contract will result in that vendor’s
proposal being judged non-responsive and these proposals will be rejected. Proposals that reject the
following integral provisions of the District's contract terms and conditions will be treated as a rejection of
the District's contract and these proposals will be rejected.
Section 2 – Term
Section 24 – Non-Discrimination
Section 27.1 – Governing Law
Section 27.2 – Venue
Section 33 – Board Authorization
J. Exemption From Disclosure
Proposals will remain confidential in their entirety until the evaluation and analysis process is complete and
a recommendation of an award has been submitted to the LACCD. All proposals submitted will become the
property of the LACCD. The vendor must identify, in writing, all copyrighted material, trade secrets, or
other proprietary information that the vendor claims are exempt from disclosure under the Public Records
Act (California Government Code Section 6250 et seq.). Any vendor claiming such an exemption must also
state in the proposal that “the vendor agrees to indemnify and hold harmless the LACCD, its Board of
Trustees, and its officers, employees and agents, from any claims, liability, or damages against, and to
defend any action brought against above said entities for their refusal to disclose such material, trade secrets,
or other proprietary information by any party.’” Failure of a proposal to include such a statement will be
deemed a waiver of any exemption from disclosure under the Public Records Act. Moreover, a vendor’s
identification of a document as “proprietary” or “confidential” does not automatically confer exclusion from
disclosure under the Public Records Act.
K. Protests
Any proposer that has provided a sealed bid or proposal to the District may protest the solicitation or award
of a contract for violations of LACCD’s procurement policies or of laws and regulations governing
LACCD's procurement activities, provided the proposer has complied with PP-04-09, Bid Protest and
Appeals. http://www.laccd.edu/Departments/BusinessServices/Contract-Services/Documents/04-09-bid-
protest-and-appeal.pdf. The Annual Adjustment Bid threshold for 2014 is $84,100.
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In order to be considered, all protests must be in writing and filed with and received by LACCD, not more
than five (5) business days following the date of issuance of the District’s Notice of Intent to Award with the
contact below. The protest letter must state the basis for the protest and the remedy sought. Protests received
by LACCD after this date will be returned to the sender.
Director of Business Services
Los Angeles Community College District
770 Wilshire Blvd, 6th Floor
Los Angeles, CA 90017
Failure to timely file the proposal protest shall constitute grounds for the District to deny the proposal
protest without further consideration of the grounds stated therein.
III. PROPOSAL FORMAT AND CONTENT
A Proposal should provide a straightforward, concise description of the vendor’s ability to satisfy the
requirements of this RFP. Emphasis should be concentrated on conformance to the RFP instructions, on
responsiveness to the RFP requirements, and on completeness and clarity of content.
This RFP and the selected vendor proposal will become a part of any Agreement that is eventually executed
as a result of this RFP between the District and the vendor. Any Proposal attachments, documents, letters
and materials submitted by the vendor will be binding and may be included as part of the Agreement.
Proposals must include the following items in the specified order:
A. Title Page
Title page with vendor name, the title Proposal for SAP Planning Budget and Formulation
Implementation Services – RFP 14-08, and the Proposal Submission Deadline date.
B. Transmittal Letter/Introduction
The letter of transmittal must, at a minimum, contain the following:
Identification of the offering vendor(s), including name, address and telephone number of each vendor;
Name, title, address, telephone number and email address of contact person during period of proposal
evaluation;
Please identify the specific personnel assigned to accomplish the work required in this RFP. Please provide
a narrative description of the organization and members of the project team.
Provide a narrative explaining why your company is best suited to perform the services for this project.
A statement that the proposal shall remain valid for a period of not less than 120 days from the due date for
submittal;
Identification of any information contained in the proposal which the proposer deems to be, and establishes
as, confidential or proprietary and wishes to be withheld from disclosure to others under the California
Public Records Act (a blanket statement that all contents of the proposal are confidential or proprietary will
not be honored by LACCD);
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Signature of a person authorized to bind the offering vendor to the terms of the proposal.
C. Table of Contents
Immediately following the transmittal letter include a complete table of contents for material included
in the proposal, including page numbers.
D. Qualifications, Related Experience and References
This section should establish the ability of the proposer and any subcontractors to satisfactorily
perform the required work by reasons of: demonstrated competence in the services to be provided; nature and
relevance of similar work recently completed for other clients; record of meeting schedules and deadlines on
other projects; competitive advantages over other firms in the same industry; strength and stability as a
business concern; and supportive client references. Information should be furnished for both the proposer and
any subcontractors included in the offer. Specifically include:
• Background information about your firm, including date of founding, legal form
(sole proprietorship, partnership, corporation/state of incorporation), number and
location of offices, principal lines of business, number of employees and other
pertinent data. Disclose any conditions (e.g., bankruptcy or other financial
problems, pending litigation, planned office closures, impending merger) that may
affect your firm’s ability to perform contractually. Certify that the firm and its
principals are not debarred, suspended or otherwise declared ineligible to contract
by any federal, state or local public agency, or declare and explain any such status.
• Noteworthy qualifications for providing the required services to LACCD.
Specifically highlight those qualifications that distinguish you from your
competitors, and provide the names of three successful recent accounts in the past
three years in the areas identified in this RFP
• List of business clients—especially community colleges and school districts—to
which your firm has provided similar services in the past three (3) years.
Specifically, include the following: name and address of organization,
description of work and date performed, contact name/title/phone numbers.
• Financial information (such as last year-end Income Statement and Balance Sheet)
that accurately describes the financial stability of your firm. Furnish as an appendix
in a separately sealed envelope. (If financial statements are provided, their disclosure
will be confined to those individuals involved in the evaluation of the financial
capacity portion of the proposals and award of ensuing contracts.)
E. Proposed Staffing and Project Organization
This section should discuss the staff of the proposing firm who would be assigned to
work on LACCD's project. Include:
• Key personnel from your firm that would be assigned to LACCD's project. Include
a brief description of their qualifications, professional certifications, job functions
and office location(s). Designate a Project Manager who would provide day-to-
day direction of the required work and become LACCD’s primary contact
person. Please state whether any project implementation services experience was
obtained specifically with universities or college clients. Furnish brief resumes (not
more than two pages long) for all key personnel; include these as an appendix, not in
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the body of the proposal.
• Organization chart (if more than two people will be assigned to LACCD’s project)
that clearly delineates communication and reporting relationships among the project
staff. F. Work Plan/Technical Approach
This section should establish the proposer's understanding of LACCD's objectives and
requirements; demonstrate the proposer's ability to satisfy them; and clearly outlines the
plan and timeline for accomplishing the specified work. This should include:
• A Work Plan which describes how your firm would accomplish the objectives
described in this RFP;
o Include detailed outline clearly identifying objectives to be developed.
• Milestones and timeline for measuring work progress, expressed as completed major tasks or other work segments;
• All resources you would require from LACCD—including information,
documents, staff assistance, equipment, and facilities to complete your work;
declare any other critical assumptions upon which your work plan is based;
• Deliverables to be furnished to LACCD throughout the term of this and all
necessary documents.
G. Cost for Implementation shall be based on a “Firm Fixed Price”
A statement of work accomplished and accompanying costs must be submitted on a
monthly basis. In addition to identifying the firm fixed price for completed
implementation and deployment of the project, please provide hourly all inclusive rates,
number of hours to complete each task outlined in a Work Plan. Each specific phase of
work will be issued on a Task Order basis after review and approval of proposals.
H. Appendices
• Supporting Documents: Furnish as appendices those supporting documents (e.g.,
financial statements, staff resumes) requested in the preceding instructions.
• Additional Information: Include any additional information you deem essential to
a proper evaluation of your proposal and which is not solicited in any of the
preceding sections. Proposers are cautioned, however, that this is not an invitation
to submit large amounts of extraneous material; appendices should be relevant and
brief.
I. Response to Requirements
A response to each requirement listed in Section IV - Current Landscape and Requirements. At a
minimum, the response must include: • A summary of the proposing firm, including any sub-contractors’ qualifications to perform Planning
Budget and Formulation (PBF) systems and implementation services. The Los Angeles Community
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College District recognizes multiple vendors may team to provide the required consulting skills. If
multiple firms are to support the proposed implementation services, the overall structure of the
proposed team should be identified (e.g. which firm will serve as the prime contractor).
• Proposed staff including all key roles identified in this document.
• A preliminary project work plan including total hours by consultant role.
• Proposal terms, conditions and assumptions.
• The proposed number of hours for each proposed role, the hourly rate by role, job/role title and
scope variant under the Price Matrix portion in Attachment A, to be provided by Proposer in
Microsoft Excel format.
• An updated resume for the selected individuals.
• Any staff proposed by the vendor for the project must be available for the implementation of the
project and under no circumstances can a vendor team member be replaced without the prior written
approval by LACCD Project Management any time during the review and selection period of the RFP
and during the implementation of the project. Any staff member proposed as part of the agreement
must be available and assigned to work on the project at a minimum of the proposed hours and must
be physically on site at an LACCD specified location during this time.
• Written proof that the vendor is a SAP Certified Integration Partner.
The department requests that any supplemental information provided should be kept in a brief format strictly related to this request.
All SAP related services must be performed by a SAP Certified Integration Partner
J. Mandatory Documents Proposer Must Submit Within the Sealed Response
These documents shall be signed by a person authorized to commit the vendor to a contract, and must
be included with the vendor’s proposal when submitted by the Proposal Submission Deadline. This need not
be included in the electronic version of the Proposal.
(1) Completed and signed Non-collusion Affidavit (Exhibit A)
(2) Completed and signed Certificate of Non-Discrimination (Exhibit B)
(3) Completed Confidentiality Agreement (Exhibit C)
(4) Acknowledgement of all addenda issued by the District (Exhibit D)
(5) Completed and signed Exceptions and Deviations (Exhibit E)
GRACE PERIOD FOR MISSING OR INCORRECT FILING OF ITEMS (1) THROUGH (5)
ONLY: In the event that a vendor fails to submit all or any part of items (1) through (5) above with its
submission or if any submitted item is incomplete or incorrect, the Contracts Office will notify the vendor
and the vendor shall have an additional three (3) business days to submit the missing item to the Contracts
Office. Failure to submit the missing item may result in the disqualification of the Vendor if the mandatory
item is missing entirely. Failure to complete or correct a mandatory item will result in the vendor’s Proposal
being considered in the form in which it was originally submitted.
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IV. CURRENT LANDSCAPE AND REQUIREMENTS
A. Current SAP Landscape
The current LACCD SAP landscape consists of SAP ECC 6.0, Business Warehouse 7.0, and Enterprise
Portal 7.3 running on Oracle release 11.1. For each above mentioned landscape is supported by a DEV,
QAS, Sand Box and Production Environments. ECC 6.0 Enhancement Pack 6, Business Warehouse
7.0, Enterprise Portal 7.3. The District uses both the SAP Enterprise Portal and the Business Warehouse
Portal. The EP SAP Portal is be used as the main road to gain access to BFP for all users.
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B. Quality Assurance – Testing
HP Hewlett Packard Application Life Cycle Management (AKA HPALM)
Hewlett Packard Application Life Cycle Management (AKA HPALM) and Quality Test Professional
Version 10.0 are used by LACCD as the main SAP Department QA Application testing tool application.
All test scripts and certifications required to certify the application is ready for go live needs to certified
using the Hewlett Packard Testing Tool. Vendor is expected to use this tool during the certification
process. The LACCD requires that at least three dress rehearsals are conducted prior to go live. The
District requires a parallel pilot process used which coincides with the phased roll out approach whereby
some campuses are budgeting using legacy methods and some are using the PBF. Testing includes but not
limited to Integration testing and User Acceptance (UAT) with three dress rehearsals.
Project Responsibilities
A=Accountable, C=Contributing
Vendor District
Test Case Development (scripts, scenario) and Testing QAS A C
Test Case Development (scripts, scenario) and Testing - DEV A C
Dress Rehearsal 1-3 A C
Assumption: Hewlett Packard Application Life Cycle Management (AKA HPALM) Test
Professional will be used extensively for the testing. Three Dress Rehearsals will be run. The
vendor will be responsible for the development of the test cases and their completion.
C. Implementation Strategy
Landscape
The District plans to deploy the application using a phased approach. The roll out will include a plan to
bring on line one or several campuses at a time broken out into three rollout releases. Each phased roll
out will include a short storm period consisting of two - four weeks per phase for Go Live Support.
Vendor should provide training to LACCD Staff in how to use the system and in technical
maintenance of the application using a train the trainer approach. Training documentation will be
developed by a combination of LACCD and vendor personnel with the vendor taking the lead and
LACCD in a support role.
The PBF application will run in the Business Warehouse (BW) platform but will be accessible via the SAP
Enterprise Portal. Assumptions: LACCD has limited staff. LACCD staff will need training in the PBF setup
of the technical infrastructure and its on-going application maintenance.
D. Staffing
Required Experience:
The successful vendor should be able to staff the project as outlined below. The vendor can also
identify staffing alternatives if the vendor can identify efficiencies not already identified. The LACCD
will staff the project with internal resources with Basis skills and Business Process experts and ECC
6.0 SAP Process Designers from IT. LACCD will also supplement the project with security resources.
The vendor is responsible for the following:
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ID# Project Responsibilities
A=Accountable, C=Contributing
Vendor District
Project Team Leader - PBF Consultant A C
Functional Budget PBF – A C
SAP BW Consultant(s) PBF A C
Budget Form Developer(s) PBF– A C
Reporting Consultant(s) A C
Budget Book Publishing Consultant(s) A C
Security A C
Basis A C
Training A C
E. Firm's Experience
Required Experience:
The selected firm must have led at least two full cycle SAP PBF implementation projects. A certified SAP
partner is required with PBF SAP certification a plus. The following key consulting staff roles, in addition to
other required consulting staff are required to support the successful implementation of the SAP PBF
software, and will be provided by the successful winning group:
• Project Leader - PBF Consultant – Experienced project quality assurance, program manager,
project manager, functional lead or similar role with a least three PBF implementation projects
and at least two full cycle public sector budget formulation systems implementation projects,
including at least two higher education budgeting system implementation. Experienced SAP PBF
Personnel Expenditure Projection (“PEP”) expert with project experience Blueprinting and
configuring PBF PEP. Higher education budgeting experience highly preferred.
• Functional Budget PBF – Experienced PBF functional implementation expert with at least two
full cycle PBF implementation projects and at least two public sector budget formulation
implementation projects. Higher education budgeting and budgeting system implementation
management experience required.
• SAP BW Consultant(s) PBF – Experienced with SAP BW having served in SAP BW role on at
least three SAP BW projects. Expertise with BW configuration including developing extractors,
retractors and ABAP web services to support reporting and ABAP Programming.
• Budget Form Developer(s) PBF– Technical/configuration development expertise using
SAP Visual Composer, BW, and PBF application with at least one full cycle PBF
implementation.
• Reporting Consultant(s) – Experienced with SAP Business Objects reporting expert with
expertise configuring SAP Business Objects Universe and Data Federator/Integrator and
experience developing, Crystal Reports, Web Intelligence reports and XCelsius dashboards.
Direct experience with Business Objects with SAP BEX queries or SAP data cubes as the data
source is strongly preferred (experience with SAP integration to Business Objects).
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• Budget Book Publishing Consultant(s) – Experienced consultant having previously
implemented the PatternStream software with SAP as the data source. Expertise with Microsoft
MDX queries, FrameMaker, and FrameScript are required.
• Basis Administrator – Experience Basis Administrator with at least three implementations of
PBF and associated system with installation of Business Warehouse, Business Objects,
Pattern Stream and other related PBF software.
F. Duties and Responsibilities
Product Scope
This project is an implementation of the SAP Planning Budget and Formulation, SAP Business
Objects and the Finite Matters Pattern Stream application.
Organizational Scope
This project is to support the full enterprise budgeting process for the Los Angeles Community College
District (LACCD) with includes nine campuses and the Educational Services Center
Functional Scope
Functional scope includes the implementation of the following SAP Planning and Budget Formulation
applications and Services:
• SAP PBF forms
• SAP Business Objects reports, dashboards and queries
• SAP Budget Book publication using PatternStream
• SAP Workflow
• Installation of Business Objects, Pattern Steam and Planning Budget and Simulation Software
• SAP PBF Application Security
• Training LACCD staff – both functional and technical
• Documentation – functional and technical
• PatternSteam Interface
• Help Desk Support
Interfaces Development Scope
The District has not identified a need for the development of custom interfaces. The plan is to use
standard SAP as much as possible. SAP Business Objects, SAP ECC 6.0 in conjunction with the SAP
Planning Budget and Formulation application. If any interfaces, user exit, BADI that is required this will
need to be brought forward during the planning or Blue Print phase of the project and accessed for
development. The one exception with be for PatternSteam is known. The vendor will be expected to set
up the PatternSteam interface. The vendor should plan for some amount of customization.
Customization
The LACCD is committed to keep customization to a minimum. Custom development is defined as
development of custom code to enable a process or task. And LACCD is committed to changing its
business process as appropriate. The plan is to use vanilla SAP PBF as much as possible to constrain
maintenance expense and accelerate a configure to market implementation with the understanding that
some customization is necessary When custom development is necessary the process would be to
identify, document, estimate the development as a change order. This should be accomplished during the
Business Blueprint Phase of the project, but some cost should be planned as part of the project.
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Customization Responsibilities
ID# Project Responsibilities
A=Accountable, C=Contributing
Vendor
Identify customization A C
Estimate customization A C
Approve customization C A
Technical Scope
The LACCD will utilize the latest generally available (GA) versions of SAP PBF, SAP Business Objects and
PatternStream. In addition a landscape sizing of the existing NetWeaver and BW environments will be completed
to insure to accommodate the requirements for the current PBF version. If the vendor has a tool such as Hewlett
Packard Load Runner, its equal or better, this should be proposed in the RFP and the expectation is the vendor
would provide the tool used by LACCD for the project as part of the project and at no additional cost to the District.
Project Approach
The Services under this SOW will use the Accelerated SAP (“ASAP”) methodology with associated documentation.
Vendor staff should be familiar with this methodology and such methodology as mandated by this project. Deviation
from this required approach may deem a proposer non-responsive.
Phase 1 - Project Preparation
Project Responsibilities Vendor District
A=Accountable,
C=Contributing
Project Charter C A
Project Team Organization A C
Chart
Project Staff Plan A C
Project Work Plan A C
Communication Plan A C
Project Standards and A C
Procedures
Issue Resolution Plan A C
Amended Landscape A C
Architecture Design
Amended Technical A C Architecture Design-
Baseline
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Knowledge Transfer Plan A C
User Readiness Assessment
Matrix/Plan A C
Upgrade NetWeaver
environment to compatible
versions
A C
Phase deliverables:
• Project Charter
• Project Team Organization Chart
• Project Staff Plan
• Project Work Plan
• Communication Plan
• Project Standards and Procedures
• Issue Resolution Plan
• Amended Landscape Architecture Design
• Amended Technical Architecture Design-Baseline
• Knowledge Transfer Plan
• User Readiness Assessment Matrix/Plan
• Upgraded SAP NetWeaver Environment
Phase 2 – Business Blueprint
Project Responsibilities
A=Accountable, C=Contributing
Vendor District
Identify Strategic Objectives C A
Overview of the Budget Preparation, Planning, and Forecasting
Processes C A
Identify Supporting Data C A
Conduct Blueprint Workshops
- Strategic Planning
- PBF Master Data
- Personnel Expenditure Project
- Fund Management Budget Development
(Expenditure and Income)
- Reporting
- Budget Plan Publishing
A C
Prototyping A C
Blueprint Document
- Future State Budgetary Process
- PBF Master Data Structures
- PBF Budget Forms Configuration
- PBF Personnel Expenditure Projection
Configuration
- Planning Functions
- Data Conversion
- PBF Integration and Data Exchange
- PBF Security
A C
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- PBF Portal Content
- Training requirements
- Infrastructure requirements
Report Inventory C A
Budget Book Functional Design(s) A C
SAP Software and Technical Environments Established A C
- System Administration Procedures A C
Organization Change Management deliverables
- Create end-user training plan A C
- Leadership Alignment workshops A C
- Stakeholder Management deliverables C A
- Business Readiness deliverables C A
Project Team Training
Project Team Member Training will be provided as part of the project and will be part of the Project
Preparation Phase. The Training needs to occur before the Business Print Phase is started and completed
before the end of Business Blue Print Phase.
Project Responsibilities
A=Accountable, C=Contributing
Vendor District
Project Team Training Plan A C PBF & BO Trainer A C PBF and BO Training System and
Application A C
Train LACCD project Team
Members A C
Training Documentation A C LACCD Project Team Members
Trained A C
Phase deliverables:
• Blueprint Document
• Report Inventory
• Budget Plan Functional Design Document
• SAP Software and Technical Environments Established
• System Administration Procedures Document
• Project Team Member
• End-User Training Plan
• Stakeholder Management deliverables
• Business Readiness deliverables
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Phase 3 – Realization Phase
Project Responsibilities
A=Accountable, C=Contributing
Vendor District
Complete Baseline Configuration & Unit Test Results A C
Complete Final Configuration & Unit Test Results,
including security setup A C
Complete Integration Test Plan A C
Complete Integration Test Execution A C
Design and Develop PBF Objects A C
Complete Stress Testing A C
Data Conversion A C
Set up of hardware - Server(S) and connectivity to SAP C A
Installation\upgrade of Business Warehouse, Business
Objects , and Pattern Steam software A C
Production, Testing and Training Environments established A C
Organization Change Management deliverables A C
- Stakeholder Action Plans C A
- Business Readiness deliverables A A
- Organization Alignment deliverables C A
• Phase deliverables: Final Configuration Unit Testing Sign-Off
• Integration Test Plan
• Integration Testing Sign-Off
• Stress Testing Sign-Off
Phase 4 – Final Preparation Phase
Project Responsibilities
A=Accountable, C=Contributing
Vendor District
Create Migration Plan A C
Create Post Production PBF Support Plan A A
Execute Go-Live Readiness Check A C
Complete End-User Training A A
Production Cutover Plan Drafted A C
Completed Cutover Testing (begin go-live) A C
Help Desk Procedures Updated C A
Phase deliverables:
• Migration Plan
• Post Production PBF Support Plan
• Production Cutover Plan
• Cutover Testing Sign-Off
• Updated Help Desk Procedures
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Phase 5 – Go-Live and Support Phase
Go-Live and Support Phase Responsibilities
Project Responsibilities
A=Accountable, C=Contributing
Vendor District
Execute Final Cutover/Migration A C
Quality Assurance Post Go-Live Checkpoint A C
Budget Book(s) Published A C
Phase deliverables • Cutover/Migration/Production System Sign-Off
• Budget book(s) Published
Project Methodology
Vendor shall utilize the Accelerated SAP (“ASAP”) methodology.
Project Governance
Project Governance will be identified and clarified in the Project Charter during Project Preparation
Phase.
G. Computer Equipment and Software Specifications
Office space, standard office supplies, hardware and standard software will be provided by the District.
H. Location of Work
The majority of related work should be performed at the LACCD Educational Services Center located
in downtown Los Angeles, California. Some offsite work may be performed associated with deliverable
preparation. Any offsite support needs to be approved by LACCD as part of the project agreement or
upon request from vendor before any offsite work can commence. Preference is for local based
resources.
I. Work Timeframes
Consultants will be staffed in accordance with the project work and staffing plans, which will be
developed in Phase 1 – Project Preparation. Most likely this will be a five day work week. There will be
no exceptions without LACCD prior approval.
J. Project Duration
The initial term of the contract resulting from this procurement shall start on or about March 2015 and end
on or about October 2015. The planned go-live date shall be no later than October 1, 2015. The project
scope may be reduced due to inadequate funding or increased due to project needs as determined by the
LACCD.
K. Fixed Price Contract
Fixed Price Contract. The parties agree that the all-inclusive hourly rates will be assigned by role and in
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the initial term contract resulting from this procurement. The Price Matrix with included detail in
Attachment A should add up to the total cost of the implementation services and should be provided
in Microsoft Excel format.
L. Payment Information
An invoice shall be submitted according to contract terms per each phase. Payment is for each phase
of the project as defined above.
Phase 1 - Project Preparation: 15%
Phase 2 – Business Blueprint: 15%
Phase 3 – Realization Phase: 20%
Phase 4 – Final Preparation Phase: 20%
Phase 5 – Go-Live and Support Phase: 25%
Post-implementation Retention
(for a period of six months after Go-Live Phase) 5%
At a minimum, the following information must be included on the invoice, which shall be placed
on company stationery:
• Date of invoice
• Contract Number
• Contract Name
• Total dollar amount per person requested shown by multiplying the hours worked by the contracted
hourly rate
• A summary of hours used to date
• Deliverables, if applicable
• Signature of authorized person
• Date of signature
• Provider’s address and contact person’s name and phone number to whom the remittance should be
sent
The final invoice must be submitted within 30 calendar days of contract end, without good cause.
Failure to do so may result in the forfeiture of any payment due.
It is anticipated that all consulting hourly rates included in any contract resulting from this solicitation
will be travel expense inclusive.
V. PROPOSAL EVALUATION AND CONTRACT AWARD
A. Evaluation Process
An Evaluation Panel consisting of LACCD staff and/or outside associates will review, analyze and
evaluate all proposals received. The Evaluation Panel may short-list the field of proposers and
conduct interviews of the firms in this group. This committee will then recommend to the
Chancellor and to the Board of Trustees a proposer for contract award.
B. Evaluation Criteria
By use of numerical and narrative scoring techniques, proposals will be evaluated by LACCD
against the factors specified below. The relative weights of the criteria are based on a 100-point
scale, as listed below. Within each evaluation criterion listed, the sub-criteria to be considered are
those described in the Section III - "Proposal Format and Content".
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CRITERIA
Relative Weight
Qualifications, experience and references of proposer
30 points
Staffing and organization
20 points
Work plan/technical approach
20 points
Cost and price
15 points
Interview
15 points
Total Possible Points 100 Pts.
LACCD reserves the right to reject any or all proposals, to waive any irregularities or
informalities in the offers received and to change the evaluation process described above if
circumstances dictate this or it is otherwise in the best interests of LACCD to do so. In the event
a proposal(s) is rejected, or in the event a proposer's offer is not rejected but does not result in a
contract award, LACCD shall not be liable for any costs incurred by the proposer in connection
with the preparation and submittal of the proposal.
C. Contract Award
It is the intent of LACCD to award one contract as the result of this RFP. Approval by the
District’s Board of Trustees will be required prior to award. Award, if made, is expected on or
about March 2015.
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ATTACHMENT A
PRICE MATRIX
Price Matrix: Enter all team members hours as identified in the matrix below.
All SAP related services must be performed by a SAP Certified Integration Partner.
Project Manager Billable
Hours Hourly Rate Hours X Rate
Project Preparation Business Blueprint Realization Final Preparation Go-Live Other [Describe] Total Project Manager
Team Leaders Billable
Hours Hourly Rate Hours X Rate
Project Preparation Business Blueprint Realization Final Preparation Go-Live Other [Describe] Total Team Leaders Team Members Billable
Hours Hourly Rate Est. Cost
Project Preparation Business Blueprint Realization Final Preparation Go-Live Other [Describe] Total Team Members
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EXHIBIT A
NONCOLLUSION AFFIDAVIT TO BE EXECUTED BY PROPOSER
AND SUBMITTED WITH ITS PROPOSAL
(Name) _______________________________________, being first duly sworn, disposes and says that he
or she is (Title) _________________________________ of (Company)
_____________________________, the party making the foregoing proposal, that the proposal is not
made in the interest of, or on behalf of, any undisclosed person, partnership, company, association,
organization, or corporation; that the proposal is genuine and not collusive or sham; that the proposer has
not directly or indirectly induced any other proposer to put in a false or sham proposal, and has not
directly or indirectly colluded, conspired, connived, or agreed with any proposer or anyone else to put in a
sham proposal, or that anyone shall refrain from proposing; that the proposer has not in any manner,
directly, or indirectly, sought by agreement, communication, or conference with anyone to fix the
proposal price of the proposer or any other proposer, or to secure any advantage against the public body
awarding the contract of anyone interested in the proposed contract; that all statements contained in the
proposal are true; and further, that the proposer has not, directly or indirectly, submitted his or her
proposal price or any breakdown thereof, or the contents thereof, or divulged information or data relative
thereto, or paid, and will not pay, any fee to any corporation, partnership, company, association,
organization, bid depository, or to any member or agent thereof to effectuate a collusion or sham proposal.
IN WITNESS WHEREOF, the undersigned has executed this Noncollusion Affidavit this
__________ Day of ____________________, 2015
PROPOSER _________________________________________
(Type or Print Complete Legal Name of Firm)
By______________________________________________
(Signature)
Name____________________________________________
(Type or Print)
Title _____________________________________________
Address __________________________________________
City ________________________ State _____ Zip ________
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EXHIBIT B
CERTIFICATION OF NON-DISCRIMINATIONTO BE EXECUTED BY PROPOSER
AND SUBMITTED WITH ITS PROPOSAL
Proposer hereby certifies that in performing work or providing products for the District, there shall be no
discrimination in its hiring or employment practices because of age, sex, race, color, ancestry, national
origin, religious creed, physical handicap, medical condition, marital status, or sexual orientation, except
as provided for in Section 12940 of the California Government Code. Proposer shall comply with
applicable federal and California anti-discrimination laws, including but not limited to the California Fair
Employment and Housing Act, beginning with Section 12900 of the California Government Code.
IN WITNESS WHEREOF, the undersigned has executed this Certificate of Non-Discrimination this
__________ day of ____________________, 2015.
PROPOSER _________________________________________
(Type or Print Complete Legal Name of Firm)
By ______________________________________________
(Signature)
Name____________________________________________
(Type or Print)
Title _____________________________________________
Address __________________________________________
City ________________________ State _____ Zip ________
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EXHIBIT C
CONFIDENTIALITY AGREEMENT
The undersigned, a duly authorized officer of
_________________________________________________, does hereby represent, warrant and agree to
the following statement:
All financial, statistical, personal, technical or other data or programs and information relating to the
District’s operation which are designated confidential by the District and made available to the
undersigned shall be protected by the undersigned from unauthorized use and disclosure.
Date: _________________________ ___________________________________
Name of Proposer
By: ___________________________________
Authorized Officer
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EXHIBIT D
ACKNOWLEDGMENT OF ADDENDA
The Proposer shall signify receipt of all Addenda, if any, here:
ADDENDUM NO.
DATE RECEIVED SIGNATURE
If necessary, please print and sign additional pages.
PROPOSER _________________________________________
(Type or Print Complete Legal Name of Firm)
By ______________________________________________
(Signature)
Name____________________________________________
(Type or Print)
Title _____________________________________________
Address __________________________________________
City ________________________ State _____ Zip ________
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EXHIBIT E
EXCEPTIONS AND DEVIATIONS TO IMPLEMENTATION SERVICES AGREEMENT
The Proposer acknowledges it has seen and reviewed the Implementation Services Agreement in Exhibit
F and attests to the following:
1. Certain exceptions and deviations may deem the proposal non-responsive and result in rejection of the
proposal.
a. Proposals that mandate the use of vendor standard services contract, rather than utilizing the
District’s standard services contract.
b. Proposals that reject the following integral provisions of the District's contract terms and
conditions will be treated as a rejection of the District's contract and these proposals will be rejected.
Section 2 – Term
Section 24 – Non-Discrimination
Section 27.1 – Governing Law
Section 27.2 – Venue
Section 33 – Board Authorization
2. In the event that exceptions and deviations to the Implementation Services Agreement are requested after
the contract has been awarded, the District may deem the proposal non-responsive and may disqualify the
proposal at its discretion.
☐ We have no exceptions or deviations to the Implementation Services Agreement
☐ We have the following or the attached exceptions and/or deviations to the Implementation Services
Agreement.
PROPOSER _________________________________________
(Type or Print Complete Legal Name of Firm)
By ______________________________________________
(Signature)
Name____________________________________________
(Type or Print)
Title _____________________________________________
Address __________________________________________
City ________________________ State _____ Zip ________
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EXHIBIT F
SAMPLE FORM OF CONTRACT
IMPLEMENTATION SERVICES AGREEMENT
This Implementation Agreement ("Agreement") dated for reference purposes as of
_______________ ("Reference Date") is entered into between the Los Angeles Community College
District ("LACCD or in the alternative referenced as “District"), and ____________________
("Consultant " ______________).
RECITALS
A. LACCD, the nation's largest community college district, encompasses an area of
884 square miles in metropolitan Los Angeles and serves a population of several million residents.
LACCD's nine colleges ("Colleges") are Los Angeles City College, East Los Angeles College, Los
Angeles Harbor College, Los Angeles Mission College, Los Angeles Pierce College, Los Angeles
Southwest College, Los Angeles Trade-Technical College, Los Angeles Valley College, and West Los
Angeles College.
B. Both parties acknowledge that a principal objective of LACCD in entering into
this Agreement is to implement software solution functionality for law practice office and case/matters
management for the LACCD Office of General Counsel in order to improve the efficiency and
effectiveness of its operations.
C. The complete contract between the Consultant and LACCD includes the
following documents as applicable: LACCD’s Request For Proposal No. , any addenda, the
Consultant’s proposal and its acceptance by LACCD, this Implementation Agreement, and all
amendments thereto. Any of these documents shall be interpreted to include all provisions of the other
documents as though fully set forth therein.
D. The work to be performed under this Agreement is set forth in the Statement of
Work attached hereto. Terms and conditions in the Statement of Work shall supersede any conflicting
terms and conditions in this Agreement for only the specific assignment defined in said Statement of
Work.
In consideration of the foregoing Recitals (which are incorporated herein) and
the mutual covenants and agreements contained herein, the parties hereto agree as follows:
1. Definitions.
The following terms, when used in this Agreement, shall have the following
meanings:
1.1 "Agreement".
"Agreement" shall mean this Implementation Agreement, Exhibits, and all
documentation incorporated herein by reference.
1.2 "Business Days".
"Business days" shall mean Monday through Friday, except national and state
holidays.
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1.3 "Consultant Personnel".
"Consultant Personnel" shall mean all individuals, whether employees, agents,
subconsultants, or independent Consultants rendering services under this Agreement on behalf of
Consultant.
1.4 "Consultant Software".
"Consultant Software" shall mean any and all modifications or extensions to the
Licensor Modules made by Consultant. Consultant Software shall not include configuration of Licensor
Modules.
1.5 "Creative Works".
"Creative Works" shall mean any and all original works of authorship fixed in
any tangible medium of expression, including, but not limited to, writings, charts, drawings, software,
videos, photographs, music, designs, and mask works, and further including, but not limited to, any other
subject matter for which copyright or mask work protection would apply, specifically including process
designs, computer software, materials, instructional and procedural manuals, and related documents and
copies thereof.
1.6 "Days".
"Days" shall mean calendar days.
1.7 "Deliverable" or "deliverable".
Shall mean an item and/or a service to be provided by either Consultant or
LACCD, or both, and which is identified as a Deliverable in the Statement of Work.
1.8 "Implementation" or "Implement".
"Implementation" or "Implement" shall mean the process by which the
Licensed Software is installed, implemented, and adapted for use by LACCD as provided in this
Agreement. Implementation includes, but is not limited to planning, designing, knowledge transfer,
converting of systems, and reengineering of business processes.
1.9 "Intellectual Property".
"Intellectual Property" shall mean all ideas, Inventions (whether patentable or
not and whether or not such inventions are described or claimed in any patent or patent application), Joint
Inventions, discoveries, improvements, designs (useful or ornamental), technical or other information,
and works subject to copyright, all as may be manifest in or result from specifications, manuals, reports,
drawings, functional or system block diagrams, flowcharts, circuit diagrams, design or user
documentation, engineering notebooks, schematics, simulation data, procedures, processes, flows,
software, firmware or other tangible or intangible embodiments of information, which relate to the
concept, function, design, development, manufacture, testing, use, operation, maintenance or repair of
any system (whether hardware, software, or combined) product, apparatus, article of manufacture,
program, process, method, or service. "Intellectual Property" shall also include patents, patent
applications (including continuations, continuations-in-part, divisions, reissues, reexamined patents and
patent applications, and extensions thereof), copyrights, trademarks, service marks, trade names, logos,
trade secrets, and any proprietary right(s) residing in or derived from the subject matter above. Excluded
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from this definition are _____ Modules and _____ Documentation.
1.10 "Invention".
"Invention" shall mean an idea, design, technique, invention, discovery, or
improvement thereof, patentable or not, any part of which is conceived or reduced to practice in
performance of this Agreement by Consultant or Consultant's Personnel. An Invention made by
Consultant or Consultant's Personnel with LACCD Personnel is a "Joint Invention."
1.11 "LACCD".
"LACCD" shall include LACCD and any person or entity to which this
Agreement is assigned in accordance with Section 20 (Assignment).
1.12 "Licensor".
"Licensor" shall mean ____________________________________ or
_____________________________________.
1.13 "Licensor Modules".
"Licensor Modules" shall mean all Licensor software identified in the Statement
of Work.
1.14 "Proprietary or Confidential Information".
"Proprietary or Confidential Information" means, with respect to LACCD, all
information disclosed concerning the past, present or future business activities of LACCD, its employees,
Consultants and/or students, as well as any information reasonably identifiable as the confidential and
proprietary information of LACCD. With respect to _________________________ (collectively,
"________" or "Licensor"), "Proprietary Information" means the _________ software and _________
documentation and any complete or partial copies thereof, the program concepts, third-party database,
any other third-party software licensed with or as part of the _____ software, benchmark results; as well
as any information reasonably identifiable as the confidential and proprietary information of ________.
"Proprietary Information" does not include any information which (i) is or becomes publicly available
through no act or failure of the other party; or (ii) was or is rightfully acquired by the other party from a
source other than the disclosing party prior to receipt from the disclosing party; or (iii) becomes
independently available to the other party as a matter of right.
LACCD shall require Consultant’s staff /project team and subconsultants to sign
a Duty of Confidentiality Agreement form prior to working on the project.
1.15 "Statement of Work".
"Statement of Work" shall mean the tasks and events leading to Implementation
of the System, as described in the Statement of Work attached hereto as Exhibit "___" (Statement of
Work).
1.16 "System".
"System" shall mean the operation of all Licensor Modules set forth in the
Statement of Work, as Implemented, and includes Consultant Software.
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1.17 "Users" .
"Users" shall mean any individual or entity authorized by LACCD to use the
System under this Agreement.
2. Term.
2.1 Initial Term. This Agreement shall be effective as of the Reference Date and
shall continue in effect until the earlier of (a) the date that all services to be provided by Consultant to
LACCD under this Agreement have been completed, or (b) _______________ (the "Initial Term"), unless
earlier terminated as provided herein. In the event LACCD modifies or adds Deliverables in accordance
with Section 6.1 (A), or scales back Consultant's project staff in accordance with Section 6.1(B), the term
of this Agreement shall, unless earlier terminated, be extended until (a) the date that all services to be
provided by Consultant to LACCD under this Agreement have been completed, or (b) a date mutually
agreed upon by the parties. Time is of the essence under this Agreement.
2.2 Optional Term. LACCD, at its sole discretion and option, may elect to extend the
term of this Agreement for a period beyond the Initial Term (the "Optional Term") during which
Consultant shall perform some or all of the services specified in the Optional Statement of Work attached
hereto as Exhibit "____."
3. Scope of Work.
3.1 Statement of Work. The Statement of Work, attached hereto as Exhibit "A,"
defines Consultant's scope of work under this Agreement and includes a general listing of the
Deliverables to complete the Implementation within the Maximum Payment Obligations specified in
Section 9 of this Agreement. The parties agree that the Detailed Scope Document appearing as the first
Deliverable under "Principal Deliverables" in the Phase I Project Preparation portion of the Statement of
Work shall be incorporated into and become part of the express terms of the Statement of Work.
Notwithstanding the foregoing, if the parties disagree regarding the inclusion of certain items within the
Detailed Scope Document (the "disputed items"), and LACCD insists that the disputed items be included
in the Detailed Scope Document, Consultant shall be under no obligation to perform any of the services or
provide any of the Deliverables which relate to the disputed items.
3.2 Optional Statement of Work. LACCD, at its sole discretion and option, may
request that Consultant perform some or all of the services set forth in the Optional Statement of Work
attached hereto as Exhibit "___." Upon LACCD's request for Consultant to perform such services, all
terms and conditions of this Agreement shall be binding upon Consultant's performance of the Optional
Statement of Work, and such Optional Statement of Work shall become part of this Agreement.
4. Administration of Agreement - Consultant
4.1 Consultant's Project Manager.
Consultant's Project Manager shall be responsible for Consultant's day-today
activities as related to this Agreement and for reporting to LACCD in the manner set forth in Section 4.3
(Reporting by Consultant). The Project Manager shall also assign and schedule Consultant Personnel to
perform all of the services required by Consultant under this Agreement, and act as Consultant's initial
representative for dispute resolution. Consultant's Project Manager shall meet and confer with LACCD's
Project Manager on a regular basis and shall use all reasonable efforts to obtain Licensor's cooperation
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and assistance in completing the Implementation. Consultant's Project Manager shall be the full-time
employee set forth in Exhibit "___."
4.2 Consultant Personnel.
A. Consultant agrees that all project staff assigned to perform work under
this Agreement must have experience with similar implementations in which they performed the tasks to
which they will be assigned under this Agreement. LACCD has the sole reasonable discretion to
approve or disapprove each member or proposed member of Consultant Personnel during their
performing work hereunder. No Consultant Personnel shall begin to provide any services or incur any
expenses without the prior approval of LACCD specifically authorizing that particular member of
Consultant Personnel to commence work under this Agreement. Consultant shall specifically notify
LACCD of the identity of any of Consultant's Personnel who are performing services as a subconsultant.
Consultant shall provide LACCD with a resume of each proposed initial member of Consultant
Personnel, and any proposed substitute therefor, and provide LACCD an opportunity to interview such
person prior to his performing any work hereunder. In addition, Consultant represents and warrants that
it will, to the maximum extent possible, take all necessary steps to assure continuity over time of the
composition of Consultant Personnel.
B. To the extent possible, Consultant shall use personnel from the Los
Angeles County, Orange County, Ventura County, and Riverside County areas in providing services
under this Agreement.
C. Consultant shall promptly fill any vacancy in Consultant Personnel with
personnel having qualifications at least equivalent to those of the member(s) being replaced.
D. Consultant shall supply sufficient staff to discharge its responsibilities
hereunder in a timely and efficient manner, including, without limitation, as required to comply with the
Statement of Work attached hereto. However, in the event that LACCD exercises its rights under
Section 6.1 (B) of this Agreement, the provisions of this Section 4.2(C) shall be waived to the extent that
such exercise affects Consultant's ability to complete a certain task or Deliverable.
E. In the event Consultant should ever need to remove any staff from
performing services under this Agreement for cause, Consultant shall provide LACCD with prior
adequate notice and the existing member shall remain assigned to LACCD's project for a minimum of
five (5) business days (unless LACCD requests a shorter period of time) for the purpose of
training/educating the replacement member regarding the status of the work currently being performed. In
the case of the Key Personnel identified in Exhibit "___", this time shall be extended to ten (10) business
days, unless a shorter period of time is requested by LACCD. There shall be no charge to LACCD for the
replacement member's time in providing the foregoing services during the five- (5) or ten- (10) day
training period; however, all expenses related to the existing member's performance shall remain due and
payable under the terms of this Agreement. If the removal of staff is for the purpose of reassignment to
another project of Consultant, said staff shall, at LACCD's request, if reasonably possible, be returned to
work under this Agreement within ninety (90) days of his/her removal.
F. In the event Consultant replaces a member of Consultant Personnel and
such replacement was not requested by LACCD or approved by LACCD, LACCD shall not be obligated
to pay for any fees or costs associated with any services or expenses billed by such replacement.
G. Notwithstanding any other provision of this Agreement to the contrary,
in the event that a member of Consultant Personnel performs work in a manner that is deemed
unacceptable by LACCD's Project Manager, and LACCD so notifies Consultant but Consultant fails to
correct the problem, LACCD reserves the right to disallow all costs associated with the unacceptable
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work.
H. LACCD shall have the right, at its sole reasonable discretion, to request
removal of project staff at any time.
4.3 Reporting by Consultant.
A. Weekly Meetings
To control expenditures and to provide LACCD with information as to
project status, Consultant's Project Manager shall meet at least weekly with their LACCD counterparts
to review:
(1) The status of all tasks, sub tasks, Deliverables, goods,
services, and other work scheduled to be completed during the week.
(2) The status of any unscheduled tasks, subtasks, Deliverables,
goods, services, or other work.
(3) The tasks, subtasks, Deliverables, goods, services, and
other work scheduled to be completed in the following week.
(4) Issues to be resolved and issues that were resolved, with
specific reference to issues that have or might negatively impact or in any way delay completion of a
project phase or Deliverable.
(5) Any other information which Consultant or LACCD
believe is or may be significant to the other party.
B. Alert Reports.
Consultant shall immediately notify LACCD in writing on becoming
aware of any change or problem that would impede, delay, prevent or increase the cost of completion of a
Phase or Deliverable. Such written notice shall include a detailed description of the relevant change or
problem and include recommendations for resolution or disposition.
5. Administration of Agreement - LACCD
5.1 LACCD's Project Management Team.
LACCD's Project Manager shall be responsible for LACCD's Project Team’s
performance of its tasks and for ensuring Consultant's compliance with this Agreement. LACCD's
Project Manager shall meet and confer with Consultant's Project Manager on a regular basis, as
provided in this Agreement. LACCD's Project Manager shall have the right at all times to inspect any
and all tasks, Deliverables, goods, services, and/or other work provided by or on behalf of Consultant.
LACCD's Project Team for this Agreement shall be the LACCD personnel specified in Exhibit "___."
LACCD shall notify Consultant in writing of any change in the name or address of LACCD's Project
Manager.
5.2 LACCD Personnel.
Unless otherwise stated in this Agreement, all LACCD personnel assigned to
this Agreement shall remain under the administrative supervision of LACCD, although project-related
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work assignments will be made by either Consultant's Project Manager or LACCD's Project Manager or
Team Leaders as appropriate. Except as otherwise provided in this Agreement, Consultant understands
and agrees that all such LACCD personnel are assigned only for the convenience of LACCD.
5.3 Third Party Consultants
LACCD may, in its sole reasonable discretion, separately contract with any
third party Consultant to perform any or all of the services to be performed by LACCD hereunder.
5.4 Acceptance of Deliverables.
A. Procedure.
LACCD and Consultant acknowledge that, in many cases, both parties will
work together toward the completion of the Deliverables set forth in the Statement of Work.·
Notwithstanding the foregoing, either party shall have the right to request that a Deliverable be treated as
accepted, at which time the parties will participate in good faith in the following procedure: Within
fifteen (15) business days following the date either party requests that a Deliverable be accepted (the
"Evaluation Period"), LACCD shall: (I) accept the Deliverable; (2) mutually agree with Consultant to
extend LACCD's Evaluation Period beyond ten (10) business days; or (3) provide a detailed written
Notice of Failure to Consultant. If LACCD provides a Notice of Failure to Consultant, Consultant shall
perform all services necessary to cure the failed Deliverable and thereafter request that the Deliverable
be accepted. LACCD shall then either accept the Deliverable or, if the Deliverable fails acceptance for a
second time, LACCD may, at its sole reasonable discretion, either (a) require Consultant to repeat the
above procedure or (b) pursuant to Section 5.4(B) below, seek a refund of the amounts related to any
failed Deliverable(s) for which Consultant had primary responsibility.
B. Refund of Amounts Paid.
In the event of non-acceptance of one or more Deliverable(s) for which
Consultant is primarily responsible, Consultant shall pay to LACCD, within ten (10) business days of
written notice of termination, all sums paid to Consultant by LACCD under this Agreement attributed to
the Deliverable which triggered the termination, or for all unaccepted Deliverables if the entire
Agreement is terminated. At LACCD's option, any reimbursement due to it may be credited against
other sums due and payable by LACCD to Consultant under this Agreement.
5.5 Approval of Invoices.
All invoices submitted by Consultant for payment must have the written
approval of LACCD's Project Manager prior to any payment thereof less any offsets due to LACCD,
which approval shall be provided or denied in a timely manner considering the circumstances. In no
event shall LACCD be liable or responsible for any payment prior to such written approval. LACCD
may approve all or any portion of an invoice for payment.
All invoices shall be submitted to: LACCD CIO or their designated
representative, Los Angeles Community College District, 770 Wilshire Blvd., Los Angeles, CA 90017,
with copies to the Chief Information Officer at the same address.
5.6 Format of Invoices.
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Each invoice shall summarize the date on which services were performed, the
identity of Consultant's Personnel performing such work, and the amount of time that was spent
performing those specific services. In addition, Consultant shall specify for each individual entry the
specific Deliverable(s) for which the services provided directly relate.
5.7 Invoices for Payment.
The method of payment for this Agreement will be based on Rates found in
Exhibit _____. Contractor rates shall be a fully burdened rate to include labor costs, employee benefits,
travel expenses, profit, overhead and other direct/indirect costs incurred by the Contractor in the
performance of the work. Contractor shall submit invoices, in arrears, not more frequently than
monthly. Documentation supporting charges will be submitted with each invoice, i.e., copies of time
records for personnel to support hours billed etc.
Once a month, no later than the 15th day of the month following the month in
which services are performed under this Agreement or per fixed contract terms, Consultant shall submit
to District an accurate and complete Invoice for Payment, using a form of application approved by and
satisfactory to District, signed by Consultant, requesting payment for contracted Services completed by
Consultant during the preceding calendar month that is calculated in accordance with the following:
A. a portion of the contracted Services Fees as agreed to, based on one of
the following computations, as applicable:
(1) if the Contracted Services Fees are based on an hourly/not-to-
exceed compensation, the number of hours of contracted Services performed by Consultant’s
personnel in accordance with this Agreement multiplied times the hourly rates set forth in Exhibit
A attached hereto for such personnel, but not exceeding a prorated share of the Guaranteed
Maximum Fee based on the product of (a) the percentage of Contracted Services performed in
accordance with this Agreement multiplied times (b) the Guaranteed Maximum Fee; as identified
in Section 9.
B. less, payments previously made;
C. less, amounts that District is authorized to retain or with agreement.
5.8 Disputed Calculations.
In the event that there is a disagreement between District and Consultant with respect to any of
the calculations referred to in Section 5.7, above, then Consultant shall revise and resubmit the Invoice for
Payment to reflect such percentages as determined by District, in the exercise of its good faith judgment,
to be appropriate.
5.9 Accompanying Documentation.
Invoices for Payment submitted by Consultant shall be accompanied by the following:
A. copies of supporting documentation satisfactory to District
substantiating Consultant’s request for compensation for contracted Services (including, without
limitation, time sheets verifying actual hours and tasks performed, invoices and other accounting
records verifying sums incurred);
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B. a brief narrative progress report which shall include, at a minimum, a
description of the progress accomplished in the period of time covered by the current Invoice for
Payment, the current status of the Consultant’s performance of services, any problems or delays
encountered and a forecast of services that will be completed in the next thirty (30) days.
5.10 Payment by District.
A. Payment.
Except as otherwise provided in this paragraph, with respect to final payment,
payment of undisputed amounts included in an Invoice for Payment prepared and submitted in
accordance with this Agreement shall be made by District monthly within thirty (30) days after
receipt by District of an Invoice for Payment requesting payment that is prepared and submitted
in accordance with this Agreement or according to payment terms. Payment of undisputed
amounts included in an Invoice for Payment prepared and submitted in accordance with this
Agreement in which Consultant requests final payment (meaning, the last and final amount
payable to Consultant for any compensation under this Agreement) shall be made by District
within forty-five (45) days after receipt by District of the Invoice for Payment requesting final
payment.
B. Waiver of Claims.
Acceptance of final payment by Consultant shall constitute a waiver of all
claims by Consultant, except for those previously made in writing and identified by Consultant
as unsettled in Consultant’s Invoice for Payment requesting such final payment that is prepared
and submitted in accordance with this Agreement.
5.11 Withholding.
District shall have the right, in the event of a breach by Consultant of any
provision of this Agreement, to withhold payment from Consultant, including, without
limitation, the right to withhold amounts to protect against losses or liabilities occurring or
threatened as a result of such breach.
5.12 Continuous Performance.
Consultant shall not stop, slow, or suspend performance of Contracted Services
on account of any good faith dispute between District and Consultant, including, without
limitation, any dispute as to the amount due and payable to Consultant under this Agreement for
Services, or Additional Services.
5.13 Taxes.
The compensation agreed to in this Agreement includes all applicable and
required federal, state, and local sales or other taxes, if any.
6. Change Control.
6.1 Change in Scope
During the term of this Agreement, LACCD maintains the right to control the
manner in which this Agreement is performed. As such, LACCD, in its sole reasonable
discretion, shall have the right to:
(A) modify, add to or delete any of the Deliverables contained within The
Statement of Work
(B) upon thirty (30) days prior notice to Consultant, scale back Consultant's
project staffing at any time and redirect the portion of the budget related to that staffing to other project
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areas or uses; and/or
(C) upon thirty (30) days prior notice to Consultant, separately contract with
any third party Consultant to perform any or all of the services to be performed by Consultant under the
terms of this Agreement (and such contract shall not be deemed to be an assignment on the part of
LACCD).
If Consultant believes that LACCD's exercise of its rights under Section 6.1 (A)
or Section 6.1 (B) interferes with its ability to meet any Deliverable, Consultant shall provide LACCD
with an Alert Report pursuant to Section 4.3(C). LACCD and Consultant shall thereafter meet and discuss
the impact, if any, which LACCD's exercise of rights hereunder, has upon the particular Deliverable(s)
identified by Consultant. If, after meeting together, the parties are unable to agree on the withdrawal of
the Alert Report or otherwise agree upon an amendment to the Statement of Work, Consultant shall be
under no obligation to perform any of the services or provide any of the Deliverables which Consultant
has identified in its Alert Report as being impacted by LACCD's actions. Notwithstanding the fact that
Consultant shall thereafter have no further responsibility for such services or Deliverables, nothing herein
shall relieve Consultant of any duty or obligation arising under any warranty or remedy provision
contained within this Agreement related to services or Deliverables completed by Consultant prior to the
date of the Alert report.
If LACCD appoints a third party Consultant to perform any services which
originally were to be performed by Consultant, Consultant shall thereafter have no responsibility for such
services. Notwithstanding the foregoing, Consultant shall fully cooperate with LACCD in the transition to
a third party Consultant. Such cooperation shall include, but shall not be limited to, providing parallel
services until LACCD's transition is completed. In the event such transition services are requested by
LACCD, Consultant agrees to provide such services for a period not to exceed sixty (60) days (unless the
parties agree to a longer period of time), and Consultant shall be paid at its then current rates for such
services, unless such transition of services is necessitated as a result of a termination of this Agreement
for cause.
6.2 Change in Price
Any increase in price of this Agreement shall require proof from the Consultant and a
finding by both parties that modifications that increase costs to the Agreement requested by LACCD
would cause a substantial financial impact on Consultant. In addition, any price changes to this
Agreement must be approved by LACCD's Board of Trustees. In the event LACCD's Board of Trustees
fails to approve said price increase Consultant shall not be bound to perform the additional services or
provide the additional Deliverables which resulted in the increase in price. Thereafter, any such changes
(including changes to the Maximum Payment Obligations) will be documented in accordance with
Section 21 of this Agreement. Conversely, if LACCD or both parties agree to decrease the scope of
services under this Agreement, it is expected that a decrease in the contract price shall also occur.
7. Work Space and Materials.
LACCD agrees to provide reasonable workspace, general office supplies, and
appropriate computer access time for Consultant Personnel while working at LACCD's facilities.
Any additional or unusual materials needed by Consultant Personnel in connection with the
performance of services hereunder shall be provided at Consultant's expense or as otherwise
specified in the Statement of Work.
8. Documentation
At LACCD's request, Consultant shall provide LACCD with documentation relating
to the design and Implementation of the System as specified in the Statement of Work. Consultant
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shall convey any ownership and other intellectual property rights in the Documentation as provided
in Section 16 (Intellectual Property).
9. Payment.
9.1 Consultant Fees.
For all labor billed by Consultant, payments shall be based on 100% of all
payments upon receipt of planned deliverables identified by the parties for that phase of the project.
Payment is contingent on LACCD’s full acceptance of substantial completion of all deliverables
associated with a particular project milestone. A Deliverables review, acceptance, and rejection,
correction and re-submission process shall be established by the LACCD and implemented upon mutual
acceptance of the process by the parties.
9.2 Rate Increases.
The rates set forth in Exhibit “____" shall be fixed for a period of eighteen (18)
months from the Reference Date. To the extent possible, Consultant shall use personnel from the Los
Angeles County, Orange County, Ventura County, and Riverside County areas in providing services
under this Agreement.
9.3 Changes in Labor Rates due to Promotions.
In the event that Consultant promotes staff assigned to perform work under this
Agreement to a higher position with an increase in compensation, Consultant shall continue to bill such
staff to LACCD at the rate in effect at the inception of this Agreement.
9.4 Payment Does Not Imply Acceptance.
The making of any payment or payments by LACCD, or the receipt thereof by
Consultant, shall not imply acceptance by LACCD of any services or work performed hereunder or the
waiver of any warranties or requirements of this Agreement. LACCD expressly reserves the right to
disallow any charges which do not conform to the terms of this Agreement or which are otherwise
deemed to be excessive, unnecessary or duplicative of other charges.
9.5 Maximum Payment Obligations.
Except as provided in Section 14, LACCD's maximum payment obligation to
Consultant under this Agreement shall not exceed any of the following maximum amounts:
9.5.1 The Phase Maximum for fees under Phase I as described in the Statement
of Work shall be __________________________ ($__________). Thereafter, prior to the conclusion of
each phase described in the Statement of Work, the parties shall agree to a Phase Maximum for the next
succeeding phase.
9.5.2 Annual Maximums. The Annual Maximums for fees shall be as follows:
[TBD] (the “Annual Maximums”)
9.5.3 Project Maximum. The amount of [TBD] in the aggregate, including
all fees and expenses (the "Project Maximum").
9.5.4. Maximum Payment Obligations. The Phase Maximums, the Annual
Maximums and the Project Maximum shall be collectively referred to as the "Maximum Payment
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Obligations" and shall be inclusive of all amounts payable to Consultant for its costs arising from, or
due to termination of, this Agreement. The following priority of maximums shall govern: (1) Project
Maximum; (2) Annual Maximum; and (3) Phase Maximum
10. Consultant's Representations, Warranties and Covenants.
10.1 Service Warranty.
Consultant represents, warrants and agrees that all services to be provided
under this Agreement shall be performed in a professional, competent, and timely manner by
appropriately qualified personnel in accordance with the Statement of Work and as otherwise provided
in this Agreement. LACCD has received from Consultant the Qualifications and Experience
Statements and Resumes (attached as Exhibit "__") and, in selecting Consultant to provide the services
pursuant to this Agreement, LACCD has relied upon the representations and warranties contained
therein regarding Consultant's technical skills and abilities, as well as the profiles and background
experience of Consultant's personnel who are listed in that document. In addition to the Qualifications
and Experience Statements and Resumes provided, Consultant further represents, warrants and agrees
as being true and correct its representations and warranties made in this Agreement as well as
Consultant's Proposal (attached as Exhibit "___").
10.2 Limited Warranty.
Consultant represents, warrants, and covenants that for a period of twenty-four
(24) months after the entire System is first used in actual production, so long as the System is not
thereafter modified by LACCD without the consent or participation of Consultant, the System shall
continue to operate in the same manner as such System operated at the time of the Go Live date
pursuant to the appropriate phase identified in the Statement of Work. One or more of the Licensor
Modules comprising the System shall be deemed modified if any upgrade, patch, or change note issued
by Licensor is Implemented by any party other than Consultant and such upgrade, patch or change
note has a significant effect on such particular Licensor Module(s).
10.2 Limited Warranty.
Consultant represents, warrants, and covenants that for a period of twenty-four
(24) months after the entire System is first used in actual production, so long as the System is not
thereafter modified by LACCD without the consent or participation of Consultant, the System shall
continue to operate in the same manner as such System operated at the time of the Go Live date
pursuant to the appropriate phase identified in the Statement of Work. One or more of the Licensor
Modules comprising the System shall be deemed modified if any upgrade, patch, or change note issued
by Licensor is Implemented by any party other than Consultant and such upgrade, patch or change
note has a significant effect on such particular Licensor Module(s).
10.3 Correction. Repair. or Replacement.
A. Consultant represents, warrants and agrees that during the term of the
Limited Warranty set forth in Section 10.2 it shall make all corrections, adjustments, or modifications,
whether by repair, rework, replacement, or otherwise (collectively referred to for purposes of this
Section as "Corrective Action(s)"), necessary to comply with the warranties set forth in this Section
10 relating to Consultant's services provided under this Agreement, at no additional charge to LACCD.
B. If any Corrective Action to the System, or any part thereof, is required
to make the System conform to the warranty requirements of this Agreement, LACCD shall promptly
inform Consultant in writing of its request for such Corrective Action. Consultant shall promptly, and
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without additional cost to LACCD, take all reasonable steps to initiate Corrective Action of the
System, or part thereof, as soon as practicable, but in no event shall Consultant take longer than ten
business (10) days from receipt of a notice to take Corrective Action to complete such work unless
mutually agreed in writing by the parties.
10.3 Correction. Repair. or Replacement.
A. Consultant represents, warrants and agrees that during the term of the
Limited Warranty set forth in Section 10.2 it shall make all corrections, adjustments, or modifications,
whether by repair, rework, replacement, or otherwise (collectively referred to for purposes of this
Section as "Corrective Action(s)"), necessary to comply with the warranties set forth in this Section
10 relating to Consultant's services provided under this Agreement, at no additional charge to LACCD.
B. If any Corrective Action to the System, or any part thereof, is required
to make the System conform to the warranty requirements of this Agreement, LACCD shall promptly
inform Consultant in writing of its request for such Corrective Action. Consultant shall promptly, and
without additional cost to LACCD, take all reasonable steps to initiate Corrective Action of the
System, or part thereof, as soon as practicable, but in no event shall Consultant take longer than ten
business (10) days from receipt of a notice to take Corrective Action to complete such work unless
mutually agreed in writing by the parties.
10.4 Assignment of Warranties.
Consultant hereby assigns and agrees to deliver to LACCD all
representations and warranties received by Consultant from Third Party Suppliers.
10.5 Acceptance Testing.
Each product will be tested upon completion of installation to ensure
accurate and complete working order. All products must be in full working order or
invoice(s) will NOT be processed for payment until sign-off on acceptance testing
completion and or acceptance of specified deliverables by District. In addition, final
payment shall not be issued to the Consultant unless the entire system is acceptance tested
and deemed to be in full and complete working order by the District.
10.6 Maintenance Services.
Maintenance for the systems shall be provided throughout the term of this
Agreement which is detailed further in the RFP with the following objectives:
Provide a single telephone number, email address, and/or web interface for
maintenance requests which will be addressed by a consistent vendor representative receiving requests
from designated district contact persons. Live Help Desk Support shall be provided at a minimum during
these business hours: M-F 7:00 a.m. – 6:00 p.m. PST; Sat. and Sun negotiable with the District.
10.7 Litigation Warranty.
Consultant represents, warrants and agrees that there are no existing or threatened
legal proceedings against Consultant that would have an adverse effect upon its ability to perform its
obligations under this Agreement or its financial condition or operations.
10.8 Virus Warranty.
Consultant represents, warrants and agrees that Consultant will not cause,
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whether intentionally or negligently, any unplanned interruption of the operations of, or accessibility to,
the System or any portion thereof through any device, method or means including, without limitation, the
use of any 'virus,' 'lockup,' 'time bomb,' or 'key lock' device or program, or disabling code, which has the
potential or capability of causing any unplanned interruption of the operations of, or accessibility of the
System or any portion thereof to LACCD or any User or which could alter, destroy, or inhibit the use of
the System or any portion thereof or the data contained therein (collectively referred to for purposes of
this Section as "Disabling Device(s)") which could block access to or prevent the use of the System or
any portion thereof by LACCD or Users. Consultant represents, warrants and agrees that it has not
purposely placed, nor is it aware of, any Disabling Device on any portion of the System provided to
LACCD under this Agreement, nor shall Consultant knowingly permit any subsequently delivered
portion of the System to contain any Disabling Device.
10.9 Insurance Premiums.
Consultant represents, warrants and agrees that it will pay all premiums,
deductible amounts, and other costs required to maintain all insurance policies in accordance with
Section 15 (Insurance and Indemnity) herein.
10.10 Warranty Against Contingent Fees.
Consultant warrants 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 contingent fee, excepting bona fide established commercial or selling
agencies maintained by Consultant for the purpose of securing business. For breach or violation of
this warranty, LACCD may terminate this Agreement and, at its sole discretion, to deduct from the
amounts paid hereunder, or otherwise recover, the full amount of such commission, percentage,
brokerage, or commission fee.
10.11 Representations and Warranties Throughout Agreement.
It is understood and agreed by the parties that Consultant's representations
and warranties are set forth throughout this Agreement and are not confined to this Section 10
(Consultant's Representations, Warranties and Covenants).
11. Protection of Proprietary Information.
11.1. Consultant is authorized in performing the services set forth in Section 3 to use
LACCD's and Licensor's Proprietary Information provided that:
A. Consultant acknowledges that ownership of and title in and to all
intellectual property rights, including patent, trademark, service mark, copyright, and trade secret rights,
in the _____ Proprietary Information are and shall remain in ____ and its licensors. Consultant acquires
only the right to use the ____ Proprietary Information for the purposes of carrying out its obligations
pursuant to this Agreement and does not acquire any ownership rights or title in or to the _____
Proprietary Information and that of ____ licensors. Consultant shall not copy, translate, disassemble, or
decompile, nor create or attempt to create, by reverse engineering or otherwise, the source code from the
object code of Licensor Modules. In the event source code is provided to Consultant, LACCD or _____,
in their sole discretion, reserve the right to delete, or to require the deletion of, such source code and all
copies thereof in Consultant's possession or control.
B. Consultant agrees to take all reasonable steps and the same protective
precautions to protect the Proprietary Information from disclosure to third parties as with its own
proprietary and confidential information. Neither party shall, without the other party's prior written
consent, disclose, provide, or make available any of the Proprietary Information of the other party in any
form to any person, except to its bona fide employees, officers, directors, or third parties whose access is
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necessary to enable such party to exercise its rights hereunder. Each party agrees that prior to disclosing
any Proprietary Information of the other party to any third party, it will obtain from that third party a
written acknowledgment that such third party will be bound by the same terms as specified in this section
with respect to the Proprietary Information.
11.2 Consultant accepts full responsibility for the acts or omissions of its employees,
officers and agents with respect to Proprietary Information; and Consultant shall defend, indemnify and
hold harmless LACCD, its Board of Trustees, officers, employees and agents against any and all losses or
damages suffered by LACCD or ____ arising from and/or in connection with any breach of
confidentiality or inappropriate use of any proprietary information.
11.3 In the event Consultant develops, either independently or with LACCD, any
modifications or extensions to the ____ software, or any other code or tangible product pursuant to the
services to be provided by Consultant hereunder (collectively, "Work"), such Work and all rights
associated therewith shall be the exclusive property of LACCD, and Consultant will not grant, either
expressly or impliedly, any rights, title, interest or licenses to such Work to any third party. Consultant
further agrees to assign all right, title and interest to any such Work and to execute, acknowledge and
delivery to LACCD any documents and do all things necessary to transfer ownership of such Work to
LACCD. Consultant agrees to secure such necessary rights and obligations from any of its employees or
independent Consultants to satisfy the above obligations.
12. Termination.
12.1 Termination for Cause.
In addition to any other provision in this Agreement allowing a party to
terminate this Agreement, and without limiting any other remedies available at law, in equity, or under
this Agreement, if either party materially or repeatedly defaults in the performance of any of its duties or
obligations under this Agreement, and: (1) within thirty (30) days after written notice is given to the
defaulting party specifying the default, it is not cured to the reasonable satisfaction of the party giving
the notice of default, or (2) with respect to those defaults that cannot reasonably be cured within thirty
(30) days, if the defaulting party fails to commence curing the default within fifteen (15) days after
receipt of the notice of default, and to continue proceeding with all due diligence to cure the default, then
the party not in default may terminate this Agreement by giving written notice of termination to the
defaulting party, which termination shall be effective immediately upon receipt of the notice of
termination. If the default is incapable of being cured, then the thirty (30) day cure period shall not
apply, and notice of termination may be given directly by the party not in default.
12.2 Termination for Other than Cause.
Notwithstanding any other provision of this Agreement, LACCD may terminate
this Agreement upon thirty (30) days written notice to Consultant. Within thirty (30) days after the
effective date of such termination, LACCD shall pay Consultant for work performed and accepted as of
the date of termination. With regard to work in progress, including, without limitation, work performed
but not yet accepted by LACCD, LACCD shall pay Consultant for the services performed at the hourly
rates set forth in Exhibit "____," but not to exceed the total number of hours which would have
reasonable been required to complete the Deliverable(s) associated with such work
12.3 Consultant's Cooperation in the Event Of Termination.
Consultant understands and agrees that LACCD's operations depend on the
successful Implementation and use of the System, and that the inability to use the System could result in
irreparable damage to LACCD. Therefore, Consultant agrees that in the event of any termination of this
Agreement (with the exception of a termination for non-payment by LACCD), Consultant shall fully
cooperate with LACCD in the transition to a new services vendor. Such cooperation shall include, but
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shall not be limited to, providing parallel services until LACCD's vendor transition is completed. In the
event such transition services are requested by LACCD, Consultant agrees to provide such services for a
period not to exceed sixty (60) days (unless the parties agree to a longer period of time), and Consultant
shall be paid at its then current rates for such services, unless such services are necessitated as a result of
a the District’s termination of this Agreement for cause.
13. Withhold Remedy.
In addition to, and cumulative to all other remedies in law, at equity and provided
under this Agreement, in the event Consultant is in default of its duties or obligations under this
Agreement and it fails to cure the default within fifteen (15) days after receipt of written notice of
default from LACCD, LACCD may, without waiving any other rights under this Agreement, elect to
withhold from any payments due to Consultant under this Agreement during the period beginning
with the 16th day after Consultant's receipt of notice of default and ending on the date that the
default has been cured to the reasonable satisfaction of LACCD. The amount to be withheld pursuant
to this Section 13 shall be equal to the amount directly invoiced to the Deliverable(s) which is/are the
subject of the default. Upon curing of the default by Consultant, LACCD will cause the withheld
payments to be paid to Consultant, without interest, and less any credit amounts as provided in this
Section.
14. Limitations of Liability and Damages.
14.1 Direct Damages.
Except as otherwise provided in this Section 14, each party's liability to the
other party for direct damages arising out of this Agreement shall be limited to the amount actually
paid to Consultant.
14.2 Consequential. Indirect. Special. and Incidental Damages.
Consultant shall be liable to LACCD for any loss of data or loss of use of
the System caused by Consultant, as well as the cost to LACCD to restore operation of the System;
however, in no event shall Consultant's liability exceed $10,000,000. Except for the foregoing,
neither party shall be liable to the other party for consequential, indirect, special, and incidental
damages arising out of a breach of any other provisions of this Agreement.
14.3 Punitive and Exemplary Damages.
The parties agree that neither party shall be liable to the other party for
punitive or exemplary damages.
14.4 Exception to Limitations of Liability.
The damage exclusions and limitations set forth in this Section 14 shall not
apply to the indemnity obligations in Sections 15.7. 15.8. and 15.9.
15. Insurance And Indemnity.
15.1 Required Insurance Coverages.
Without limiting Consultant's indemnification of LACCD as provided
herein and as a material condition of this Agreement, the Consultant shall obtain, pay for, and
maintain in full force and effect during the Term of this Agreement insurance with limits, coverages,
terms, and conditions at least as broad as shown below:
A. Workers’ compensation and employer’s liability insurance on a state-
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approved policy form providing statutory benefits as required by law with employer’s liability limits no
less than $1,000,000 per accident for all covered losses;
B. Commercial general liability insurance with coverage at least as broad as
provided by Insurance Services Office form CG 00 01 with limits not less than one million dollars
($1,000,000) per occurrence, two million ($2,000,000) annual aggregate;
C. Business auto liability insurance with coverage at least as broad as
provided by Insurance Services office form CA 00 01 with limits not less than one million dollars
($1,000,000) combined single limit, including owned, non-owned, and hired autos;
D. Excess or umbrella liability following form to the above liability
coverages, including employer’s liability, with limits no less than four million dollars ($4,000,000) per
occurrence and annual aggregate;
E Professional Liability Insurance (Errors and Omissions) covering
activities and services as provide under this agreement with limits not less than twenty million dollars
($20,000,000) per claim and annual aggregate.
15.2 Claims Made Coverages.
To the extent any insurance coverage required under this Section is purchased
on a "claims-made" basis, such insurance shall cover all prior acts of Consultant during the Support
Term of this Agreement, and such insurance shall be continuously maintained until at least three (3)
years beyond the expiration or termination of this Agreement, or Consultant shall purchase "tail"
coverage, effective upon termination of any such policy or upon termination or expiration of this
Agreement, to provide coverage for at least one (1) year from the occurrence of either such event.
15.3 Evidence of Insurance.
Consultant agrees to provide evidence of the insurance required herein,
satisfactory to District, consisting of: a) certificate(s) of insurance evidencing all of the coverages
required and, b) an additional insured endorsement to Consultant’s general liability policy, or in the
alternative, evidence of automatic additional insured status where required by contract. Consultant
agrees, upon request by District to provide complete, certified copies of any policies required within 10
days of such request. Any actual or alleged failure on the part of District or any other additional insured
under these requirements to obtain proof of insurance required under this Agreement in no way waives
any right or remedy of District or any additional insured, in this or in any other regard.
15.4 Subconsultants To Be Insured.
Consultant shall require all of its subconsultants to carry insurance coverages
and limits as agreed to and approved in writing by LACCD.
15.5 Cancellation Or Lapse Of Insurance.
Consultant shall give thirty (30) days' prior written notice by certified mail,
return receipt requested, to LACCD of cancellation, non-renewal, or material change in coverage, scope,
or amount of any policy. Should Consultant fail to keep in effect at all times the insurance coverages
required under this Section 15, LACCD may, in addition to and cumulative with any other remedies
available at law, equity, or hereunder withhold payments to Consultant required under this Agreement in
an amount sufficient to procure the insurance required herein.
15.6 Other Insurance Requirements.
Insurance policies required hereunder, except professional liability, shall be
issued by insurance companies (i) authorized to do business in the State of California, and (ii) with an
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A.M. Best rating no lower than A-: VI. Upon written request by LACCD, Consultant will provide to
LACCD policy extracts and policy form numbers to clarify an insurance certificate or as otherwise
needed in the course of LACCD's business activities. LACCD shall be added as an insured on the
commercial general liability insurance policy.
15.7 Indemnity for Injury to Persons and Tangible and Intangible Property.
A. Consultant's Indemnity.
At Consultant's expense as provided herein, Consultant agrees to
defend, indemnify, and hold harmless LACCD and its Users, Board of Trustees, directors, officers,
agents, employees, members, subsidiaries, joint venture partners, and predecessors and successors in
interest from and against any claim, action, proceeding, liability, loss, damage, cost, or expense,
including, without limitation, attorneys' fees as provided herein (collectively referred to for purposes
of this Section 15.7 as "Claim(s)") arising out of any alleged act or failure to act by Consultant or its
directors, officers, agents or employees, including, without limitation, negligent or willful misconduct,
alleged to (I) cause any injury to any person or persons or damage to tangible or intangible property,
or (2) breach the provisions of Section 17 (Ownership And Non-Disclosure Of Proprietary Or
Confidential Information) relating to Consultant's use of confidential information owned or controlled
by LACCD (collectively referred to for purposes of this Section 15.7 as "Claim(s)") by paying all
amounts that a court finally awards or that Consultant agrees to in settlement of any Claim( s) as well
as any and all Consultant authorized expenses or charges as they are incurred by LACCD or any other
party indemnified under this Section 15.7 in cooperating in the defense of any Claim(s). To qualify for
such defense and payment, LACCD must: (i) give Consultant prompt written notice of such Claim;
and (ii) allow Consultant to control, and fully cooperate with Consultant in, the defense and all related
negotiations.
B. LACCD's Indemnity.
At LACCD's expense as described herein, LACCD agrees to defend,
indemnify, and hold harmless Consultant, its partners, principals, agents and employees, from and
against any Claim(s) arising out of LACCD's sole negligence or willful misconduct, alleged to cause
any injury to any person or persons or damage to tangible or intangible property by paying all amounts
that the court finally awards, or that LACCD agrees to in settlement of any Claim(s), as well as any
and all LACCD authorized expenses or charges as they are incurred by Consultant in cooperating in
the defense of any Claim(s). To qualify for such defense and payment, Consultant must: (i) give
LACCD prompt written notice of such Claim; and (ii) allow LACCD to control, and fully cooperate
with LACCD in, the defense and all related negotiations.
15.8 Damage to LACCD Facilities. Buildings or Grounds.
Consultant shall repair, or cause to be repaired, at its own cost, any and all
damage to LACCD's facilities, buildings or grounds caused by Consultant or employees or agents of
Consultant. Consultant shall make required repairs within thirty (30) days after becoming aware of
such damage, or prepare a plan to do so which is reasonably acceptable to LACCD. If Consultant fails
to make timely repairs, LACCD may make any necessary repairs. All costs incurred by LACCD, as
determined by LACCD, for such repairs shall be repaid by Consultant by cash payment upon demand,
or without limitation of all LACCD's other rights and remedies provided by law or under this
Agreement, LACCD may deduct such costs from any amounts due to Consultant from LACCD under
this Agreement.
15.9 Proprietary Rights Indemnity.
At Consultant's expense as described herein, Consultant agrees to defend,
indemnify, and hold harmless LACCD and its Users, Board of Trustees, directors, officers, agents,
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employees, members, subsidiaries, joint venture partners, and predecessors and successors in interest
from and against any claim, action, proceeding, liability, loss, damage, cost, or expense, including,
without limitation, attorneys' fees as provided herein, arising out of any claim that the Intellectual
Property infringes upon or otherwise violates any copyright, trade secret, trademark, service mark,
patent, invention, proprietary information, or other rights of any third party, that (collectively referred
to for purposes of this Section as "Infringement Claim(s)") by paying all amounts that a court finally
awards or that Consultant agrees to in settlement of such Infringement Claim( s) as well as any and all
expenses or charges arising from such Infringement Claim(s) (including attorneys fees) as they are
incurred by LACCD or any other party indemnified under this Section. LACCD also agrees that, if the
Intellectual Property or any part thereof, becomes, or in Consultant's opinion is likely to become, the
subject of an infringement Claim(s), LACCD will permit Consultant, at Consultant's option and
expense for all associated costs, either to procure the right for LACCD to continue to use the
Intellectual Property or part thereof, or to replace or modify the Intellectual Property with another item
of comparable quality and performance capabilities to become non-infringing, provided such
replacement or modification does not cause the System or any portion thereof, or any LACCD
business process to fail to conform to System specifications or business process design, as applicable.
In the event LACCD's ongoing use of the Intellectual Property or any part of it, is the subject of any
act by a third party arising from an infringement Claim that would preclude or impair LACCD's use of
the Intellectual Property or System or portion thereof (e.g. injunctive relief), or if LACCD's continued
use of the intellectual Property or System or any portion thereof may subject it to punitive damages or
statutory penalties, LACCD shall give written notice to Consultant of such fact(s). Upon notice of
such facts, Consultant shall procure the right for LACCD to continue to use the Intellectual Property
or System or any portion thereof, or replace or modify the Intellectual Property or System with another
system or components of comparable quality and performance capabilities to become non-infringing.
If Consultant fails to complete the remedial acts set forth above within forty five (45) days of the date
of the written notice from LACCD, LACCD shall have the right to take such remedial acts it
determines to be reasonable to mitigate any impairment of its use of the Intellectual Property or
System or any portion thereof or damages (hereafter referred to as "LACCD's Remedial Acts").
Consultant shall indemnify LACCD for all amounts paid and direct and indirect costs associated with
LACCD's Remedial Acts. Failure by Consultant to pay such amounts within ten (10) days of invoice
by LACCD shall, in addition to, and cumulative to all other remedies entitle LACCD to immediately
withhold payments due to Consultant under this Agreement up to the amount paid in connection with
LACCD's Remedial Acts.
15.10 Indemnities Throughout Agreement.
It is understood and agreed by the parties that Consultant's indemnification
obligations are set forth throughout this Agreement and are not confined to this Section 15 (Insurance and
Indemnity).
16. Intellectual Property.
16.1 Disclosure and Assignment of Intellectual Property.
Except for those items of Intellectual Property identified in Exhibit "___"
(Excluded Items), subject to amendment by the parties, Consultant hereby assigns and agrees to assign,
and LACCD accepts and agrees to accept, all rights, title, and interest in and to all Intellectual Property,
made or conceived, or actually or constructively reduced to practice, whether solely by Consultant or
jointly with others, to the extent such Intellectual Property is incorporated into the Deliverables (hereafter
referred to as "Embedded Intellectual Property"). Consultant further agrees to provide, and agrees to
cause its employees, agents, and subconsultants to provide, to LACCD all reasonable assistance to enable
LACCD to perfect, for the benefit of LACCD, all rights in Embedded Intellectual Property. Such
assistance shall include, but not necessarily be limited to, (i) signing patent and copyright applications,
oaths or declarations, and grants, assignments, and acknowledgments. in favor of LACCD, as well as such
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ancillary and confirmatory documents as may be required or appropriate, to insure that title in Embedded
Intellectual Property is clearly and exclusively vested in LACCD, within the United States and any and all
foreign countries, and (ii) upon the reasonable request of LACCD, furnishing all relevant information and
documentation in the possession of Consultant and not otherwise reasonably available to LACCD,
including information and documentation required by LACCD for submission to the United States Patent
and Trademark Office and/or to the United States Copyright Office. Upon adequate notice by LACCD,
Consultant also shall make available to LACCD, at reasonable times and places for interviewing
purposes, necessary employees or agents of Consultant, in order that LACCD might obtain information
relating to the application for and prosecution of rights in Embedded Intellectual Property. Consultant
also agrees to secure from such of its employees, agents, or subconsultants, to the extent necessary and
upon the request of LACCD, the assignment of the above-mentioned rights in Intellectual Property, as
well as the execution of all papers submitted relating to the application for and prosecution of such rights.
Consultant's obligations herein shall survive this Agreement. To the extent Intellectual Property which is
not Embedded Intellectual Property is utilized by Consultant in providing the services under this
Agreement, including, but not limited to Intellectual Property incorporated into system, Consultant grants
to LACCD an irrevocable, nonexclusive, perpetual, worldwide, paid-up license to use such Intellectual
Property, including the Excluded Items, for its business purposes within its organization and to prepare
derivative works based on such Intellectual Property for its business purposes within its organization.
LACCD acknowledges that a failure of the parties to agree in good faith to add additional Excluded Items
to Exhibit "__" may result in a delay in Implementation
16.2 Derivative Rights.
A. Consultant represents and warrants that it has or will have the right,
through written agreement, or otherwise, with its employees or LACCD approved consultants, to secure
for LACCD the rights in Embedded Intellectual Property called for herein. Further, in the event
Consultant utilizes, with the consent of LACCD, any agent, including any subconsultant, consultant, or
other third party, to perform any of the services contracted for by this Agreement, Consultant agrees to
enter into such agreements with such third party, and to take such other steps as are or may be required to
secure for LACCD the rights called for herein. Consultant agrees to indemnify LACCD from and against
any losses, expenses or liabilities incurred by LACCD as a consequence of Consultant's failure or
inability to secure for LACCD such rights.
B. To the extent necessary to vest in LACCD the rights in Embedded
Intellectual Property contemplated by this Agreement, Consultant hereby agrees to and does hereby
assign to LACCD any cause of action or any rights, arising under agreements or otherwise, that
Consultant may have against any of its employees, agents, or subconsultants, which rights enable or
purport to enable Consultant to obtain from its employees, agents, or subconsultants, ownership, licenses
or other interests in Intellectual Property created by such employees or agents in the course of work
performed for or services rendered to LACCD under this Agreement. In addition, Consultant hereby
consents to any assignment or other grant or transfer to LACCD by employees, agents, or subconsultants
utilized by Consultant of ownership, licenses, or other interests in such Embedded Intellectual Property.
16.3 Works Made For Hire.
In addition to rights granted by Consultant to LACCD elsewhere in this
Agreement, the following interests in copyright shall vest in LACCD:
A. All Creative Works that are first created and prepared by Consultant
under this Agreement that are covered by the definition of a "work made for hire" under 17 U.S.C. § 101
of the U.S. Copyright Act of 1976 will be considered a "work made for hire", and LACCD will be
deemed the sole author and owner of all copyrights in any such works.
B. With respect to all Creative Works that are first created and prepared by
Consultant under this Agreement that are not covered by the definition of a "work made for hire" under
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17 U.S.C. § 101 of the U.S. Copyright Act of 1976, such that Consultant would be regarded as the
copyright author and owner, Consultant hereby assigns and agrees to assign to LACCD, and LACCD
accepts and agrees to accept, Consultant's entire right, title, and interest in and to such works, including
all copyrights therein.
C. Consultant further agrees to execute, or cause to be executed by its
employees, agents, or subconsultants, whatever assignments of copyright and ancillary and confirmatory
documents that may be required or appropriate so that title to any Creative Works under (A) and (B)
above and to the copyright therein will be clearly and exclusively held by LACCD or any nominee
thereof.
17. Ownership And Non-Disclosure Of Proprietary Or Confidential
Information.
17.1 Non-disclosure and Non-use.
Subject to any state or federal laws requiring disclosure (e.g., the California
Public Records Act), the parties agree, both during the term of this Agreement and after termination or
expiration of this Agreement to hold each other's Proprietary or Confidential Information in strict
confidence in perpetuity. The parties agree not to make each other's Proprietary or Confidential
Information available in any form to any third party or to use each other's Proprietary or Confidential
Information for any purpose other than the implementation of and as specified in this Agreement. Without
limitation on Section 17. 5 (Equitable Relief), each party agrees to take all reasonable steps to ensure that
Proprietary or Confidential Information of either party is not disclosed or distributed by its employees,
agents or consultants in violation of the provisions of this Agreement, and LACCD also agrees to take all
such steps with respect to any Users of the System.
17.2 Ownership.
Except as provided in Section 16 (Intellectual Property), Consultant's Proprietary
or Confidential Information shall remain the sole and exclusive property of Consultant. LACCD's
Proprietary or Confidential Information shall remain the sole and exclusive property of LACCD. Neither
party shall have an interest in, nor the right to use, including, without limitation, any use resulting in
disclosure to any third party of any Proprietary or Confidential Information, except as specifically
provided for by this Agreement or as otherwise permitted and specified by separate written license
agreement executed by both parties hereto.
17.3 Ownership of Custom Programming and Deliverables.
LACCD shall be the sole and exclusive owner of all custom programming and
deliverables, (included but not limited to, design documentation, business requirements, blueprint
specifications, interface specifications, customization plans, report formats, configuration documentation,
project status reports) and all intellectual property rights to such custom programming and deliverables,
except in very limited circumstances where the such items include the Confidential Information of the
Consultant.
Specifically, ownership of the custom programming deliverables and any portion
thereof shall inure to the benefit of LACCD from the date of conception, creation, or fixation of the
custom programming and deliverables in a tangible medium of expression (whichever occurs first). Each
copyrightable aspect of the custom programming and deliverables shall be considered a “work-made-for-
hire” within the meaning of the Copyright Action of 1976, as amended. If and to the extent such custom
programming and deliverables, or any part thereof or intellectual property rights therein or thereto, are not
considered to be a “work-made-for-hire” within the meaning of the Copyright Act of 1976, as amended,
Consultant irrevocably and unconditionally expressly assigns and agrees to assign to LACCD all
exclusive right, title, and interest in and to such custom programming and deliverables, any and all
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portions thereof, and any and all intellectual property rights there in and thereto, without further
consideration, free from any clime, lien for balance due, or rights of retention thereto on part of the
Consultant. Consultant acknowledges that the parties do not intend Consultant to be joint author (within
the meaning of the Copyright Act of 1976, as amended) of any custom programming and deliverables,
and that Consultant shall in no event be deemed the joint author of any custom programming and
deliverables.
17.4 Employees.
Each party shall ensure that its employees, agents and consultants, and in the case
of LACCD's granting access to the System, its Users, shall be permitted access to the other party's
Proprietary or Confidential Information only on a need-to-know basis and are instructed regarding, and
agree in writing to act in accordance with, the obligations of nondisclosure and non-use imposed by this
Agreement. If requested by LACCD, Consultant shall be required to have its employees complete and
sign a Confidentiality Agreement with LACCD.
17.5 Equitable Relief.
Each party acknowledges that any use or disclosure of the other party's
Proprietary or Confidential Information other than as specifically provided for in this Agreement and
other written agreements between Consultant and LACCD may result in irreparable injury and damage to
the non-using or non-disclosing party. Accordingly, each party hereby agrees that, in the event of use or
disclosure by the other party other than as specifically provided for in this Agreement and in other written
agreements between the parties, the non-using or non-disclosing party may be entitled to equitable relief
as granted by any appropriate judicial body.
17.6 Proprietary or Confidential Markings.
Each party expressly agrees to include, maintain, reproduce and perpetuate all
notices or markings on all copies of all tangible media comprising each party's Proprietary or Confidential
Information in the manner in which such notices or markings appear on such tangible media or in the
manner in which either party may reasonably request.
17.7 LACCD's Data.
All of the LACCD data, records, and information processed by or input onto the
System to which Consultant has access, or otherwise provided to Consultant under this Agreement shall
be and remain the property of LACCD and LACCD shall retain exclusive rights and ownership thereto.
The data of LACCD shall not be used by Consultant for any purpose other than as required under this
Agreement, nor shall such data or any part of such data be disclosed, sold, assigned, leased or otherwise
disposed of to third parties by Consultant or commercially exploited or otherwise used by or on behalf of
Consultant, its officers, directors, employees, or agents.
17.8 Access Control.
Consultant shall provide, at no charge to LACCD, sufficient access control
applications to enable LACCD to identify and authenticate Users, control access to System resources, and
to record and investigate security related events and data, including but not limited to establishing User
audit trails. Consultant agrees to provide to LACCD, at no additional charge, all additional security
protections it develops or acquires during the term of this Agreement and throughout the warranty period
set forth in Section 10.2 to assist LACCD in investigating any security breach of the System resulting in
access to or loss of Proprietary and Confidential Information, and to provide additional security
protections to correct any security deficiencies confirmed by Consultant.
17.9 Source Code Escrow Arrangements
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If applicable, Consultant is required to deposit the software source code into
escrow with an independent escrow agent mutually agreed upon by the parties. LACCD shall have the
right to obtain the source code from the escrow agent in order to supports its continued use of the software
in the event that the Vendor files for bankruptcy, materially breaches its support and maintenance
obligations or discontinues its support of the software to LACCD.
18. Agreements Between Licensor and Consultant
Consultant shall provide LACCD with copies of all agreements, if any, between
Consultant and Licensor relating solely to the subject matter of this Implementation.
19. Subconsultants.
19.1 Consent Required.
LACCD has relied, in entering into this Agreement, on the reputation of
Consultant and on obtaining the personal performance of Consultant. Consequently no performance of
this Agreement, or any portion thereof, shall be subcontracted by Consultant without the prior written
consent of LACCD as provided in this Section. Any subcontract entered into by Consultant for any
performance, obligation, or responsibility under this Agreement, without the prior written consent of
LACCD, shall constitute a material breach of this Agreement, upon which LACCD immediately may
terminate this Agreement.
19.2 Subconsultant Approval Process.
If Consultant desires to subcontract any portion of its performance, obligations,
or responsibilities under this Agreement it shall make a written request to LACCD for written approval
to enter into the particular subcontract. Consultant's request to LACCD shall include:
A. The reason(s) for the particular subcontract.
B. A detailed description of the work to be performed by the proposed
subconsultant.
C. Identification of the proposed subconsultant and an explanation of why
and how the proposed subconsultant was selected.
D. A draft copy of the proposed subcontract.
E. Evidence in writing that the subconsultant assumes and agrees to be
bound by all the provisions of this Agreement, pursuant to Section 19.
F. A Certificate of Insurance from the proposed subconsultant which
establishes that the subconsultant maintains all the programs of insurance required in (Insurance and
Indemnity).
G. Any other information and/or certifications requested by LACCD.
LACCD will review Consultant's request to subcontract and determine, in its sole and absolute discretion,
whether or not to consent to such request on a case-by-case basis.
19.3 Indemnification for Acts of Subconsultants.
Consultant shall indemnify, defend, and hold harmless LACCD, its officers,
employees, and agents, from and against any and all nonfrivolous claims, demands, liabilities, damages,
costs, and expenses, including, but not limited to, defense costs and legal, accounting or other expert
consulting or professional fees in any way arising from or related to Consultant's use of any
subconsultant.
19.4 Supervision of Subconsultants.
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Notwithstanding any LACCD consent to any subcontracting, Consultant shall
remain responsible for any and all performance required of it under this Agreement including, but not
limited to, the obligation to properly supervise, coordinate, and perform, all work required hereunder,
and no subcontract shall bind or purport to bind LACCD. Further, LACCD approval of any subcontract
shall not be construed to limit in any way Consultant's performance, obligations, or responsibilities, to
LACCD, nor shall such approval limit in any way any of LACCD's rights or remedies contained in this
Agreement.
19.5 Indemnification for Acts of Subconsultants.
Consultant shall indemnify, defend, and hold harmless LACCD, its Board of
Trustees, officers, employees, and agents, from and against any and all claims, demands, liabilities,
damages, costs, and expenses, including, but not limited to, defense costs and legal, accounting or other
expert consulting or· professional fees in any way arising from or related to Consultant's use of any
subconsultant.
19.6 Supervision of Subconsultants.
Notwithstanding any LACCD consent to any subcontracting, Consultant shall
remain responsible for any and all performance required of it under this Agreement, including, but not
limited to, the obligation to properly supervise, coordinate, and perform, all work required hereunder,
and no subcontract shall bind or purport to bind LACCD. Further,
19.7 Approval of Subconsultant Personnel.
In the event that LACCD consents to any subcontracting such consent shall be
subject to LACCD's right to give prior and continuing approval of any and all subconsultant personnel
providing full-time services under such Agreement, which consent will not be unreasonably withheld or
unreasonably disapproved by LACCD. Consultant shall assure that any full-time subconsultant
reasonably disapproved by LACCD, shall be immediately removed from the provision of any services
under the particular subcontract or that other -reasonable action is taken as requested by LACCD.
LACCD shall not be liable or responsible in any way to Consultant, to any subconsultant, or to any
officers, employees, or agents of Consultant or any subconsultant, for any claims, demands, damages,
liabilities, losses, costs, or expenses, including, but not limited to, defense costs and legal, accounting
and other expert, consulting or professional fees, in any way arising from or related to any subcontract
under this Agreement. Consultant agrees that all subconsultant staff assigned to perform work under this
Agreement must have experience with support work similar in nature as that requested by LACCD in
which they were responsible for performing the tasks to which they will be assigned under this
Agreement. LACCD approval of any subcontract shall not be construed to limit in any way Consultant's
performance, obligations, or responsibilities, to LACCD, nor shall such approval limit in any way any of
LACCD's rights or remedies contained in this Agreement.
19.8 Assumption of Agreement.
In the event that LACCD consents to any subcontracting, the subconsultant, on
behalf of itself, its successors and administrators, shall assume and be bound by and shall be deemed to
have assumed and agreed to be bound by each and all of the provisions of this Agreement and any
Amendment hereto, provided that LACCD's Project Manager shall have the right to waive the
requirement that a particular subconsultant assume and be bound by specified provisions of this
Agreement and any Amendment hereto.
19.9 No Consent Waiver.
In the event that LACCD consents to any subcontracting, such consent shall
apply to each particular subcontract only and shall not be, or be construed to be, a waiver of this Section
or a blanket consent to any further subcontracting.
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19.10 Payments to Subconsultant.
Consultant shall be solely liable and responsible for any and all payments and
other compensation to all subconsultants and their officers, employees, and agents. LACCD shall have no
liability or responsibility whatsoever for any payment or other compensation for any subconsultants or
their officers, employees, and agents.
19.11 Delivery of Subcontract.
Consultant shall deliver to LACCD Project Manager a fully executed copy of
each subcontract entered into by Consultant pursuant to this Section on or immediately after the effective
date of the subcontract but in no event later than the date any work is performed under the subcontract.
20. Assignment.
This Agreement shall not be assigned by either party without the prior written
consent of the other except that this Agreement may be assigned in whole or in part by LACCD, without
the further consent of Consultant, to any party for LACCD's business purposes, provided such party
agrees in writing to perform LACCD's obligations under this Agreement. In all other circumstances,
LACCD shall obtain Consultant's consent to an assignment, which consent shall not be unreasonably
withheld.
21. Modification Of Agreement.
No alteration, amendment, or modification of the terms of this Agreement shall
be valid or effective unless in writing and signed by Consultant and LACCD. Any material modification
of this Agreement shall not be binding on LACCD unless approved by LACCD's Board of Trustees.
22. Waiver.
All waivers under this Agreement shall be in writing in order to be effective. No
waiver by a party of any breach of this Agreement or waiver of any warranty, representation, or other
provision hereunder shall be deemed to be a waiver of any other breach, warranty, representation, or
provision (whether preceding or succeeding, and whether or not of the same or similar nature), and no
acceptance of performance by a party after any breach by the other party shall be deemed to be a waiver
of any breach of this Agreement or of any representation, warranty, or other provision, whether or not the
party accepting performance knows of such breach at the time of acceptance. No failure or delay by a
party to exercise any right it may have by reason of the default of the other party shall operate as a waiver
of default or modification of this Agreement or shall prevent the exercise of any right of the non-
defaulting party under this Agreement.
23. Independent Consultant.
Consultant acknowledges that it is at all times acting as an independent
consultant under this Agreement and except as specifically provided herein, not as an agent, employee, or
partner of LACCD. Consultant agrees to be solely responsible for all matters relating to compensation of
its employees, including but not limited to compliance with laws governing workers' compensation,
Social Security, withholding and payment of any and all federal, state and local personal income taxes,
disability insurance, unemployment, and any other taxes for such persons, including any related
employer assessment or contributions required by law, and all other regulations governing such matters,
and the payment of all salary, vacation and other employee benefits. At Consultant's expense as described
herein, Consultant agrees to defend, indemnify, and hold harmless LACCD, its Board of Trustees,
officers, agents, employees, members, subsidiaries, joint venture partners, and predecessors and
successors in interest from and against any claim, action, proceeding, liability, loss, damage, cost, or
expense, including, without limitation, attorneys' fees as provided herein arising out of Consultant's
alleged failure to pay, when due, all such taxes and obligations (collectively referred to for purposes of
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this Section as "Employment Claim(s)". Consultant shall pay to LACCD any expenses or charges
relating to or arising from any such Employment Claim(s) as they are incurred by LACCD.
24. Non-Discrimination.
24.1 Employment.
Consultant shall take affirmative action to ensure that employment applications
are accepted and that employees are treated during employment without regard to their race, color,
religion, age, sex, sexual orientation, ancestry, handicap or national origin. Such action shall include, but
may not be limited to the following: employment, upgrading, demotion or transfer; recruitment or
recruitment advertising; layoff or termination; rates of pay or other forms of compensation; and selection
for training, including apprenticeship. Consultant shall post in conspicuous places, available to
employees and applicants for employment, notices to be provided by the State setting forth the provisions
of the Fair Employment Practices Act.
24.2 Civil Rights Act.
Consultant shall comply with Subchapter VI of the Civil Rights Act of 1964,
United States Code Section 2000 e (17), to the end that no person shall, on the grounds of race, creed,
color, sex, or national origin be excluded from participation in, be denied the benefits of, or be otherwise
subjected to 4 is under this Agreement or under any project, program, or activity supported by this
Agreement.
24.3 Section 504 of the Rehabilitation Act of 1973.
Consultant shall comply with Section 504 of the Rehabilitation Act of 1973 with
regard to federal financial assistance administered by the Department of Health and Human Services and
the Americans with Disabilities Act ("ADA') of 1990; and other applicable nondiscrimination laws.
25. Compliance with Law.
Consultant shall comply with all applicable federal, state, and local laws,
statutes, ordinances, rules, regulations, policies (including those policies relating to the prevention of
sexual harassment), and procedures in performing services under this Agreement.
26. Audit, Inspection, and Examination Of Records.
26.1 Maintenance of Books and Records.
Consultant shall maintain accurate and complete financial records of its
activities and operations relating to this Agreement in accordance with generally accepted accounting
principles. Consultant shall also maintain accurate and complete employment and other records relating
to its performance of this Agreement.
Consultant agrees to grant LACCD and LACCD's authorized representatives the
right upon ten (10) days advance notice to audit and inspect Consultant's use of any Proprietary
Information provided or obtained pursuant to this Agreement, as well as Consultant's compliance with
the terms of Section 11. Upon LACCD's request and at LACCD's cost, Consultant agrees to deliver a
report to LACCD evidencing Consultant's usage of the Proprietary Information and steps taken to protect
such information.
26.2 Audits by LACCD.
Consultant agrees that LACCD, or its authorized representatives, shall have
access to and the right to examine, audit, excerpt, copy or transcribe any pertinent transaction, activity, or
records relating to this Agreement provided such access rights do not constitute an unlawful invasion of
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the privacy rights of any Consultant employee and would not in the reasonable opinion of Consultant
subject Consultant to legal liability. All such material, including, but not limited to, all financial records,
time cards and other employment records shall be kept and maintained by Consultant and shall be made
available to LACCD for a period of two (2) years following termination of this Agreement unless
LACCD's written permission is given to dispose of any such material prior to such time.
26.3 Audit Settlements.
If, at any time during or after the term of this Agreement, representatives of
LACCD conduct an audit of Consultant regarding the work performed under this Agreement, and if such
audit finds that LACCD's dollar liability for any such work is less than payments made by LACCD to
Consultant, then the difference shall be either repaid by Consultant to LACCD by cash payment upon
demand or, at the sole option of LACCD, deducted from any amounts due to Consultant from LACCD,
whether under this Agreement or otherwise. If such audit finds that LACCD's dollar liability for such
work is more than the payments made by LACCD to Consultant, then the difference shall be paid to
Consultant by LACCD, but in no event shall LACCD's payments to Consultant exceed the amounts
authorized by this Agreement. The cost of the audit will be borne by LACCD unless the audit reveals that
the payments made to Consultant exceed the actual amounts owed to Consultant by five percent (5%), at
which time Consultant shall pay all of LACCD's reasonable expenses related to the audit authorized by
this Section 26.3.
27. Interpretation Of Agreement.
27.1 Governing Law.
This agreement shall be deemed to have been executed and delivered within the
State of California, and the rights and obligations of the parties hereunder, and any action arising from or
relating to this agreement, shall be construed, interpreted and enforced in accordance with, and governed by,
the laws of the State of California, without giving effect to conflict of laws principles.
27.2 Venue.
Any action or proceeding arising out of or relating to this agreement shall be
brought in the county of Los Angeles, State of California, and each party hereto irrevocably consents to such
jurisdiction and venue, and waives any claim of inconvenient forum. Agreement in any jurisdiction other
than that specified in this Section. Each party waives any right it may have to assert the doctrine forum
non conveniens or similar doctrine or to object to venue with respect to any proceeding brought in
accordance with this Section.
27.3 Interpretation.
In the event of any conflict or inconsistency between the body of this
Agreement and the Exhibits, such conflict or inconsistency shall be resolved by giving precedence first
to the body of this Agreement, and then to (1 Exhibits "________________," collectively; and (2)
Exhibit "___."
27.4 Agreement Drafted By All Parties.
This Agreement is the result of arm's length negotiations between the parties
and shall be construed to have been drafted by all parties such that any ambiguities in this Agreement
shall not be construed against either party.
27.5 Terminology.
All personal pronouns used herein, whether used in the feminine, masculine, or
neuter gender, shall include all other genders, and the singular shall include the plural and vice versa.
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27.6 Section Headings.
The section headings contained herein are for convenience in reference and are
not intended to define or limit the scope of any provision of this Agreement.
27.7 Counterparts.
This Agreement may be executed in one or more counterparts, each of which
shall be deemed an original, and will become effective and binding upon the parties as of the Reference
Date at such time as all the signatories hereto have signed a: counterpart of this Agreement.
28. Notices.
Any notices required or permitted to be given hereunder by either party to the other
shall be given in writing: (1) by personal delivery; (2) by electronic facsimile with confirmation sent by
United States first class registered or certified mail, postage prepaid, return receipt requested; (3) by
bonded courier or by a nationally recognized overnight delivery company; or (4) by United States first
class registered or certified mail, postage prepaid, return receipt requested, in each case, addressed to the
parties as follows (or to such other addresses as the parties may request in writing by notice given
pursuant to this section):
TO:LACCD
Los Angeles Community College District 770 Wilshire Boulevard
Los Angeles, California 90017
Attn: Office of General Counsel
(213) 891-2188 (voice)
(213) 891-2138 (facsimile)
Notices shall be deemed received on the earliest of personal delivery, upon delivery by
electronic facsimile with confirmation from the transmitting machine that the transmission was
completed, twenty-four (24) hours following deposit with a bonded courier or overnight delivery
company; or seventy-two (72) hours following deposit in the U.S. Mail as required herein.
29. Entire Agreement.
This Agreement, along with all referenced Exhibits and Attachments, contains the
entire agreement between Consultant and LACCD with respect to the subject matter of this Agreement,
and it supersedes all other prior and contemporary agreements, understandings, and commitments
between Consultant and LACCD with respect to the subject matter of this Agreement.
30. Nondiscrimination.
The Consultant hereby certifies that in performing work or providing services for
LACCD, there shall be no discrimination in its hiring, employment practices, or operation because of sex,
race, religious creed, color, ancestry, national origin, physical disability, mental disability, medical
condition, marital status, or sexual orientation, except as provided for in section 12940 of the Government
Code. The Consultant shall comply with applicable federal and California anti-discrimination laws,
including but not limited to, the California Fair Employment and Housing Act, beginning with Section
12900 of the California Government Code, the provisions of the Civil Rights Act of 1964 (Pub. L. 88-352;
78 Stat. 252) and Title IX of the Education Amendments of 1972 (Pub. L. 92-318) and the Regulations of
the Department of Education which implement those Acts. The Consultant agrees to require, compliance
with this nondiscrimination policy by all subconsultants employed in connection with this agreement.
31. Equal Opportunity Employer.
The Consultant, in the execution of this agreement, certifies that it is an equal employment
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opportunity employer.
32. Attorneys’ Fees and Costs.
If either party shall bring any action or proceeding against the other party arising from or
relating to this agreement, each party shall bear its own attorneys' fees and costs, regardless of which party
prevails.
33. Board Authorization.
The effectiveness of this agreement is expressly conditioned upon approval by LACCD's
Board of Trustees.
34. Severability.
The Consultant and LACCD agree that if any part, term, or provision of this agreement is
found to be invalid, illegal, or unenforceable, such invalidity, illegality, or unenforceability shall not affect
other parts, terms, or provisions of this agreement, which shall be given effect without the portion held
invalid, illegal, or unenforceable, and to that extent the parts, terms, and provisions of this agreement are
severable.
35. Conflicts of Interest.
The Consultant agrees not to accept any employment or representation during the term
of this agreement which is or may likely make the Consultant “financially interested” (as provided in
California Government Code Sections 1090 and 87100) in any decision made by LACCD on any matter
in connection with which the Consultant has been retained pursuant to this agreement.
IN WITNESS WHEREOF, the parties have executed this Agreement to become effective as of the
Reference Date.
LOS ANGELES COMMUNITY COLLEGE DISTRICT
By:____________________
Date:_____________________
[CONSULTANT]
By: ________________________
Date: ___________________
Federal I.D. Number: _______________
APPROVED AS TO FORM:
By: _______________________
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LIST OF EXHIBITS
__ Statement of Work
__ Professional Services Rates
__ Qualifications and Experience Statements and Resumes
__ Optional Statement of Work – Post Go Live Services
__ Consultant's Proposal
__ Consultant's Intellectual Property
__ Consultant's Insurance Endorsements
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EXHIBIT G
District Locations:
Los Angeles City College
East Los Angeles College 855 N. Vermont Avenue 1301 Avenida Cesar Chavez Los Angeles, CA 90029 Monterey Park, CA 91754
Van De Kamp Innovation Center
East Los Angeles College
2930 Fletcher Drive Southgate Education Center Los Angeles, CA 90065 2340 Firestone Blvd.
Southgate, CA 90280
Los Angeles Harbor College
1111 Figueroa Place
Wilmington, CA 90744
Los Angeles Mission College
13356 Eldridge Avenue
Sylmar, CA 91342
Pierce College
6201 Winnetka Avenue
Woodland Hills, CA 91371
Los Angeles Southwest College
1600 West Imperial Highway Los
Angeles, CA 90047
Los Angeles Trade-Technical College
400 W. Washington Blvd.
Los Angeles, CA 90015
Los Angeles Valley College
5800 Fulton Avenue
Valley Glen, CA 91401
West Los Angeles College
9000 Overland Avenue
Culver City, CA 90230
Educational Services Center
770 Wilshire Boulevard
Los Angeles, CA 90017
