01/28/09 1

REQUEST FOR PROPOSAL PROCEDURES MANUAL

TABLE OF CONTENTSSection Topic Page

1 INTRODUCTION …………………………………………………………………………………. 4 1.1 Sole Source ………………………………………………………………………………. 41.2 Equipment, Supplies, Maintenance, Repair, Construction ………………………….. 4 1.3 City wide Personal Service Agreements ………………………………………………. 5 1.4 Authoritative References ………………………………………………………………… 5

2 GETTING STARTED …………………………………………………………………………….. 8 2.1 Preparing the Scope of Work ……………………………………………………………. 8

2.1.1 Request For Information (RFI) …………………………………………………. 8 2.1.2 Request For Qualification (RFQ) ………………………………………………. 8

2.2 Notice of Intent to Contract Form – Mandatory Union Notification ……………….… 9 2.3 Personnel Department 1022 Information Form ……………………………………….. 9 2.4 CAO “Notice of Intent to Contract” ……………………………………………………... 9 2.5 Preliminary City Attorney Review of RFP ……………………………………………... 9 2.6 Council Approval/Funding ………………………………………………………………. 10

3 REQUEST FOR PROPOSAL FORMAT ……………………………………………………….. 113.1 RFP Numbering …………………………………………………………………..……… 11 3.2 RFP Format Outline ……………………………………………………………………… 11

3.2.1 Cover Page ………………………………………………………………………. 11 3.2.2 Introduction ……………………………………………………………….……… 11 3.2.3 General Information ……………………………………………………………… 11 3.2.4 Statement of Work Specifications– Proposal/Quote Section ……………..… 11

3.2.4.1 Transfer of Skills ………………………………………………………… 12 3.2.5 General Terms and Conditions ………………………………………………… 12

3.2.6 Specific Terms and Conditions ………………………………………………… 13 3.2.6.1 Payment Terms …………………………………………………………. 13

3.2.7 Appendices …………………………………………………………………….… 13 3.2.8 Evaluation Criteria ……………………………………………………………..… 13 3.2.9 Request for Proposal Schedule ………………………………………………… 13 3.2.10 Proposer Checklist ………………………………………………………………. 13 3.2.11 Proposer Background Information Page and References …………………… 14

3.2.11.1 Prior Contract with the City of Los Angeles …………………. 14 3.2.13 Proposer Signature Declaration Page ………………………………………… 14

4 CONTRACT PROVISIONS AND CERTIFICATIONS ………………………………………… 15 4.1 Standard Provision for Personal Services Contracts ………………………………… 15

4.1.1 Non-Discrimination Practices and Affirmative Action Program ………..…… 15 4.1.1.1 All Contracts ……………………………………………………….….… 15 4.1.1.2 Proposals/Responses for Construction Contracts from $1,000 to Less than $5,000 and Non-construction Contracts of $1,000 to Less than $100,000 …………………………………………………….. 15 4.1.1.3 Proposals/Responses for Construction Contracts from $5,000 or more and Non-Construction Contracts of $100,000 or more ………. 16

4.1.2 Insurance and Indemnity (All Proposals) ………………………..………….… 16

01/28/09 2

4.1.3 Service Contractor Worker Retention and Living Wage Ordinances …….... 17 4.1.3.1 Prior to Issuing the RFP / Request for Bid (RFB) Determination of Coverage …………………………………………… 17 4.1.3.2 Review of Submitted Bids and Proposals for LWO Requirements … 18 4.1.3.3 Execution of Agreement ……………………………………………..… 18 4.1.3.4 Employee Information and Subcontractor Information ……………… 18 4.1.3.5 Submission of Copies of the Executed Agreement ……………….… 18 4.1.3.6 Responsibility When More Than One Awarding Authority Is Involved ……………………………………………………………….…. 18 4.1.3.7 Bearing the Cost of the Living Wage Ordinance …………………….. 19

4.1.4 Equal Benefits Ordinance (EBO) …………………………………..………….. 19 4.1.5 Business Tax Registration Certificate …………………………………….…… 20 4.1.6 Child Support Obligations …………………………………………………….… 20 4.1.7 Discounts Language …………………………………………………..………… 21

4.2 Minority, Women and Other Business Enterprises Policy (over $100,000)………… 21 4.3 Contractor Responsibility Program ………………………..…………………………… 21 4.4 Small, Local Business Preference program ………………………………………..…… 22 4.5 Other Clauses, Terms and Conditions ………………………………………………… 23

5 DISTRIBUTING THE RFP TO POTENTIAL VENDORS ………………………………….…. 24 5.1 Approval to Issue Request for Proposal ……………………………………………..… 24

5.1.1 Commission/Board Approval Required ……………………………………..… 24 5.1.2 General Manager Review ……………………………………………….……… 24

5.2 Response Time Limits …………………………………………………………………… 24 5.3 Identifying Potential Vendors ……………………………………………………..…….. 24

5.3.1 M/WBE Vendors ……………………………………………………………….… 245.3.2 Sole Source …………………………………………………………………….… 24

5.4 Mailing RFP’s …………………………………………………………………………..… 245.5 Advertising ………………………………………………………………………………… 25

5.5.1 Responsibility for Placing Advertisements ………………………………….… 25 5.5.2 Advertising Content ……………………………………………………………… 25 5.5.3 The WEB Page …………………………………………………………………… 25 5.5.4 Advertising Time Limits ……………………………………………….………… 25

6 PRE-PROPOSAL CONFERENCE ……………………………………………………………… 26 6.1 Attendance Sheet ………………………………………………………………………… 26 6.2 Information Discussed …………………………………………………………………… 26 6.3 Post Meeting Distribution of Materials ……………………………………………….… 26 6.4 Using the Internet – For Questions and Answers ………………………………..…… 27

7 RECEIVING COMPLETED PROPOSALS …………………………………………………..… 28 7.1 Release of Information …………………………………………………………………… 28

8 EVALUATING PROPOSALS …………………………………………………………………… 29 8.1 Selection of Evaluation Committee …………………………………………………..… 29 8.2 Responsibility of Evaluation Committee ………………………………………..……… 29 8.3 Evaluation Criteria and Rating Format ………………………………………………… 29 8.4 RFP Evaluation Form – sample ………………………………………………………… 31 8.5 RFP Sample Evaluation Summary Sheet ……………………………………………… 32 8.6 Evaluation of Proposal …………………………………………………………………… 33

8.6.1 Pre-Screening Proposals …………………………………………………..…… 33 8.6.2 Determining Good Faith Effort Compliance for MBE/WBE/OBE …………… 33 8.6.3 Verification of Affirmative Action Information …………………………….…… 33 8.6.4 Verification of Reference …………………………………………………..…… 33 8.6.5 Verification of Prior City Contracts …………………………………………..… 33

01/28/09 3

8.6.6 Rating the Proposals ……………………………………………………………. 33 8.6.7 Oral Presentations ………………………………………………………………. 34

8.7 Evaluation Committee Recommended Vendor Selection ……………..……………… 34 8.8 Evaluation Committee – Written Report …………………………………………………. 34

9 NOTIFYING PROPOSERS ……………………………………………………………………… 35

10 PRELIMINARY APPROVAL PROCESS ………………………………………………………. 36 10.1 Commission/Board Approval Required ………………………………………………… 36 10.2 General Manager Review ……………………………………………………………….. 36 10.3 Mayor/Council Review …………………………………………………………………… 36

11 NEGOTIATIONS ………………………………………………………………………………….. 37 11.1 Negotiating the Terms and Conditions of the Contract ………………………………. 37

12 PREPARING THE FINAL CONTRACT ………………………………………………………… 39 12.1 Contract Format ………………………………………………………………………….. 39 12.2 Starting the Contract …………………………………………………………………….. 39 12.3 List of Contract Documents and the Order of Precedence ………………………….. 39 12.4 Appropriate Terms and Conditions …………………………………………………….. 40 12.5 Review Draft of Contract with Vendor …………………………………………………. 40 12.6 Signature Sheet ………………………………………………………………………….. 40

13 OBTAINING FINAL CONTRACT APPROVAL ……………………………………………….. 42 13.1 Mayor’s Office/ CAO Responsibilities ………………………………………………….. 42

13.1.1 Charter Section 1022 Determinations ………………………………………… 42 13.2 Risk Manager Approval ………………………………………………………………….. 43 13.3 City Attorney ……………………………………………………………………………… 43

13.3.1 Contractor Review Form ………………………………………………………… 43 13.4 Contractor’s Signature …………………………………………………………………… 44 13.5 City Clerk ………………………………………………………………………………….. 44

14 CONTRACT ADMINISTRATION ……………………………………………………………….. 45 14.1 Implementation Meeting …………………………………………………………………. 45 14.2 Establish Reporting and Evaluation Procedures ……………………………………… 45

14.2.1 Living Wage Reporting/Updating/Invoicing …………………………………… 45 14.3 Handling Problems ………………………………………………………………………. 45 14.4 Contract Changes/Amendments ……………………………………………………….. 45

14.4.1 Notice of Intent to Contract for Amendments, Extensions ………………….. 46 14.5 Handling Poor Performance …………………………………………………………….. 46

14.5.1 Default Notice ……………………………………………………………………. 46 14.6 Canceling the Contract ………………………………………………………………….. 46

15 CONTRACT EXPIRATION, EXTENSIONS AND NEW RFP ………………………………… 48 15.1 Contract Expiration ………………………………………………………………………. 48 15.2 Extensions ………………………………………………………………………………… 48 15.3 Preparing a New RFP …………………………………………………………………… 48

16 RFP/CONTRACT MASTER FILE ………………………………………………………………. 49

17 GLOSSARY ……………………………………………………………………………………….. 50

APPENDICES ……………………………………………………………………………………………… 55

01/28/09 4

1 INTRODUCTION

Departments of the City of Los Angeles (Departments) determine the need for a professional/personal service contract. This type of contract is for unique, scientific, expert, or technical services of a temporary and occasional nature, performed by independent contractors whose occupation is the rendering of such services. Professional service contracts are issued as Personal Service Agreements (PSA) or Authority for Expenditure (AFE), which are issued under the authority of Department general managers. Proposals for professional/personal services are usually sought by a Request for Proposal (RFP) or a Request for Qualifications (RFQ). Responsibility for preparing these documents is assigned to the individual departments. Within each department an employee is usually assigned as the Contract Administrator. The Contract Administrator is responsible for preparing the requesting documents and administering the resultant contract.

In the RFP process, cost is usually one of several selection criteria that proposers should address in their proposals. By contrast, in the RFQ process, cost becomes a selection criterion only after qualified proposers have been identified from a review of their qualifications. RFQs are usually reserved for the selection of engineers, architects, or other highly specialized technical providers.

The purpose of this manual is to: 1. Serve as a reference guide for the uniform preparation of RFPs and RFQs issued by each of

the departments of the City of Los Angeles. 2. Provide for the uniform preparation of the resulting contracts for professional/personal

services.

1.1 Sole SourceProfessional/personal services can usually be performed by more than one independent contractor/consultant (individual, firm, partnership, or joint venture). Such services should be awarded on the basis of competitive bidding through the RFP/RFQ process.

Some services, however, can only be satisfactorily performed by one independent contractor/consultant, who is therefore a sole source contractor/consultant. Contracts for these services are not subject to competitive bidding (see APPENDIX #1, City Policy on Sole Source Contracts). It is the responsibility of the Contract Administrator to conduct a good faith review of all available sources to determine that there is only one source for the required service. A record of sole source procurements shall be maintained as a public record listing the contractor’s name, the amount and type of contract. Departments should be careful to maintain these records because the Mayor, City Council, City Controller and others may periodically request reports on sole source contracting. When a sole source situation is identified, the Contract Administrator is responsible for negotiating the price, delivery and terms of the contract and maintaining appropriate record keeping supporting sole source selection.

1.2 Equipment, Supplies, Maintenance, Repair, Construction The Department of General Services handles purchases of equipment, supplies, maintenance, repair, construction and other routine services that can be competitively bid. Non-proprietary departments request these items through the Supply Services Division, Department of General Services. For procedures related to purchasing supplies, equipment and materials see the City’s Procurement Manual.

01/28/09 5

1.3 City wide Personal Service Agreements In some cases more than one department may use a single Personal Service Agreement. In those instances, the lead department should establish an RFP team comprised of representatives from affected departments/divisions to jointly prepare the scope of work requirements. It is also advisable to have a representative from the City Attorney’s Office as a close consultant in the preparation process. RFP development team members should also participate in the PSA selection process.

1.4 Authoritative References The following information is a summation of the current legal references and requirements for preparing contracts. The full text of the sections cited below is available in the Appendices as listed:

Charter Section 1022 authorizes the City to contract for work when the City Council determines that such work can be performed more economically or feasibly by INDEPENDENT contractor/consultants than by City employees. The Personnel Department Classifications Division must determine, in advance if the work can be done by City employees (i.e., if there is an appropriate classification). In the case of departments having control of their own revenues and funds, the boards of commissioners have authority to make Section 1022 determinations (see APPENDIX #2, Charter Section 1022).

Charter Section 370 (Contracts) mandates that all contracts must be made in writing or in such manner as provided by ordinance. The draft contract shall be approved by the board, officer or employee authorized to make the same, and approved by the City Attorney as to form (see APPENDIX #3, Charter Section 370 and Administrative Code 10.2).

Charter Section 371 defines personal services contracts and details the requirements of the competitive bid process. While personal services contracts may be excluded from the provisions of Section 371 in accordance with Section 372, all contracts are awarded on a competitive basis (see APPENDIX #4, Charter Section 371 and 372).

Charter Section 373 and Administrative Code 10.5 mandate that “…no board, officer or employee of the City shall make any contract, obligating the City, or any department of the City, to make or receive payments of money or other valuable consideration for a period longer than three (3) years, unless such contract shall have been first approved by the Council (see APPENDIX #5 Charter Section 373 and Administrative Code Section 10.5).

Division 10 of the Administrative Code Article 1 through Article 9 specifically outlines City contract requirements; procedures and requirements for competitive bidding on City contracts; quarterly reports; use of independent contractor/consultants instead of City employees; small, local business programs; recycled products purchasing program; and bid preferences (see APPENDIX #6, Administrative Code Division 10, and Sample of Authority for Expenditure form).

01/28/09 6

Executive Directive 2001-26 (City of Los Angeles Minority, Women and Other Business Enterprise Program) requires use of the Good Faith Effort Outreach Program, outlines Departmental responsibilities, appoints the Mayor’s Office of Economic Development as program lead, and mandates reporting requirements(See APPENDIX #19, Executive Directive 2001-26).

Executive Directive No. 3 (ED #3) issued October 20, 2005 provides in part that professional and personal services contracts or contract amendments meeting certain criteria shall be submitted to the Mayor’s Office for review prior to execution (see APPENDIX #7: Executive Directive ED # 3, Executive Review and Approval of Departmental Requests for Regular and Semi-Proprietary Departments.

The Contractor Evaluation Ordinance adopted by City Council on December 15, 1999 implemented a contractor evaluation program for personal services, purchasing and construction contracts, and the establishment of databases to track contractor performance that would be accessible to and considered by departments prior to entering into contracts (see APPENDIX #28, Contractor Evaluation Ordinance and the Contractor Evaluation Programs Administered by the Department Public Works, Bureau of Contract Administration).

Internal Revenue Service Publication 15A is a guideline that may assist in determining whether a worker is an employee or an independent contractor/consultant and as such whether sufficient control is present to establish an employer-employee relationship. The CAO developed a contract review form to determine if a contractor is a contract employee. This form is important because it helps determine the City’s tax liability to the IRS. This form should be submitted to the City Attorney for review at the same time the draft contract is submitted. The form should then be forwarded to the Controller’s Office once the contract is approved (see APPENDIX #8, IRS Publication 15-A, and CAO Contractor Review Form; and APPENDIX #9, City Attorney’s Opinion).

Contracts over $25,000.00 with a term longer than three months are required to comply with the Los Angeles Administrative Code Sections 10.36 Service Contractor Worker Retention Ordinance (SCWRO) and 10.37 Living Wage Ordinance (LWO). The ordinances require that, unless specific exemptions apply, the contractor is required to provide the following: (a) Retention by a successor contractor for a 90-day transition period of employees who have been employed for the preceding 12 months or more by the terminated contractor or subcontractor, if any, as provided in the SCWRO; (b) Payment of a minimum living wage and certain benefits to employees, as defined in the LWO (see APPENDIX #21 Service Contractor Worker Retention Ordinance #171004 and Living Wage Ordinance #172336).

Additional legal references are provided in the appendices (see List of Appendices).

01/28/09 7

2 GETTING STARTED

Before preparing a RFP for the procurement of services, several preliminary activities should be performed. These activities include:

1. Clearly identify the City/Department’s needs and define the results that the department expects.

2. Research and consult with existing contractor/consultants who hold current contracts with City departments and other governmental agencies, i.e. State of California, Federal Government, County of Los Angeles, etc.

3. Submit the Notice of Intent to Contract form to CAO and the Charter Section 1022 determination forms to the Personnel Department. Obtain an estimate for the proposed services from at least one independent contractor (see APPENDIX #2, Charter Section 1022).

4. Research the market for potential contractors and services that are offered. The Information Technology Agency maintains a computerized consultant directory. Firms are listed according to their fields of expertise. Log on to the Los Angeles Business Assistance Virtual Network (http://www.labavn.org) to view the consultants registered with the City. .

5. Develop an approach to the procurement process.

Once these activities are completed, the development of the RFP can begin.

2.1 Preparing the Scope of Work After the needs have been determined and the research is done, a scope of work document must be prepared. The scope of work describes in general terms the nature and schedule of the work to be accomplished by the contractor. The scope of work will be used to formulate the evaluation criteria in the RFP. It is important that the scope of work be clearly and accurately defined since it will be the basis for the RFP, the evaluation criteria, the resulting contract, and the ultimate work product.

2.1.1 Request for Information (RFI) There may be occasions when the actual scope of work is not known or difficult to define or when a department needs to develop a “pool” of likely proposers. It may be necessary to prepare an RFI. An RFI is a solicitation of ideas, solutions and/or recommendations to assist the department in the development of a scope of work for an RFP. It is advisable to send an RFI to the same potential vendors that will subsequently receive the RFP. The RFI should have a deadline of two to three weeks so that the RFP is not delayed.

2.1.2 Request for Qualification (RFQ) An RFQ is used to gather information about vendors to determine if they are capable of performing certain types of services for the City. The RFQ might ask for information such as the size of the company, the amount of business conducted during the last year, the number of customers for projects similar to what the city is contemplating, the cost per project and time frame for completion, and appropriate references. An RFQ is typically used when the City wishes to select a vendor to help develop a project (including project scope, cost, time frame, staffing, etc.) and to subsequently implement that project.

01/28/09 8

2.2 Notice of Intent to Contract Form – Mandatory Union Notification Once the scope of work has been determined, and a decision is made to prepare an RFP, the Charter Section 1022 Determination procedure must be initiated prior to advancing any other aspect of the project. The process is summarized step-by-step on pages three and four of the 1022 packet available from CAO (see APPENDIX #2, Charter Section 1022).

2.3 CAO - Notice of Intent to Contract A Notice of Intent to Contract must be sent to the CAO - Employee Relations Division. It is important that the department’s Contract Administrator communicate with the Employee Relations Division when there are proposed contracts. The Contract Administrator must be familiar with the language and the provisions outlined in the affected Memorandum of Understanding in order to avoid delays later in the RFP process. The requesting department must also submit a Notice of Intent to Contract whenever there is an amendment to or extension of an existing contract. This must be done regardless of the source of funding for the project (see APPENDIX #10, Notice of Intent to Contract).

The Employee Relations Division maintains a list of potential contracts and amendments and extensions to existing contracts. This listing is made available, upon request, to interested employee labor organizations. Because the list contains only general information regarding the potential contracts, labor organizations seeking details on the proposals may call the specified department contact person for further information (seeAPPENDIX #11, Article 2.10 MOU SEIU, Contracting Out).

The Notice of Intent to Contract form is to be completed by the department. Distribution of the forms is as follows:

Original To: City Administration Officer Attention: Employee Relations Division Copy To: Departmental Contract Administrator’s file.

The Notice of Intent to Contract form and instructions are available at http://caodocs.ci.la.ca.us/contracts/1022/NotificationForm.doc.

2.4 Personnel Department 1022 Information Form The Personnel Department determines whether the City has potential resources to perform the scope of work noted in the RFP. Their assessment will begin with the submittal of the Personnel Department 1022 Information Form, which can be directly accessed via Intranet http://per.ci.la.ca.us/Forms/1022InformationForm.pdf. The Personnel Department findings are forwarded to the CAO where the proposal undergoes a feasibility review. The Personnel Department also returns a copy to the Department contact. The 1022 Information Form is to be completed by the department. Distribution is as follows:

Original To: Personnel Department Attention: Employee Classification

Copy To: Departmental Contract Administrator’s file

2.5 Preliminary City Attorney Review of RFP Once the requesting department has prepared a Request for Proposal, it is strongly recommended that a copy be provided to the City Attorney for review before going

01/28/09 9

forward in the process. This step is designed to protect the City from any legal challenges that might arise later. The City Attorney will make sure that the document is legally defensible. This step will also expedite the City Attorney's contract approval review process described later in this guide.

2.6 Council Approval/Funding Council approval and securing of funding is essential to the project. If there are no funds in the department’s budget for the project, or if it is a substantially new or controversial project, the Mayor and City Council should be made aware of the pending RFP. In order to secure funds and approval, the requesting department should advise the Mayor and Council in a detailed report outlining the reason for contracting/consulting and whether funds are available in the department’s budget to pay for the proposed contract. If funding is not available in the budget, the department should state what source of funding would be used (or requested) to secure the contract (see Appendix #12, Sample of Council Approved Funding).

If the Personnel Department determines that City forces could be used, the departmental CAO budget analyst consults with the Personnel Classification Division to determine whether the necessary expertise to perform the work is available within the City.

The City Council allows for contracting out work that City employees could otherwise accomplish when that work can be done more economically or feasibly by the contractor/consultant. The Council finding will be based on the department’s rationale under Charter Section 1022 for contracting out this work (see Appendix #2, Charter Section 1022- Use of Independent Contractors). The following criteria can be used to assess the feasibility of a service contract (more than one reason may apply):

1. The work to be done is of a limited or intermittent nature. 2. The City could not the knowledge and abilities required to accomplish the work in

another capacity after the work is finished. 3. Persons with the type of expertise needed to accomplish the work cannot be

employed under Civil Service Procedures in a timely fashion. 4. City forces are not available within existing staffing levels to accomplish the work,

and no additional staff has been authorized. 5. The need for an independent study, audit, appraisal, or for a specific contractor

having proprietary knowledge of the services to be provided requires the use of a contractor.

6. The work can be performed more economically.

01/28/09 10

3 REQUEST FOR PROPOSAL FORMAT

The outline in this section lists the major components of the RFP and corresponds to a sample RFP format provided in Appendix #13. This outline provides the basic format for a RFP document. It includes all the components needed for preparation of an RFP. The scope of work in each RFP is designed to meet the specific needs of each department. However, all RFPs, no matter what department they are written for, have many similar requirements. It is these areas of similarity that should be consistent throughout the Department.

The sample document is a boilerplate to be used in preparation of an RFP. The RFP boilerplate is a standardized format intended to help the Contract Administrator organize requirements and communicate evaluation criteria to potential proposer/contractors. The following text will guide you through the sample document.

In the sample RFP, recommended language and format is typed in “regular font”. Recommended language is information that should be included in most RFPs. However, there may be cases where the language does not pertain to a specific RFP and should be deleted and/or substituted for. Information that is specific to an RFP must be provided by the City department and is noted in brackets [and the font is in bold, gray italics].

3.1 RFP Numbering Each RFP should be assigned a unique, identifying number. This number is sequential and is generated in each division. The master list should be kept in the files.

3.2 RFP Format Outline (see Appendix 13, Sample RFP)

3.2.1 Cover Page The Cover Page summarizes the pertinent information connected to the Request for Proposal. The format, as shown, provides information that prospective bidders require for determining whether or not to bid.

3.2.2 Introduction The Introduction describes the scope of work and furnishes a point of contact for proposer questions. The Introduction page can be in the form of a letter or a Board, Commission or City Council Resolution. This is also the place to describe clearly and concisely the nature, scope and schedule of work to be contracted or other components that may have been omitted by the Resolution. In essence, it is an overview of the information that will be specified in detail throughout the RFP. A stand-alone statement should be added identifying the purpose of the request.

3.2.3 General Information This Section is for information that the proposer should know and understand before proceeding with a proposal. Instructions are provided for the format and submittal of the RFP, as well as other recommended clauses to assist the proposer in preparing the RFP.

3.2.4 Statement of Work Specifications– Proposal/Quote Section The statement of work must be clear and specific. The proposer must be able to understand exactly what is being requested. The scope of work statement is the

01/28/09 11

basis for development of performance standards that will be included in the contract. The scope of work statement is center point of the RFP.

The Contract Administrator is responsible for preparing a concise scope of work statement. However, the Contract Administrator does not develop the scope of work by him/herself. A team consisting of subject matter experts in each component of the deliverable, such as finance, legal, administration, technical, etc., is assembled to assist in the development of the RFP. The team then applies critical elements of the scope of work to evaluation criteria for selection of the successful proposal or bidder. These same criteria will be applied to evaluating contractor performance during and after the contract period.

3.2.4.1 Transfer of Skills It is a good practice to decrease dependence on outside consultants whenever possible. One way to achieve this decreased dependence is to develop specialized skills in-house. This is usually accomplished by including training and/or a transfer of skills component in the RFP scope of work and in the contract deliverables whereby the contractor agrees to train City staff and transition the contract staff out of the project (see APPENDIX 13, Section 3.11: Replacement of contractor’s staff).

However, it should be noted that including such a training component is not always advisable. A City employee training and/or transfer of skills component should be included in the deliverables specified in the RFP and in the final agreement when each of the following conditions is met: a) The work is of a technical or specialized nature; b) City employees do not have the expertise to perform the work; and c) The department anticipates a long-term need for the specialized

expertise.

When including a training or transfer of skills component in an RFP or final agreement, it is important to clearly identify: a) Objectives, nature, scope and goals of the training program; b) Details describing the trainer and anticipated trainees; c) Skills to be transferred and the specific time frame to be met; d) Monitoring and evaluation requirements; and e) Cost.

(See Appendix 14: CAO Report and Council Motion regarding co-sourcing.)

3.2.5 General Terms and Conditions The General Terms and Conditions section includes definitions of terms and clauses to inform the potential proposer of standard City of Los Angeles RFP requirements. City Attorney review of this section is required prior to sending the RFP to potential bidders. Some of the information in this section is to advise potential proposers of requirements that will be incorporated in the resulting contract. This will allow potential proposers to be fully aware of the requirements in advance and will eliminate any misunderstandings later.

01/28/09 12

3.2.6 Specific Terms and Conditions This section includes specific terms and conditions apply to the RFP Included in the example is recommended language that usually applies to every RFP. However, some language may not apply and may be deleted. The resulting contract should meet both your project goals and the City’s contracting requirements. It is to the City’s advantage to be as specific as possible to eliminate future problems in contract negotiations and administration. 3.2.6.1 Payment Terms

The RFP template provides sample language for payment terms that may be appropriate. Payment terms such as graduated payments should be tied to deliverables when feasible.

The City Attorney requires standard provisions to be included in every City Contract. The City’s Standard Provisions and Social Program requirements are placed in this section (see Section 4 and Appendix #15: Standard Provisions.)

3.2.7 Evaluation CriteriaEvaluation criteria will differ with each RFP. The sample lists recommended criteria that may be used. Evaluation criteria must reflect what is being requested in the proposal. The Contract Administrator must determine the specific needs of the department. The maximum available points for each of the evaluation criteria factors must reflect the areas most important to the department.

There are two views on listing Evaluation Criteria Weights: (1) It is a good idea and proposers will know what is important to the department, or; (2) The proposer may skew the response to target the most heavily weighted areas and not provide a well-balanced proposal.

3.2.8 Request for Proposal Schedule The proposed schedule is an estimation of milestone dates important to the RFP process. The proposal should state that the City reserves the right to change these dates. If a proposer’s conference is scheduled after the RFP has been released, or if the opening date is extended, the Contract Administrator must send all proposers a revised schedule as an addendum to the RFP.

3.2.9 Appendices This section should contain all documents that the proposer will need in preparing the response to the RFP. This section should be prefaced with an index listing each document. This list is for the convenience of the proposer to ensure that all required documents are addressed.

3.2.10 Proposer Checklist The Proposer Checklist should be used by the Proposer to ensure that all required documents are included in the response. It will also be used by the Contract Administrator to verify that all required documents are received when the proposals are submitted.

01/28/09 13

3.2.11 Proposer Background Information Page and References The background information sheet is a required document. The department must specify the number of references required for the individual RFP. The larger the scope of work and the dollar amount, the more references should be required.

3.2.12 Prior Contract with the City of Los Angeles The City Council passed a resolution requiring all vendors submitting a proposal include a list of all City contracts held within the last ten years.

3.2.13 Proposer Signature Declaration Page The Signature Page is a required document and must be included in every RFP.

01/28/09 14

4 CONTRACT PROVISIONS AND CERTIFICATIONS

Contract provisions included in the RFP inform proposers about administrative requirements that must be incorporated into the contract awarded to the proposer. The two types of terms and conditions are General and Specific. Certain contract provisions are subject to clarification or revised language. These provisions are to be found in the General Terms and Conditions section. Standard contract provisions that are not subject to negotiation during the bid process or re-negotiation after the contract is awarded are placed in the “Specific Terms and Conditions” section of the RFP.

4.1 Standard Provisions for City Contracts The City Council and the City Attorney have resolved that standard provisions for City Professional/Personal Service Contracts must be included in every RFP for Services. Non-compliance with any of the standard provision requirements will render the proposal non-responsive (see APPENDIX #15, Standard Provisions for City Contracts).

4.1.1 Non-Discrimination Practices and Affirmative Action Program The successful proposer must comply with the City’s Affirmative Action Program as a condition of contract award. It is included in the Standard Contract Provisions as PSC #13. If the proposer has a current and approved Affirmative Action Plan on file

with the Bureau of Contract Administration (BCA) - Office of Contract Compliance (OCC), they should indicate the date of approval in their proposal/response in lieu of submitting the required documents provided in Appendix #16;

o If the proposer/respondents have a current approved Affirmative Action Plan on file with another government agency, they should submit proof of compliance such as a copy of a contract or other documentary evidence generated by that agency.

If the proposer/respondents do not have a current approved Affirmative Action Plan on file, they must submit the required documents provided in Appendix #16 (see APPENDIX #16, Affirmative Action).

The following is a summary of the requirements:

4.1.1.1 All Contracts Certification of adherence to Non-Discrimination Clause All subcontracts awarded by the prime contractor performing under

the terms of the City contract shall contain a like Non-Discrimination Clause.

4.1.1.2 Proposals/Responses for Construction Contracts from $1,000 to less than $5,000 and Non-construction Contracts of $1,000 to Less than $100,000

Adhere to Non-Discrimination Clause. Designate a management level Equal Employment Opportunity

Officer. Adhere to Equal Employment Practices Provisions.

01/28/09 15

4.1.1.3 Proposals/Responses for Construction Contracts from $5,000 or more and Non-Construction Contracts of $100,000 or more

Adhere to Non-Discrimination Clause. Designate a management level Equal Employment Opportunity

Officer. Adhere to Equal Employment Practices Provisions. Complete an Ethnic Composition of Total Work Force Report. A signed acceptance of the City’s Affirmative Action Plan or the

proposer’s own plan for approval. This plan must contain, at a minimum, all of the elements of the City’s Plan.

4.1.2 Insurance and Indemnity (All Proposals) Vendor provided insurance shall be required in every personal services agreement. The indemnification requirement is placed in the Specific Terms and Conditions section along with the Standard Provisions for City Contracts, Rev. 10/03 (see http://www.lacity.org/cao/risk/StandardProvisions.pdf). This requirement should not be amended or modified in any way.

All employees (Contract Administrators) who originate bid specifications, requests for proposals or qualifications and/or contracts shall use the guidelines in the City’s Risk Management Procedures Manual (maintained by the Office of the City Administrative Officer (CAO), Risk Management Section) to impose specific insurance coverages, limits and conditions on contractors and consultants. CAO Risk Management personnel will assist Contract Administrators as necessary, with risk assessments for projects having exceptional or unusual conditions to determine any additional coverages, limits or conditions to be imposed in place of those described in the Risk Management Manual. Contract Administrators can establish specific insurance requirements by reviewing previous contracts for the same or similar services, which have previously been reviewed by Risk Management. Based on this analysis, the Insurance Requirements Sheet (Form Gen. 146 at http://caodocs.ci.la.ca.us/riskmgmt/146IR.pdf) should be completed and enclosed with the RFP along with copies of the required City Insurance forms. Proper evidence of insurance must be provided and approved before work commences. The Contract Administrator is required to submit the contract’s Insurance Requirements Sheet (Form General 146/IR) along with the appropriate completed City Insurance form(s) to CAO Risk Management. (The City Insurance forms can be found on interactive e-forms on the CAO Risk Management website at http://www.lacity.org/cao/risk/InsuranceForms.htm.) There are three ways to submit the completed City Insurance forms for review and acceptance determination:

1) Via e-mail (insurance.bonds@cao.lacity.org);2) By mail or in-person at the public counter located at City of Los Angeles,

CAO Risk Management, City Hall East – Room 1240, 200 North Main Street, Los Angeles, CA 90012-4190 – Mail Stop 132 – telephone (213) 978-RISK (7475); or

3) Via fax at (213) 978-7615.

The Contract administrator can directly access and find all updated proof of insurance and accepted documents stored in the Insurance & Bond Tracking

01/28/09 16

System (http://caoib.ci.la.ca.us), which is located within the City intranet CAO homepage website (http://cao.ci.la.ca.us). All operating departments can retrieve and print copies of approved documents directly from the system at the aforementioned intranet web address. Please note that Section 11.51 of the Administrative Code imposes a duty upon every employee responsible for contracts (i.e., the City Contract Administrator) to keep adequate records and make written reports of any default, loss, or damage sustained by the City in connection with that contract.

Vendors that do not comply with insurance requirements at any time during the term of the contract will not be paid and all work on City property by that contractor and subcontractors must cease until the requirement is met. The Contract Administrator is responsible for coordinating with CAO Risk Management, the Office of the City Attorney, and the BCA (which tracks vendor performance) whenever lapsed insurance compromises work-in-progress. The City Attorney determines whether or not work can continue.

4.1.3 Service Contractor Worker Retention Ordinance (SCWRO) and Living Wage Ordinance (LWO) The Living Wage Ordinance requires payment of a minimum living wage to employees of City contractors and their subcontractors (see LAAC Section 10.37). They are included in the Standard Contract Provisions as PSC #21. The Service Contractor Worker Retention Ordinance encourages the retention of existing service workers when a change in contractors occurs (See LAAC Section 10.36).

As the Designated Administrative Agency (DAA), the Bureau of Contract Administration (BCA) is charged with administering and monitoring compliance with the LWO and the SCWRO. The Contract Administrator may obtain current rules and regulations and the most recent forms at http://bca.ci.la.ca.us/index.cfm.

4.1.3.1 Prior To Issuing the RFP/Request for Bid (RFB): Determination of Coverage

Each individual department is responsible for making an initial determination of coverage regarding the LWO (See LWO Departmental Determination Form under the Living Wage Ordinance available at http://bca.ci.la.ca.us/intranet/pdf/lwo/LW%201%20-%20Departmental%20Determination%20Form.pdf). The LWO presumes that all agreements are subject unless an exemption is approved by the BCA. A RFP/RFB determined to be subject to the LWO must incorporate the standard contract language explaining the requirements of the LWO including current wage rates. Additionally, a City contractor application for exemption should also be included in the RFP (see Application for Small Business Exemptions available at http://bca.ci.la.ca.us/intranet/pdf/lwo/LW%2026%20-%20Small%20Business%20Exemption%20Application%20(English).pdf).

4.1.3.2 Review of Submitted Bids and Proposals for LWO Requirements The department must review the submitted bids or proposals to determine if a bidder or proposer has submitted a Declaration of Compliance or whether the bidder or proposer is applying for an exemption from the LWO. If an application for exemption has been submitted, the application must be

01/28/09 17

forwarded to the BCA. If the BCA denies the request for exemption, the bidder or proposer is subject to the LWO. Without an approved exemption from the BCA, the bidder or proposer must adhere to the wage rates and other conditions of the LWO. The original exemption form showing approval by BCA is to be incorporated into the Personal Services Agreement.

4.1.3.3 Execution of Agreement All RFPs and City agreements must incorporate the standard LWO contract language referred to in Appendix A of Regulation 10 of the LWO (found at http://bca.ci.la.ca.us/intranet/pdf/lwo/lwo%20and%20scwro%20CONTRACT%20LANGUAGE.pdf) or the most recent Standard provisions for City Personal Services Contracts so long as the Standard provisions contain the LWO contract language.

4.1.3.4 Employee Information and Subcontractor Information Prior to or at execution of the agreement, the awarding authority shall provide the selected contractor and identified subcontractor(s) with the appropriate LWO and SCWRO information and form(s) available at the BCA website (http://bca.ci.la.ca.us/index.cfm). The awarding authority shall instruct the selected bidder to submit the form(s) directly to the BCA – Equal Employment Opportunity Enforcement (EEOE) Section within 30 days of execution of the agreement.

4.1.3.5 Submission of Copies of the Executed Agreement Upon execution of the agreement, the awarding authority shall provide to the BCA a copy of the completed departmental determination form. The awarding authority shall provide the Controller’s Office with a copy of the Departmental Determination Form and an approved exemption form; otherwise payments due under the agreement may be withheld.

4.1.3.6 Responsibility When More Than One Awarding Authority Is Involved

The lead awarding authority or City department responsible for the drafting and/or administration of the agreement shall be responsible for ensuring that requirements of the LWO and SCWRO are complied with prior to execution of any agreement. The Rules and Regulations Implementing the SCWRO are at http://bca.ci.la.ca.us/intranet/pdf/SCWRO/rules%20and%20regulations%20for%20the%20implementation%20of%20the%20SCWRO.pdf. Review of the Rules and Regulations Implementing the LWO is available at http://bca.ci.la.ca.us/intranet/pdf/lwo/lwo%20RulesandRegs%20rev8_2006.pdf.

4.1.3.7 Bearing the Cost of the Living Wage Ordinance When the LWO was adopted, it was neither intended for the City to absorb

the total cost of the higher wages, or for departments to accept a lower level of services. Rather, it was anticipated that the competitive bid process would enable the maintenance of current-level services while minimizing the impact of the higher costs of services rendered. In order to comply with

01/28/09 18

Council’s intent relative to the implementation of the LWO, and to minimize its economic impact to the City, departments are urged to utilize the competitive bid process unless there is an overriding and compelling reason to do otherwise.

4.1.4 Equal Benefits Ordinance (EBO) “No Awarding Authority of the City shall execute or amend any Contract with any Contractor that discriminates in the provision of benefits between employees with spouses and employees with domestic partners, between spouses of employees and domestic partners of employees, and between dependents and family members of spouses and dependents and family members of domestic partners” (LAAC 10.8.2.1c (1). This requirement is included in the Standard Contract Provisions as PSC #25.

The Equal Benefits Ordinance (EBO) applies to any City agreement over $5,000 executed, amended, or renewed after January 1, 2000. This includes agreements for the purchase of goods, services, construction, and leases. If a bid package was advertised and made available to the public prior to January 1, 2000, the agreement that results from that bid package is not subject to the requirements of the EBO until the agreement is subsequently amended or renewed.

Certification of Compliance (Form OCC/EBO-1): For contractors who will comply with the EBO by offering equal benefits.

Reasonable Measures Certification (Form OCC/EBO-2): For contractors who will comply with the EBO by offering the cash equivalent. This form must be submitted along with the Certification of Compliance (Form OCC/EBO-1).

Provisional Compliance (Form OCC/EBO-3): For contractors who wish to request additional time in order to comply with the EBO. This form must be submitted along with the Certification of Compliance (Form OCC/EBO-1).

While the prospective contractors are required to submit the completed certification form(s) when submitting a bid or proposal, the supporting documentation requested in the certification form(s) need not be submitted with the bid or proposal. Only the selected proposer will be required to submit the supporting documentation requested in the certification form.

Contractors must submit an EBO Compliance Form to the awarding departments for each new RFP. This form can be obtained from http://bca.ci.la.ca.us/intranet/pdf/ebo/EBO-1%20Compliance%20Form.pdf. The EBO Compliance Form from contractors new to the City is forwarded to the Office of Contract Compliance. The Contract Administrator must review the EBO Compliance Form from contractors appearing on the full compliance list. If the contractor’s EBO Compliance Form indicates that there have been changes to its employee benefits, the EBO Full Compliance Listing may not be used and must forward the EBO Compliance Form to the OCC for review and an EBO Determination (see APPENDIX #22).

A list of contractors determined to be in full compliance with the EBO can be found athttp://bca.ci.la.ca.us/intranet/pdf/ebo/_EBO%20DETERMINATION%20REPORT_.

01/28/09 19

pdf. If the contractor’s name appears on the list, departments may use a print out of the relevant page of the listing in place of obtaining an EBO determination from the OCC. The listing is updated every week by the OCC. Only contractors with “Full Compliance”, “No Benefits”, and “One-Person” determinations are listed.

Waivers for special cases are possible, however, they are available under limited circumstances and require approval from the OCC. Department personnel must submit the Equal Benefits Ordinance Awarding Authority Request for Waiver form to OCC for determination prior to RFP publication. The Equal Benefits Ordinance Awarding Authority Request for Waiver form is available at http://bca.ci.la.ca.us/intranet/pdf/ebo/waiver%20Form.pdf. Vendors requesting exemption from program requirements must do so on the EBO Compliance form.

4.1.5 Business Tax Registration Certificate (BTRC) Included in the Standard Contract Provisions, PSC #15 is the requirement that the proposer must have a BTRC prior to the award of the contract (see APPENDIX #24, BTRC Information).

4.1.6 Child Support Obligations The City of Los Angeles has adopted a Child Support Obligation ordinance, which is included in the Standard Contract Provisions as PSC #19. This ordinance requires that all Contractors and Subcontractors, performing work for the City, comply with all reporting requirements and wage and earning assignments relative to legally mandated child support. As a result, every contract that is let, awarded, or entered into with or on behalf of the City of Los Angeles shall contain the following provision:

The contractor(s) and any subcontractor(s) must fully comply with all applicable State and Federal employment reporting requirements for the Contractor(s), and any Subcontractor(s), employees. The Contractor(s) and any Subcontractor(s) must fully comply with all lawfully served Wage and Earnings Assignment Orders and Notices of Assignment in accordance with Ordinance 1721401, which can be reviewed at http://clkrep.lacity.org/councilfiles/97-2162_ORD_172401_02-13-1999.pdf. The ordinance is consistent with California Family Code Section 5230. Contractor(s) and subcontractor(s) must certify that the principal owner(s) thereof (i.e. any person who owns an interest of 10 percent or more) are in compliance with any Wage and Earnings Assignment Orders or Notices of Assignment applicable to them personally. The Contractor(s) and any Subcontractor(s) must certify that such compliance will be maintained throughout the term of the contract.

Failure of the Contractor(s) and/or any subcontractor(s) to fully comply with all applicable reporting requirements or to implement lawfully served Wage and Earnings Assignments or Notices of Assignment or failure of the principal owner(s) to comply with any Wage and Earnings Assignments or Notices of Assignment applicable to them personally shall constitute a default under the contract. Failure of the contractor(s) and/or any subcontractor(s) or principal owner(s) thereof to cure the default within 90 days of notice of such default by the City shall subject the contract to termination.

All Requests for Proposals, Requests for Qualifications, Invitations for Bids, advertisements for bids, and other similar documents must give notice of these

01/28/09 20

provisions to those who bid on or submit proposals for prospective contracts with the City (see APPENDIX #27, Complete Ordinance).

4.1.7 Discounts Language On October 25, 2000, the Council approved language for use in RFP in theStandard Contract Provisions as PSC #24 and ensuing contracts to secure vendor discounts (see APPENDIX #30, Discounts Language).

4.2 Minority, Women and Other Business Enterprises Policy (over $100,000) The policy of the City is to provide minority business enterprises (MBE), women business enterprises (WBE), and all other business enterprises (OBE) an equal opportunity to participate in the performance of all City contracts including procurement, construction and personal services. This policy applies to all City departments authorized to award contracts.

Each City department is responsible for the implementation of MBE/WBE/OBE procedures. The City of Los Angeles accepts vendors listed on the State of California’s database as certified SMBE and/or SWBE firms. This listing is available athttp://www.dot.ca.gov/hq/bep/find_certified.htm. As this is a subcontractor outreach program, the Contract Administrator needs to assess the subcontracting opportunitiesand set a reasonable anticipated level of participation. When the work is highly specialized, proprietary, of an emergency, contingent or on an as-needed basis, the MBE/WBE/OBE Subcontractor Outreach program may not apply.

All applicable proposers, for contracts over $100,000 are required to submit a “MBE/WBE/OBE Subcontractors Information Form (Schedule A)”. This information must be returned with the completed proposal response (see APPENDIX #19, MBE/WBE/OBE Requirements).

4.3 Contractor Responsibility Program Each year the City spends millions of dollars contracting for the delivery of products and services from private sector contractors. The prudent expenditure of public dollars requires that the City’s procurement process result in the selection of qualified and responsible contractors who have the capability to perform the contract.

The Contractor Responsibility Ordinance (CRO) requires that each department make a determination as to whether prospective contractors are responsible and capable of fully performing the work before being awarded a City contract. The Ordinance applies to Requests for Proposals, Requests for Qualifications, Invitation for Bids, “sole-sourced” contracts, and any other procurement processes released to the public on or after September 4, 2001.

The Ordinance requires prospective contractors to complete a Responsibility Questionnaire. A copy page will suffice if there are no changes from last filing.

Completed Questionnaires should be reviewed for those exceptional responses that suggest the possibility of an unsatisfactory record of compliance with statutes and regulations and/or business integrity. The Questionnaire is available on line at http://bca.ci.la.ca.us/intranet/pdf/cro/CROQ%20Service.PDF.

01/28/09 21

The CRO also requires a contractor to: Comply with all federal, state, and local laws in the performance of the contract, Notify the awarding authority within 30 calendar days after receiving notice that any

Governmental agency has started an investigation into violations of any federal, state, or local law in the performance of the contract,

Provide the awarding authority, within 30 calendar days, updated responses to the Questionnaire if a change occurs that would affect the contractor’s responsibility and ability to continue the agreement,

Ensure that subcontractors working on the City agreement comply with all federal, state, and local laws in the performance of the agreement,

Ensure that subcontractors working on the City agreement submit a Pledge of Compliance to comply with the CRO.

Generally, an agreement, including one processed as an Authorization for Expenditure (AFE) with a Letter of Agreement, is covered by the CRO if it meets one of the definitions below:

Service agreements: Agreements covered under the general category of a “service agreement” include:

• An agreement for $25,000.00 or more and for at least three months in which a contractor will provide services to or for the City.

• An agreement for a lease or license of City property if the service to be performed on the property is something that City employees could perform.

• An agreement for the lease or license of City property that is in a location where a substantial number of the general public might visit.

• An agreement for the grant of City financial assistance for $100,000 or more if the agreement is for the purpose of economic development or job growth. City financial assistance may also include loans if certain conditions are met. (Refer to Sec. 10.40.1(b) of the CRO.)

4.4 Small, Local Business Preference program Any proposer who qualifies as a Small, Local Business and is a responsible bidder or proposer shall be granted a preference as to all contracts of $100,000 or less, in an amount equal to 10% of the bid or proposal of the lowest and best responsible bidder or proposer, if that latter bidder or proposer has not qualified as a Small, Local Business (see LAAC Section 10.25-10.30). This preference has been extended to non-profits as well (see LAAC Section 10.5).

Proposers must meet several criteria to qualify for the SLB preference. 1. Have a principal office located in the County of Los Angeles; 2. Hold a City business license (BTRC), if this firm is subject to the City Business

Tax; 3. Has been submitted application to the OCC not less than five (5) calendar days

before the last day for submission of the bid or proposal and be approved prior to award; and

4. Have annual receipts, which are less than $3 million for the previous fiscal year.

The OCC verifies eligibility of business applicants. OCC publishes a list of qualified SLBs for use by all City departments that can be accessed at http://bca.ci.la.ca.us/index.cfm.

01/28/09 22

The Contract Administrator may contact the OCC directly for advice (see APPENDIX #20, Small Local Business Preference Program).

4.5 Other Clauses, Terms and Conditions Inclusion of additional contract clauses may be advisable depending on the contract subject matter, the performance criticality, confidentiality, propriety, or other important features of the contact. Section 12 of this manual details preparation of contracts/agreements that result from the RFP bidding process. Some of these additional clauses are not required in the RFP, but should be placed in the contract. Consult with the City Attorney to ensure that appropriate clauses are included in the RFP and/or Personal Services Agreement (see APPENDIX #32, Contract Clauses).

01/28/09 23

5 DISTRIBUTING THE RFP TO POTENTIAL VENDORS

The Contract Administrator is responsible for the distribution of the RFP to potential vendors. It is important that the document is complete and all required appendices are attached. All records documenting the distribution must be kept in the RFP Master File.

5.1 Approval to Issue Request for Proposal The approval to issue a RFP may vary with each department. The Department Contract Administrator must follow procedures established by the department’s General Manager.

RFPs are usually distributed by mail. However, interested parties may also choose to pick-up copies while visiting City offices. A log must be kept of each potential bidder who is sent or given a copy of the RFP. Amendments or other material changes to the bid must be distributed to every potential bidder who has shown interest. The log will be the only complete record of these bidders at this stage of the process.

5.1.1 General Manager Review In Departments that do not require Commission/Board approval, the Contract Administrator must prepare a report summarizing the need for the RFP for the General Manager’s review and approval prior to issuing the RFP. The City Attorney should also be asked to review the RFP. Departments may wish to have their CAO Budget Analyst review it also.

5.2 Response Time Limits Generally, RFP’s remain open for a period of 21 to 30 calendar days, depending upon the complexity of the procurement or the length of anticipated responses and the scheduling of the proposer ‘s conference.

5.3 Identifying Potential Vendors It is the Contractor Administrator’s responsibility to distribute the RFP to as many qualified vendors as practicable by researching all potential proposers through various sources, for example: the LABAVN (http://www.labavn.org) industry trade shows and organizations directories; Business Yellow Pages, the Supply Management System (SMS)/Financial Management System (FMIS) databases of vendors, etc. One resource for identifying potential vendors that should not be overlooked is the department’s own file archives of closed RFPs.

5.3.1 M/WBE VendorsThe LABAVN can be used to specifically identify M/WBE firms.

5.3.2 Sole Source If the RFP qualifies for a sole source vendor, follow the guidelines established in Charter Section 371, Administrative Code Division 10, and the CAO report (see APPENDICES #1, #4, and #6, Sole Source Information).

5.4 Mailing RFPsRFP solicitations are sent to potential contractor/consultants with a cover letter. The RFP should be sent to potential vendors via US mail. The Contract Administrator must keep detailed records of distribution including date mailed and a list of names and address. Subsequently, a notice may be sent by fax or e-mail advising vendors that the RFP has

01/28/09 24

been mailed and to call the Contract Administrator if they don’t receive it within five days of mailing.

5.5 Advertising Advertising may be necessary or desirable to achieve adequate competition and is an important means of ensuring a fair and open competitive process. Advertising on the City’s World Wide Web was mandated for all RFPs in 1997. Advertising in local newspapers is not required but is strongly recommended to avoid future problems where the RFP award may be contested by a vendor or questioned by Council. Depending on the type of service required, it might be more effective to advertise in a major national publication. More than one technique may be employed to garner maximum competition.

The City Clerk distributed a memo on August 12, 2005 outlining the procedures to be followed for placing official notices including bid advertisements. Please refer to this memo for specific instructions (see APPENDIX #25, Advertising Information).

5.5.1 Responsibility for Placing Advertisements The Contract Administrator is responsible for advertising the RFP.

5.5.2 Advertising Content Advertisements should provide, at a minimum, a brief summary of the proposed contract, the services sought, where copies of the RFP may be obtained, the amount of the bond to be given for the faithful performance of the contract (if appropriate), and the deadline for submitting a proposal. Always include a statement that the City might, at any time during the solicitation or negotiation process, reject any or all proposals or cancel the solicitation without liability if it is in the public’s best interest. All advertisements should also include the phrase “Equal Opportunity Employer.”

5.5.3 The WEB Page The Council requires advertising of RFPs on the City’s World Wide Web site (Internet). The LABAVN can be accessed by link from the City’s Homepage or directly at http://www.labavn.org/. The site provides potential vendors with a single point of access for up-to-date information on contracting opportunities with the City. Suppliers who express interest in doing business with the City of Los Angeles should be encouraged to register at the site and to visit it regularly (see APPENDIX #25a,Council Motion). Contact your department’s LABAVN coordinator for additional information.

5.5.4 Advertising Time Limits The advertisement should be published on the date that the RFP’s are mailed to pre-identified, potential vendors. It should allow sufficient time for vendors to respond, and in any case, no less than 16 days prior to closing. Be sure to verify the publication schedule of the selected newspapers. Some papers may not publish daily and sufficient time should be allowed for the ad to appear in the next issue before the pre-proposal conference is held.

01/28/09 25

6 PRE-PROPOSAL CONFERENCE

A pre-proposal conference is a meeting set up by the Contract Administrator with other departmental personnel, the proposal evaluation team and the potential proposers. The purpose of the meeting is to answer vendors’ questions and to clarify the RFP. A pre-proposal conference may be especially useful if the work to be contracted has not previously been done by contract.

Vendors should submit questions in writing to the Contract Administrator prior to the pre-proposal conference. These questions are read aloud and answered at the pre-proposal conference in front of all prospective bidders in attendance. Subsequently, these written questions and answers are to be distributed to all of those in attendance as well as to all vendors that received the initial RFP including those who were mailed RFPs and those who picked them up from City offices. Question/answer handouts become addenda to the RFP and should be marked accordingly, e.g. Addendum #1 - Question…Answer…

Questions (not previously submitted in writing) may arise during the pre-proposal conference. These questions may require research and can be answered at a later time. Whether these questions are answered in the pre-proposal conference or afterwards, they also become addenda to the RFP and must be distributed to all of the identified potential bidders.

If a pre-proposal conference was not initially planned but the number or extent of questions regarding the RFP indicates a need for one, a separate notice should be mailed and the RFP due date extended, if necessary. This notice also becomes an addendum to the RFP.

6.1 Attendance Sheet An attendance sheet should be prepared and available at the start of the conference. The attendance sheet should list the bid title and the date/time of the conference. It should provide space for the names, companies and telephone numbers of those in attendance. The Contract Administrator should ensure that everyone in attendance signs the attendance sheet. Keep the attendance sheet in the RFP Master File.

6.2 Information Discussed Shortly after the meeting, the Contract Administrator should prepare a written summary of the information conveyed to the participants, any action taken during the conference, etc. The summary should be filed in the RFP Master File.

6.3 Post Meeting Distribution of Materials Materials handed out at the pre-proposal conference shall be available to all parties who may have an interest in the RFP following the conference. If questions raised result in a revision to the RFP, the new or additional information must be provided to all parties who were sent an original RFP. Sufficient time must be allotted between the proposal mailing date, the pre-proposal conference date, the distribution of any new materials and the deadline for submitting the proposals. Experience has shown that at least 21 days at the minimum should be allowed between the initial invitation to bid mailing and the proposal due date (see Section 6.4 below). More time may be required to adequately prepare a comprehensive and responsive bid for more complex and more expensive projects.

01/28/09 26

6.4 Using the Internet – For Questions and Answers Departments may post pre-proposal conference questions/answers and attendance list on the Internet to make it easier for proposers to access the information. This information can be linked to the RFP. Contact your department’s LABAVN coordinator for additional information.

01/28/09 27

7 RECEIVING COMPLETED PROPOSALS

Proposals should be time-stamped upon receipt and held in a secure place until the established due date. A register of proposals should be prepared that includes the RFP number and title, the name of the proposer company, and the date and time of receipt.

Only the names of the proposer companies are read. Proposals must have been received prior to the closing time. Proposals that are late shall be returned unopened to the proposer. “Adequate precautions shall be taken to treat each proposer fairly and to ensure that information gleaned from competing proposals is not disclosed” (see LAAC 10.15 (f) 6).

7.1 Release of Information To maximize competition and maintain the integrity of the process, it is essential that the proposals and their contents be carefully controlled and protected. After receipt of proposals, no information contained within any proposal shall be made available to the public, the proposers, or to anyone who is not on the evaluation team. However, once the selection process has resulted in the award of a contract, proposals become part of the public record.

01/28/09 28

8 EVALUATING PROPOSALS

The outline in this section details the Contract Administrator’s responsibilities in the evaluation process. A committee will be selected to evaluate the proposals. The Contract Administrator will chair the committee and is responsible for preparing all related documentation.

NOTE: Departments and commissions reporting to the Arts, Parks, Health and Aging Committee (previously the Arts, Health and Humanities Committee) are required to utilize unique and specific evaluation procedures (see APPENDIX #23 - May 20, 1997 Letter).

8.1 Selection of Evaluation Committee The Committee should consist of the Contract Administrator and at least two additional members (more members may be included for Citywide RFP’s). Committee members should be selected on the basis of their understanding of the technical requirements of the proposal, as well as their ability to provide an objective and impartial evaluation. It is desirable for at least one committee member to have training in the procurement of services as described in this manual.

In the case of a citywide RFP, an “RFP Team” has already been established. The same team should be part of the evaluation committee.

In an RFP for use by a single department, it is still strongly recommended that personnel from other departments be included as members of the evaluation committee. Interdepartmental evaluation teams are often perceived to be more objective than a team drawn entirely from one department. The evaluation committee should be selected beforethe RFP is mailed to prospective contractors/consultants.

8.2 Responsibility of Evaluation Committee The Evaluation Committee is responsible for making the final selection of the best response to the RFP by doing the following:

1. Fully understanding the scope of work requested and the desired results of the contract.

2. Attending the pre-proposal conference to assist in answering questions. 3. Reviewing and evaluating all proposals and preparing rating sheets based on a

standard format utilizing the established rating criteria determined in the RFP. 4. Identifying proposals deemed non-responsive and documenting the reasons. 5. Conducting oral interviews (strongly recommended) of finalists. 6. Preparing recommendation of award. 7. Notifying unsuccessful proposers, in writing.

8.3 Evaluation Criteria and Rating Format The evaluation criteria are clearly established in the RFP document. It is essential that proposers know how they will be rated.

Members of the Committee should use both an Evaluation Sheet and an Evaluation Summary Sheet to rate the proposals. The wording of the samples that follow is based on the Sample RFP (see APPENDIX #13: Sample RFP Format). In each individual case, more specific information should be included in the “To Be Rated” column. It is important that the evaluation process be as fair and impartial as possible. All information

01/28/09 29

must be documented and kept in the RFP Master File. An awarded contract may be protested and it is imperative that the Contract Administrator maintains a complete record of the evaluation process.

01/28/09 30

8.4 RFP Evaluation Form - sample RATER: ________________

DATE:____________________________

VENDOR NAME: __________________________________ RFP Title/number: _______________________

CRITERIA TO BE RATED MAXIMUM POAVAILABL

Experience of the Proposer as a Firm

How long has the company been in Business? Has the company done similar work? For how long? Does the firm have a good track record and reputation in the

industry?

15

Experience and Qualifications of Personnel

What types of experience do the personnel have? How long have they done similar work?

Proposals should include specific information on the personnel, including subcontractors, assigned.

10

Past Performance of the Firm on contracts of similar size and scope

Every reference should be checked and the Committee should develop a set of questions to ask each reference.

The references should be summarized for review by the Committee 10

City Contracts Held in Past 10 years (if applicable)

Contact Department to obtain reference information. Were there problems with the vendor? Did they perform as required? Would the Department contract with this vendor again?

10

Quality and Responsiveness of the Proposer

Is the proposal clear and understandable? Does the proposal meet all of the RFP requirements?

List any additional specific information 15

Organization’s Financial Stability

Check Bank References Check financial rating by a recognized financial reporting agency

such as Dunn and Bradstreet. 15

Quality Assurance Guarantees and estimated time frame

Look for Best Overall Guarantees What time frames for delivery are established?

Proposer should provide schedules, work plans, milestones or specific dates of delivery of work tasks

10

Any Additional Criteria specific to the RFP

Outline Criteria (Assign Poin

Proposed Level of Fees – Best Overall Value to the City

Compare not only unit prices, but also all factors that will make one proposal a better value overall.

List Specific Criteria i.e. Worksheets, Price Lists, Discounts, etc. in this section. Project Costs should be broken down into salaries, equipment and dollar amount for deliverable task. If the RFP is revenue generating, the revenue projections should be clearly defined.

15

TOTAL POINTS: 100

01/28/09 31

8.5 RFP SAMPLE EVALUATION SUMMARY SHEET

RFP TITLE/NUMBER AND DATE RATER/FIRM FIRM 1 FIRM 2 FIRM 3 FIRM 4 RATER A 98 85 80 70 RATER B 98 88 75 75 RATER C 99 88 80 65 RATER D 97 80 83 70 RATER E 98 85 80 63 RATER F 99 90 80 70 TOTAL 589 516 478 413

MAXIMUM POSSIBLE POINTS – 600 (100 per rater) Rating Categories:

1. Experience of the Proposer as a Firm 15 Points 2. Experience and qualifications of personnel 10 Points 3. Past Performance on Contracts with the City of similar size and scope 10 Points 4. Performance on Contracts with the City in the past 10 years 10 Points 5. Quality and Responsiveness of the Proposal 15 Points 6. Organization’s Financial Stability 15 Points 7. Proposed Level of Fees-Best Overall Value 25 Points TOTAL 100 POINTS

01/28/09 32

8.6 Evaluation of Proposal The Contract Administrator is responsible for coordinating and scheduling the Evaluation Committee Meetings and for facilitating the process.

8.6.1 Pre-Screening Proposals A “pre-screening” of each proposal must be done. The checklist provided in the RFP will be used by the Contract Administrator to verify that all requiredinformation was received before the Committee evaluates the proposals. In the event that required documents were not received and the RFP is deemed non-responsive, the Committee is responsible for listing the proposals that were non-responsive and the reasons why in the final report.

8.6.2 Determining Good Faith Effort Compliance for MBE/WBE/OBE The Contract Administrator is responsible for determining good faith effort points for each responsive proposal. In Appendix #19 there are instructions and a checklist for determining points.

8.6.3 Verification of Affirmative Action Information The Contract Administrator is responsible for forwarding the Affirmative Action information to the BCA, Office of Contract Compliance for approval. The Office of Contract Compliance maintains a master file of all approved plans.

8.6.4 Verification of References One or two committee members should be assigned to call the references listed in the RFP. A set of standard questions should be asked of references for all proposals. The bank references are also verified. After the references are verified, the entire committee should review a summary of the responses.

8.6.5 Verification of Prior City Contracts The City Council adopted a resolution requiring vendors to provide a list of all City contracts held within the past 10 years to be included in the response package on all bids and proposals. The Contract Administrator shall contact all departments that have had/have contracts with the vendor to ascertain the vendor’s performance. This information must be presented to the evaluation committee for consideration. It must also be included in the final written report (see APPENDIX #26, Council Resolution).

The Contract Administrator should also check the Council File Index (CFI) to independently verify the information. The CFI can be checked on the Intranet at http://cityclerk.lacity.org/CFI/ or by calling the City Clerk’s Office at (213) 978-1043.

8.6.6 Rating the Proposals Each committee member should read every responsive proposal and complete an RFP Evaluation Form for each one. If additional sheets are needed for comments, they should be attached to the form. The Committee will then discuss the evaluations. If there are questions, the Chairperson or a Committee member may be assigned to call the proposers for clarification.

On the Summary Sheets and Evaluation Forms, individual raters do not have to be named. A letter or numeric designation is sufficient.

01/28/09 33

After the Evaluation Forms are completed, the scores are placed on the Summary Sheet. The summary sheet will be part of the public record. A selection of the most qualified proposal may be made at this time, or the committee may recommend oral interviews before making a final selection.

8.6.7 Oral Presentations (optional but strongly recommended) At the discretion of the department, based on the Evaluation Committee’s recommendation, proposers may be invited to participate in oral interviews designed to clarify or expand upon aspects of their proposals. This may also be stated as a requirement in the RFP. This is the primary opportunity to meet and evaluate the key staff members assigned to the project by the proposer.

8.7 Evaluation Committee Recommended Vendor Selection Final ranking will be based on all information obtained by the committee during the evaluation process. Price will be considered, but will not necessarily govern selection of the contractor/consultant(s). Award of contract is made to the contractor/consultant with the best combination of price, experience and quality of service delivery.

8.8 Evaluation Committee – Written Report At the conclusion of the evaluation process the committee is responsible for drafting a report that will be sent to the Mayor, Council and/or Board of Commissioners during the final approval phase. The report must list the details of the results of the proposal evaluations. Each individual/firm that responded must have a listed final score and ranking or an explanation why the respondent was deemed non-responsive.

01/28/09 34

9 NOTIFYING PROPOSERS

After the evaluation of proposals, all proposers shall be notified in writing of the name of the successful proposer and shall be thanked for their participation. If a proposer requests additional information, a more in-depth debriefing is appropriate. The Contract Administrator is responsible for providing additional information. Technical personnel may also be called upon to explain the technical evaluation process to the unsuccessful proposer(s).

The debriefing should be conducted in such a way as to assure the proposer(s) that the award was made on a fair, impartial, and objective basis. Debriefing information given to proposer(s) should be factual and consistent with the scoring. The proposer(s) should be informed of the areas in which they did not score as high as the successful proposer, but a point-by-point comparison with other proposers should not be made. Debriefing should not include discussion of the relative positions of the unsuccessful proposers.

The debriefing session should be handled in a professional manner. The Contract Administrator should be helpful and provide constructive information that will assist the contractor when responding to RFPs in the future. The goal is to help the contractor understand why the selection was made and how their performance can be improved in the future.

After the debriefing, the proposer may wish to file a protest of the selection. The Contract Administrator should advise the proposer to follow the protest procedures outlined in the RFP.

A written record outlining the details of the discussion should be included in the RFP Master file.

01/28/09 35

10 PRELIMINARY APPROVAL PROCESS

Each Department has its own internal approval process for RFPs. Approval of the Evaluation Committee’s recommended contractor may vary with each department and is not necessarily automatic. The Department Contract Administrator must follow the established procedures as required by the Board of Commissioners or the General Manager of the Department.

10.1 Commission/Board Approval Required In cases where Commission/Board approval is required, the Contract Administrator must prepare a Board Report, for the General Manager’s signature, summarizing the findings of the Evaluation Committee. The Contract Administrator must be prepared to present the findings orally to the Board and respond to any questions.

After the Board approves the selected vendor, the Contract Administrator moves forward with the preparation of the contract or agreement.

10.2 General Manager Review In Departments that do not require Board approval, the Contract Administrator must prepare a report for the General Manager’s review summarizing the Evaluation Committee’s selection.

After the General Manager’s concurrence with the selection, the Contract Administrator moves forward with the preparation of the contract or agreement.

10.3 Mayor/Council Review On occasion the Mayor and/or the City Council may request that the RFP award recommendation be approved prior to further actions, such negotiations subsequent to award. A report summarizing the process and justifying the award recommendation is prepared and transmitted to them (see APPENDIX #7: ED #3, Executive Review and Approval of Departmental Requests for Regular and Semi-proprietary Departments).

01/28/09 36

11 NEGOTIATIONS

In many instances, the RFP, the proposal responses, and some additional clauses will constitute the contract. However, in cases of large, complex, “high-impact” contracts, there will be a need for negotiations. The negotiation process is conducted prior to the preparation of the final contract. The following is a list of items commonly subject to negotiations:

1. Deliverable Schedules; 2. Work Plan; 3. Assignment of staffing resources; 4. Payment schedules; 5. Payment withholds; 6. Incentives to complete work early; 7. Liquidated damages; and 8. Required City staffing, equipment and materials.

The negotiation process is the beginning of a good working relationship with the vendor. A “win-win” environment will be the basis for a well written, comprehensive contract that will further this relationship. The major benefits of a successful negotiation are found at the back end: completion of the project and a vendor who is motivated to bid on other City projects.

11.1 Negotiating the Terms and Conditions of the Contract The negotiation process is used to structure the terms and conditions that will be included in the final contract. The two negotiation teams have opposing financial goals. The contractor/consultant wants the highest profit possible from the contract. The City wants the best available service at the lowest possible cost. Both parties must be satisfied that the final contract succinctly describes all the services required by the City of that vendor at the right quality, completed at the right time and at a fair and reasonable price.

The following are basic guidelines to consider before negotiations begin:

1. Establish City’s negotiating team - decide who will be the primary speaker and how strategy will be decided upon.

2. Be prepared - It is important to know the subject matter and the details of the RFP and the contractor/consultant’s proposal.

3. Learn as much about the firm as possible, and try to anticipate probable topics of discussion.

4. Learn from the past, in your department and in others, about what to do and not to do on similar projects.

5. Anytime a department wishes to vary from pre-approved Risk Manager or City Attorney required language, the Contract Administrator must get approval of the revised language from the Risk Manager or City Attorney before negotiating these terms with the vendor.

6. Establish the City’s bargaining position and strategy well before negotiations begin. Decide on the maximum price for the service and identify all aspects of the contract document that are negotiable.

7. Identify any tasks or obligations in the proposal document that could be eliminated from the final contract with little or no effect on the service; use these as bargaining chips during negotiation to retain other provisions considered more important.

01/28/09 37

8. Negotiate with those in authority. If possible do not negotiate with anyone who does not have the authority to make a binding decision for the contractor/consultant.

9. Negotiate the critical elements of the contract first, using less important requirements such as reporting, work schedule and payment methods in bargaining. If negotiations start with minor discussions, take a firm stand on some of them so that they can be traded later when more critical terms are negotiated.

10. Schedule negotiations far enough in advance to allow for their unhurried and orderly progress. Do not rush the negotiation process, but make each session productive.

11. Keep accurate minutes of all meetings and discussions, especially key concepts and wording for placement in the contract.

12. Consider unacceptable proposals. If the contractor/consultant proposes an unacceptable term, condition, or price, do not dismiss it outright; instead present an alternative or modification.

13. Always avoid “open conflict.” Agree, disagree, rebut and know when to keep quiet. 14. Strive for a “win - win” solution. Neither party leaves negotiations with everything

hoped for at the outset. Never try to win it all; instead resolve differences through acceptable compromise.

01/28/09 38

12 PREPARING THE FINAL CONTRACT

The Contract Administrator is responsible for the preparation of the final contract or agreement. If negotiations were held, it is important to include an accurate representation of all the negotiated issues.

The major body of the contract may be comprised of the information in the RFP and the proposal responses submitted by the vendor. However, there are other legal clauses that must be incorporated into the final contract (see APPENDIX #29, Contract Clauses).

NOTE: The City Attorney must approve the draft contract prior to giving it to the vendor.

12.1 Contract Format The contract format should include an introductory statement, table of contents, a detailed presentation of all appropriate clauses, a signature page and a listing of all appendices that comprise the total contract.

12.2 Starting the Contract The contract should begin with the standard format illustrated below in Italics:

This agreement is entered into by and between the City of Los Angeles, a municipal corporation, acting by and through the [enter Board of Commissioners or Purchasing Authority of the department] and herein after [Department Name] and the [VendorName] herein after “Contractor”.

W I T N E S S E T HWhereas, The [enter department Purchasing Authority] issued a Request For Proposals on [date] for [enter scope of work service]; and Whereas, after receipt of proposals on [date] and evaluation of said proposals, the [enter Purchasing Authority] approved staff’s recommendation on [date] to award the contract to [enter contractor’s name] on the basis of the best overall value to the City of Los Angeles; Now therefore, in consideration of the premises, and the mutual covenants and agreements herein contained, the parties hereto agree as follows: [Begin the contract]

12.3 List of Contract Documents and the Order of Precedence Refer to all the documents that comprise the contract. The list of contract documents should be in order of precedence as shown in the following example:

“This contract shall consist of the following documents and for the resolution of any conflicting provisions in the documents, they are listed in the order of precedence:

1. This Agreement2. The RFP for [enter RFP Title];3. The proposal response submitted by [enter supplier/vendor’s name];4. Standard Provisions for City Personal Service Contracts [enter

appendix #]

01/28/09 39

12.4 Appropriate Terms and Conditions Select appropriate clauses from the list of additional clauses. There may be a need to write other clauses depending on the contract. Remember - if the requirements are not in the initial approved contract, it may be difficult and costly to add things later. Anytime a department wishes to vary from pre-approved language, written by the City Attorney or Risk Manager, this department should contact said offices in advance, before entering contract negotiations.

12.5 Review Draft of Contract with Vendor Prior to submitting the document for final approval, the Contract Administrator should show the draft to the vendor. Advise the vendor that this is a draft copy only and is subject to further scrutiny and approval. Showing the vendor the draft will ensure that all the negotiated items are correctly represented in the final contract.

12.6 Signature Sheet Each contract must contain a signature sheet. The contract is not executed until this sheet contains all of the required signatures. The contract becomes final on the date that the signature sheet is signed by all participants and that the City Clerk records the contract and issues a contract number. The final approval is obtained before signatures are affixed to the contract (carefully review section 13 of this manual). The order in which signatures are normally obtained is:

A. Contractor B. General Manager or Board President C. City Attorney D. City Clerk

A sample of the signature sheet follows:

01/28/09 40

SIGNATURE SHEET

IN WITNESS WHEREOF, the parties hereto each herewith subscribe the same four (4) identical copies, and this Agreement is executed by the City of Los Angeles, acting by and through the General Manager of the Department of ___ [Department Name]___, and ____ [Name of Contractor Company]______

APPROVED AND AGREED TO:

FOR THE CITY OF LOS ANGELES FOR [Contractor Company Name]

BY: ______[signature]___________________ BY: _______[signature]_____________ General Manager (OR Board President) [Name]Department of__[Department Name]__ [Corporate title]DATE: _[actual date of signing]_ DATE: _[actual date of signing]_

BY: ______[signature]___________________ Commission Executive Assistant (if Board President Signs for Department) DATE: _[actual date of signing]_

APPROVED AS TO FORM: ATTEST: Office of the City Attorney City Clerk

BY: ____[signature]___________________ BY: _____[signature]__________

Assistant City Attorney Deputy City Clerk DATE: DATE: _[actual date of signing]_ DATE: _[actual date of signing]_

CONTRACT#: __ [from City Clerk]___

01/28/09 41

13 OBTAINING FINAL CONTRACT APPROVAL

The Contract Administrator is responsible for coordinating the final approval of the contract. A contract or Authority for Expenditure in excess of $500.00 cannot be executed before final approval and signatures are obtained from the Department General Manager, the Mayor, City Attorney, City Clerk, personnel authorized to act on behalf of the City Council (when required) and the contractor (see APPENDICES #6 and #7, Administrative Code and Mayor’s Directive #ED-3).

13.1 Mayor’s Office/ CAO Responsibilities The CAO assists the Mayor’s Office in reviewing contracts and lease agreements entered into by the City prior to making a formal award. The Contract Administrator is responsible for preparing the package for the Department Head that will be forwarded to the Mayor. The Mayor chooses which proposed contracts to send to the CAO for review.

13.1.1 Charter Section 1022 Determinations The CAO reviews each proposed agreement and amendment referred by the Mayor. The CAO is notified by the Personnel Department of its determination whether City employees can perform the work. The Personnel Department findings are forwarded to the CAO where the proposal undergoes a feasibility review.

Both the Personnel Department and CAO determinations are returned to the department and are placed in the master contract file. However, the 1022 determinations are usually left out of the contract itself. After the Charter Section 1022 review, the proposed contract will be sent to the Mayor’s Office for final review and approval.

The CAO and Personnel Department reports may or may not have the same determinations. When they disagree, the CAO has the final word on whether to go ahead with the RFP, but it does not authorize the contract. Under these conditions, the contract package may also need to be sent to City Council for approval, i.e. if it is determined by the Personnel Department that City employees can do the work (Charter Section 1022). The CAO will recommend appropriate Council action if a Charter Sec. 1022 finding is needed.

CAOCONTRACTUAL REVIEW REQUIREMENTS

The CAO looks for the following items in the contract package for approval.

1 For ALL Contracts and Amendments:

__Original Council Authorization and File Number __Board report/authorization (if applicable) __Business Tax Registration Certificate Number __City Resident Workforce Percentage __Risk Manager Insurance Requirements Form __Prior applicable Charter 1022 Determinations __Statement of Compliance w/AA and MBE/WBE/OBE Policies (GFE)

01/28/09 42

__Statement of Compliance w/CRO and CPEO __Funding source (Name, Fund no., amount and Accounts) __Headquarters address __Council Districts affected __Statement of independence __Charter Section 373/Ad Code 10.5, Est. Annual Payments-- (if applicable) __Original Contract __Outside references contained in contract (if applicable) __Living Wage Declaration Statement __List of All City Contracts held in the last 10 years

2 In addition for Amendments:

__Summary of prior amendments __Incremental funds __/term __/scope of work

3 In addition for New Contracts:

__RFP or RFQ __Rating Matrix __Number of firms advertised to __Number of responses received __Proposed Contract

13.2 Risk Manager Approval The Contract Administrator is responsible for sending the contract directly to the Risk Manager for review and approval. Do not assume that the package sent for CAO approval will be given to the Risk Manager.

13.3 City Attorney The City Attorney is responsible for approving the contract as to form and legality and is

required to sign the original contract document (see APPENDIX #7, City Attorney Approval Form). A preliminary copy of the contract should be sent to the City Attorney as soon as possible. A preliminary copy may be sent to the City Attorney while the contract is being reviewed and approved by the CAO and the Mayor’s Office. It is strongly recommended that anything other than standard, pre-approved language be provided to the City Attorney before and/or during the negotiating process.

The City Attorney’s office must give preliminary approval of the contract prior to sending it to the contractor for signature. The City Attorney will sign the final contract after the contractor and appropriate Department Head.

13.3.1 Contractor Review Form The Contract Administrator is responsible for completing a Contractor Review Form to evaluate whether a contractor is a “contract employee” or not. The analysis must be completed prior to entering into a contract. The original form is forwarded to the Controller. A copy of the Contractor Review Form must be

01/28/09 43

submitted to the City Attorney along with the draft copy of the contract (see Appendix #8, Contractor Review Form).

13.4 Contractor’s Signature After the City Attorney reviews the contract, the Contract Administrator should send the contract to the contractor for signature.

13.5 City Clerk After all parties have signed the contract, it is filed in a central depository in the City Clerk’s Office (see APPENDIX# 7, City Clerk Contract Summary Sheet). City Clerk’s Office personnel stamp the contract with the City’s seal, record the contract and issue a contract number. Copies of the recorded contract are sent to the following:

City Attorney CAO Requesting Department Department Accounts Payable

(NOTE: It is the Contract Administrator’s responsibility to follow up and be sure that the CAO receives a final copy.)

01/28/09 44

14 CONTRACT ADMINISTRATION

Once the contract process is completed, it is the responsibility of the Contract Administrator to monitor the contract. The goal of the Contract Administrator is to work with the contractor/consultant to develop and maintain an environment in which the contractor/consultant can succeed. The Contract Administrator must keep accurate records of all meetings, discussions, problems, etc. This information should be used for preparing the next RFP.

14.1 Implementation Meeting The Contract Administrator should set up a meeting with the key personnel both from the City and the contractor’s staff to discuss and review implementation/start-up issues that include:

1. Names and telephone numbers of contact persons who will be performing the work. 2. Beginning date of implementation. 3. Storage of equipment and security issues. 4. Invoicing and payment issues. 5. Monitoring and reporting issues. 6. Other relevant contractual issues.

14.2 Establish Reporting and Evaluation Procedures In the RFP and the Contract there should be very specific wording outlining the contractor’s compliance with the contract. Assuring quality output in a contract requires ongoing monitoring of the contractor’s work to see that contract requirements are being met. It is the responsibility of the Contract Administrator to establish procedures for receiving reports from the contractor and for preparing evaluations. The Contract Administrator should establish review periods and perform periodic, random, spot checks to ensure compliance.

14.2.1 Living Wage Reporting/Updating/Invoicing As part of the reporting procedures, the Contract Administrator must make provisions for the required reporting procedures of the Living Wage Ordinance (see APPENDIX #21).

14.3 Handling Problems The Contract Administrator is the liaison between City staff and the contractor. City staff should be aware of the contract requirements and any serious problems should be reported to the Contract Administrator. The department’s operating staff should be notified that they must work with the contractor to resolve minor operational issues and details, but any serious problems should be reported to the Contract Administrator immediately.

14.4 Contract Changes/Amendments The City and the contractor are required to perform only those duties described in the contract documents. Even the most comprehensive contract documents may fail to address some aspect of service, delivery or other important issue and will require a amendment.

Either the City or contractor may request a change, however, both parties must agree to it. The City Attorney must approve of any amendment to the contract to ensure that the

01/28/09 45

City’s rights are protected. The changes to the contract are binding only if signed by the principals of the contractor/consultant’s firm such as owner, CEO, etc. and the authorized City designee, such as City Clerk, City Attorney, etc.

14.4.1 Notice of Intent to Contract for Amendments, Extensions Whenever there is an amendment or an extension to an existing contract, a second Notice of Intent to Contract must be submitted to the CAO (see Section 2.2 of this Manual).

14.5 Handling Poor Performance If a vendor performance problem occurs, the Contract Administrator should address the problem immediately and strive to resolve it at the lowest management level possible by doing the following:

1. Attempt to resolve the problem by working directly with the contractor's on-site supervisor. This should be documented on the Vendor Performance Evaluation and filed with the BCA (see APPENDIX #28, Contractor Evaluation Ordinance).

2. If unsuccessful, telephone the contractor and ask for a corrective action. Prepare a detailed report describing the discrepancies using the form available at http://bca.lacity.org/site/pdf/cpeo/cper%20personal%20services.PDF. Mail copies to the contractor and to the BCA – Special Investigations Section.

3. If the problem is still not resolved set up a meeting with the contractor. Include representatives from the Special Investigations Section and the City Attorney, if available. State the problem and give the contractor an opportunity to explain. Minutes of the meeting, including the proposed corrective actions proposed should be sent to the contractor, the Special Investigations Section, the City Attorney, and to the contract master file. Advise department management of the problem. Follow up with distribution of a memo noting successful corrective action, if applicable.

4. If the problem is still not resolved, provide complete documentation to the Special Investigations Section and the City Attorney. Request the advice of the City Attorney’s Office for issuing a default notice to the contractor requiring the contractor/consultant to correct the default within 10 days. Ensure that a copy of this notice is sent to the bonding company.

14.5.1 Default Notice The default notice should include the following:

1. A description of the problem. 2. A chronological outline of events leading to the notice, including a list of telephone

calls and meetings with the contractor. 3. A description of actions the contractor took to resolve the problem and their outcome. 4. A statement that the contractor has defaulted and that the contract will be canceled if

the default or breach is not corrected completely by a specified date. 5. Specific reference to the contract provisions that have been violated and that support

the issue of the notice.

14.6 Canceling the Contract Canceling a contract is always a high-risk option. Cancellation is an action of last resort and should be used only when contract performance has deteriorated, or shows signs of

Deleted: http://www.lacity.org/BCA/cper%20personal%20services.PDF

01/28/09 46

deteriorating, to the point that no other action is possible. The City Attorney and department management must be fully informed of the pending cancellation.

This manual includes recommended “termination clauses” that may be included in the final contract (see APPENDIX #32 Contract Clauses). However, this may have been a negotiated issue and the wording is specific to the contract. It is the responsibility of the Contract Administrator to comply with the actual termination language used in the final contract when recommending cancellation of the contract.

In all cases, the City must have supporting documentation strong enough to convince a bonding company that the cancellation was valid. The documentation should be strong enough to support any litigation the City may bring against the bonding company if it does not agree with the City’s position.

If there is still a need for services, the department should immediately consult with the City Attorney who will advise on the course of action to take, depending on the circumstances. The department should also begin the RFP process immediately.

NOTE: In the event of extremely critical services, departments may want to have a “back up” vendor on contract in case of emergency. This should be discussed with the City Attorney in advance.

01/28/09 47

15 CONTRACT EXPIRATION, EXTENSIONS AND NEW RFP

The Contract Administrator is responsible for monitoring the expiration of the contract. The request for proposal process can take a considerable length of time. A contract that expires before a new contract is issued may cause serious problems.

15.1 Contract Expiration A master log of all current contracts and their expiration dates should be kept in a conspicuous place and should be checked often.

NOTE: Neither the Bureau of Contract Administration nor the City Clerk prompts review of expiring personal services contracts. The Financial Management System (FMIS) does not prompt review of expiring personal services contracts. However, a computerized calendar listing contract hallmark dates can be programmed to automatically prompt action dates (see GroupWise options for an example of this capability).

15.2 Extensions If the continuation of service from one contract to the next is crucial for the department’s operation, an extension clause should be included in every contract. This clause will allow the contract to be extended for a limited period of time in the event of unforeseen circumstances.

15.3 Preparing a New RFP When preparing a new RFP, the Contract Administrator should use all the knowledge and experience gained from administering the previous contract to prepare a thorough and comprehensive RFP. Any problems, amendments or changes encountered in the previous contract should be addressed in the new RFP.

The new RFP process should begin 6 months to 1 year in advance of the current contract expiration to allow sufficient time for all internal and external reviews and approvals.

01/28/09 48

16 RFP/CONTRACT MASTER FILE

The Contract Administrator is responsible for maintaining a comprehensive file documenting the entire RFP Process. The Master File should contain the following items.

1. Index of file contents. 2. Copy of RFP including appendices, addenda, worksheets, response forms, etc. 3. List of all proposers that were asked to submit a proposal; and a list of those that

responded, including identification of M/WBEs. 4. List of all vendors sent a copy of the RFP. 5. Date, time, and place of pre-proposal conference, if any, and issues discussed.

Copies of all questions submitted. List of proposers that attended. 6. All proposals received including appendices, worksheets, etc. 7. Names, titles, and work locations of Evaluation Committee Members. 8. All Evaluation Committee documentation including evaluation forms, summary sheets,

notes, references, oral interview scores and rating sheets (if applicable), and the final written report. This information is crucial in the event of a protest of the award.

9. Letters of notification to non-successful proposers. 10. Protest letters and responses. 11. Date of expiration of contract. 12. Any other related documents. 13. Amendments to the contract during the period of the Contract. 14. The contract itself. 15. Ongoing record/notes of the contract’s performance and the performance of key

employees and subcontractors.

01/28/09 49

17 GLOSSARY

Agreement: In City service contracting, an understanding, usually in writing, between two or more competent persons, under which one person (the contractor/consultant) agrees to perform a service in a manner defined in the agreement and the second person (City) agrees to compensate that person for the services performed in accordance with the conditions of the agreement. An agreement can also be made whereby the contractor/consultant compensates the City for the contractor/consultant’s right to perform a service, such as operating a concession or franchise. Synonymous with contract.

Collusive Bidding: Responses to a solicitation by two or more persons who have secretly agreed to circumvent laws and rules regarding independent and competitive bidding and to skew the process by submitting a “sham” proposal.

Competition: Competition is required for all contracts except for sole source contracts. The RFP process is required for most City-awarded contracts, and is the recommended competitive process for all informal contracts.

Competitive Bidding: The offer of firms to supply specified services by individuals or firms competing for a contract.

Consulting Services: Administrative or technical services to provide service or assistance to the City.

Contract: (1) A written agreement between two or more competent persons to perform or not to perform a specific act or acts. Also, an “Agreement.” (2) All types of [government] agreements, regardless of what they may be called, for the procurement or disposal of supplies, services, or construction. (3) The total legal obligation that results from the parties’ agreement as affected by the Uniform Commercial Code and any other applicable law.

Contract Administration: The management of various facets of contracts to assure that the contractor/consultant’s total performance is in accordance with the contractual commitments and that obligations to the purchaser are fulfilled.

Contract Modification: Any written alteration to specifications, delivery point, rate of delivery, period of performance, price, quality or other provisions of any contract accomplished by mutual action of the parties to the contract.

Contractor/consultant: The party in a contract responsible for performing the service defined in the contract. Synonymous with consultant.

Contractual Services: Services furnished under a contract in which the nature and basis for charges and other pertinent contractual terms and conditions are defined.

Convenience Termination Clause: A contract clause that permits the government to terminate, at its own discretion, the performance of work in whole or in part, and to make settlement of the vendor’s claims in accordance with appropriate regulations and applicable contractual conditions.

01/28/09 50

Cost Plus Fixed Fee: Single or multi-year contracts primarily in the fields of architecture, engineering and other professional and consulting services. Under this method, the contractor/consultant is reimbursed for actual costs and paid a negotiated fixed fee (the contractor/consultant’s profit) that does not change, even if costs exceed the original estimate. However, if the contractor/consultant’s duties increase or decrease in relation to the original scope of work, the fixed fee can be increased or decreased by contract amendment. A major disadvantage of this pricing structure is that because the fee is unaffected by increases in the original reimbursable costs, the contractor/consultant has no incentive to control those costs.

The reimbursable costs include the actual hourly charges of the contractor/consultant’s personnel; payroll taxes, benefits, and other contract-related expenses such as travel, printing, telephone, and computer time; and hourly charges of approved subcontractor/consultants - all reimbursed at the contractor’s costs. No contractor profit or surcharge should be permitted to be part of the reimbursable expenses, and request for payments should be scrutinized to ensure that all costs are reasonable and allocated to the contract. Because the cost reimbursement contract seldom offers incentives for cost control, effective contract monitoring is essential. For example, should the City feel that the number of labor hours is excessive; it may audit the contractor’s employee time charges.

Damages: Compensation, usually monetary, for failure of a contractor to meet contract provisions; also, compensation for injury to persons or property. Compare with liquidated damages.

Default: Failure by either party to a contract to comply with material requirements of the contract.

Default Notice: A written or oral notice that informs the contractor that the contractor is in default and states what the contractor must do to correct (cure) the deficiency. Oral notice must be confirmed in writing.

Design Specifications: A type or manner of writing a purchase description characterized by detail as to how the product is to be manufactured or work is to be performed; generic specification. Appropriate for a unique product or custom work.

Discount: An allowance or deduction from a normal or list price extended by a seller to a buyer to make the net price more competitive.

Discussion: Any oral or written communication between the City and a proposer, whether or not initiated by the City, that (a) involves information essential for determining the acceptability of a proposal, or (b) provides the proposer an opportunity to revise or modify its proposal.

Documentation: Written records kept in the RFP Master File detailing all transactions, correspondence and information on the evaluation, selection and the contract administration process.

Due Process and Damages: Actions taken when considering enforcement of liquidated

01/28/09 51

damages provisions or any other action against a contractor. If performance falls below an acceptable level and the contract administrator believes that assessing liquidated damages is warranted, the contract administrator should consult with the City Attorney before taking any action. All due process procedures set forth in the contract or in applicable laws or regulations must be followed to the letter.

Evaluation Criteria: Factors used to evaluate and rate proposals received in a response to an RFP.

Extension: A provision, or exercise of a provision, of a contract that allows a continuance of the contract (at the option of the jurisdiction) for an additional time according to contract conditions.

Fee: A fixed or variable amount of money to be paid to a contractor as profit, as in a cost plus fixed fee contract; compensation for services rendered.

Firm Fixed Price Contract: A commonly used term for professional personal, professional or training services contracts that last one year or less. The price is not expected to vary significantly because of market fluctuations during the contract term. This contract type is also used for services based on a unit price such as cost-per-day-per-client for residential, medical or social services, unit prices for support or repair services, and hourly rates for professional consultations. The price cannot be adjusted during the contract term. The contractor bears the risk of unforeseen costs and makes a profit only if costs are controlled. If the contractor submits a price subsequently discovered to be too low, cost-control measures initiated in an effort to minimize expected losses could affect service quality. City departments that select this contract type must therefore monitor service quality closely to prevent or minimize drastic drops in the quality of contractor performance.

Fixed Price with Incentive: Single or multi-year contracts in which savings could result through increased productivity or costs reduction without affecting the quality of the service. Both the contractor and the City can benefit from savings effected by the contractor.

Force Majeure: A French term that refers to unexpected or uncontrollable events, including those caused by nature, that can interrupt performance of the contract; these events are not attributable to contractor negligence and excuse the contractor from performance during the events and under certain conditions caused by them.

Functional Specification: A type or manner of writing a purchase description characterized by what results are required rather than a generic description of the product or service.

Hold-Harmless Clause: Contractual clause requiring the contractor to assume sole liability in any actions brought against the contract and absolving the jurisdiction from any responsibility.

Independent Contractor: An independent contractor is one who, in rendering services, exercises an independent employment or occupation and represents an employer only as to the results of his/her work, and not as to the means whereby it is to be accomplished.

Liquidated Damages: An amount of money, designated in a solicitation and as part of a

01/28/09 52

contract, to be calculated on a per diem or other basis and paid upon default of a contract.

Performance Evaluation: Ongoing record/notes regarding good or bad performance of contractors and key contract employees that can be used by other departments for future reference or to document problems in the event of a dispute.

Performance Bond: A specified monetary guaranty held by a responsible corporate surety company prior to the execution of a contract. The performance bond will cover costs incurred by the City in the event of default on the contract.

Professional/Personal Services: (1) Infrequent, technical, or unique functions performed by an independent contractor; (2) Unique scientific, expert, or technical services of a temporary and occasional character performed by independent contractors whose occupation is the rendering of such services. Such contracts are awarded on the basis of proposals rather than bids, and are awarded to the contractor with the best combination of price, experiences, quality of service, and delivery, rather than to the lowest bidder. Examples of professional/professional personal services include research, engineering, management and systems consultation, training, etc.

Progress Reports: Monthly (or more frequent) progress reports usually are required from the contractor. The specifics of this provision should be included in the contract.

Proposal: An executed offer submitted by a proposer in response to a request for proposal and intended to be used as a basis for negotiations for a contract.

Protest: A complaint about a departmental action or decision regarding the bidding process, submitted by a bidder with the intention of obtaining remedial action. Not to be confused with a dispute, which refers to a protest of a City contract decision, not a bidding decision.

Request for Information (RFI): The document used in informal, non-competitive solicitation of information, data, comments, or reactions from possible suppliers preceding the issuance of a Request for Proposals or a multi-step bidding procedure, price is not requested.

Request for Proposals (RFP): Development of a complete, clear, and concise RFP to get an accurate and complete price from the potential suppliers. Included in the RFP is the specification, drawings, statement of work, date of requirements, schedules, instructions to vendors and terms and conditions. It should include a section dedicated to outlining all the necessary instructions for completion of the proposal. The RFP usually provides for negotiation of all terms of a proposal, including price, prior to award.

Request for Qualifications: The document used to obtain statements of qualifications from bidders. Often used to select a bidder to help the City develop a project.

Responsible Proposer: A person who has the ability, in all respects, to perform the contract requirements fully and the moral and business integrity and reliability to assure good faith performance.

Scope of Work: A broad, non-technical description of services to be purchased as opposed to specifications; a description of goods.

01/28/09 53

Service Contract: A contract that calls for a contractor's labor, time, and effort to perform a service in which the provision of goods is incidental to the main purpose.

Sole Source: A particular technical proprietary expertise available from only one source. NOTE: Always refer to CAO policy on Sole Source Contracts (see Appendix #1).

Sole Source Contract: A contract capable of being satisfactorily performed by only one contractor. Examples of sole source contracts include contracts for artists, expert witnesses, translators, physicians, attorneys, or individuals or firms with unique expertise not possessed by others.

Solicitation: An invitation for bids, an RFP, newspaper advertisement, telephone, internet or any other method used to obtain bids or proposals for the purpose of entering into a contract.

Special Provisions: Clauses pertaining to a contract that are unique to the service being obtained, which may supplement or, in some cases, supersede one or more of the general terms and conditions that pertain to the same contract. Synonymous with special terms and conditions.

Statement of Work: Describes the tasks that the contractor will be responsible to perform. Clearly defines the type, scope, schedule, and other relevant characteristics for each task.

Subcontractor: Any person undertaking part of the work of a contract under the control of the principal contractor.

Terms and Conditions: Terms and conditions are the information that will be included in the final contract. The language of the clauses in the terms and conditions section must be approved by the City Attorney and adjusted as necessary to comply with local law. The general terms and conditions section may include clauses that apply to almost every contract and some that are used only when a contract specifically calls for their use. Language that is specific to a particular contract and yet general for all contracts.

Time and Material Contract: A contract for the provision of services under which the City pays the contractor for direct labor at fixed hourly rates that include benefits, payroll taxes, overhead, and contractor profit and for the cost of materials and equipment used in the performance of the contract.