REQUEST FOR PROPOSALS HOUSING LOAN AND CONTRACT MANAGEMENT SYSTEM

Transcription

1 REQUEST FOR PROPOSALS HOUSING LOAN AND CONTRACT MANAGEMENT SYSTEM Date Issued August 7, 2013 Proposal Submittal Due Date September 12, 2013 by 5:00 p.m. To Amy Carter Buyer City of Santa Rosa Purchasing Office 635 First St., 2 nd Floor Santa Rosa, CA Voice Fax acarter@srcity.org The City of Santa Rosa does not discriminate on the basis of disability in the admissions or access to, or treatment of or employment in its programs or activities. Disability-related aids or services, including printed information in alternate formats, to enable persons with disabilities to participate in public meetings, programs, bid openings, and to deliver bid packages to the location specified herein, are available by contacting the Purchasing Department at (707) one week prior to the meeting, program, bid due date or formal bid opening.

2 Page 1 of 28 REQUEST FOR PROPOSALS HOUSING LOAN AND CONTRACT MANAGEMENT SYSTEM Sealed Proposals signed and in the original only, subject to the Request For Proposals, Provisions and Specifications, will be received at the City Purchasing Office located at 635 First Street, 2 nd Floor, Santa Rosa, CA until 5:00 p.m., on September 12, 2013, for furnishing a Housing Loan and Contract Management System as stated herein. Please call City Buyer Amy Carter at if obtaining this RFP through our website in order to notify the City of your interest to bid. This will ensure that you are listed as a potential bidder and will receive any correspondence and/or addendums should they be submitted throughout this process. NOTE: Requests For Information regarding the RFP requirements must be submitted in writing by or letter no later than August 20, 2013 to the contact above. The City may or may not elect to answer question submitted after August 20, Questions and answers will be posted on the City s RFP webpage no later than August 27, Please carefully review the Sample Agreement and Insurance Requirements, Attachment A and Attachment One before responding to the Request for Proposal enclosed herein. Your response to the Request for Proposal must indicate if you are unwilling or unable to execute the agreement as drafted as well as providing the insurance requirements. The City will consider this in determining responsiveness to the Request for Proposal. BACKGROUND The City of Santa Rosa has a population of over 150,000 residents and is located 55 miles north of San Francisco. The Santa Rosa Housing Trust (SRHT) administers the City s affordable housing programs under the oversight of the Housing Authority: Affordable housing inventory exceeds 4,000 units, including rental and ownership units single family, multi-family, senior, special needs, and mobile home. Asset management and compliance portfolio exceeds $100 million, 500 contracts and loans, and more than 2,700 units which are actively monitored for regulatory compliance. 6 primary types of loans new development, acquisition, acquisition/rehabilitation, rehabilitation, special needs, and homeownership Loans range from $10,000 to $10 million with multiple funding sources per loan (upwards of 8 in some cases). Loan terms include amortized, deferred, deferred with residual cash receipts, deferred with shared appreciation, deferred until vacant, interest only, variable interest and rates, and may include periodic financial review dates.

3 Page 2 of 28 SCOPE OF WORK/SPECIFICATIONS Scope of Work The desired goal of this proposal is to implement a Housing Loan and Contract Management system for the City to better service its loan portfolio, while also improving the accounting features, statistical data collection, and reporting capabilities. a) Project implementation and timeline - The proposal should include a detailed project implementation plan, including specific tasks, who performs those tasks (e.g. City, Vendor, etc.), and a timeline for project completion. b) Software - The vendor will identify all software modules and supporting software needed to assure proper operation and provide recommendations for expanded capacity in the future. In addition to listing and describing each of the vendor supplied software components, please also list any additional third party software required. Also describe how vendor s housing loan and contract management system addresses the following: Loan and accounting features, such as calculating and tracking of principal, interest, payments, and adjustments for a variety of loan types with multiple funding sources; produce letters, 1098s, and billings Project specific features, such as tracking of project information, including name, location, contact information, housing and contract types, changes in ownership, fees, compliance requirements, etc. Comprehensive reporting and tracking features, including out of the box reports, as well as report customization tools and capabilities Ease of use, ease of user access, and ability for easy input and output for users Collaboration amongst users Providing efficiencies throughout the overall loan servicing system c) Hardware and Server / Desktop Environment - The vendor will identify all equipment required by their solution to assure proper operation. Make sure to include whether the solution being proposed is for an on-premise solution, a vendor-hosted solution, or both. The following technology standards are in place today at the City, and it is expected that the Housing Loan and Contract Management solution is compatible with these standards: Dell servers running Windows 2008 R2 Server operating system (64-bit preferred) MS-SQL Server 2008 R2 (64-bit preferred) Web servers running Microsoft IIS version 7 VMWare ESXi for virtual server environment Active Directory 2003 in native mode for all directory services Web browsers running Internet Explorer 7, 8, and 9 Client computers running Windows XP and Windows 7 operating systems Client computers running MS-Office 2003, 2007, and 2010 For the proposed solution, at minimum, please specify:

4 Page 3 of 28 Recommended server architecture (e.g. client/server, n-tier, etc.) including a diagram of a typical environment Minimum server and desktop requirements (CPU, memory, disk space, etc.) Confirmation of compatibility with each of the technology standards listed above. If not compatible, please list any exceptions. Compatibility with non-window s based platforms, specifically if the software will function on iphones, ipads and other mobile and tablet devices d) Maintenance and Support - Based on the proposed Housing Loans and Contracts Management software solution, explain how vendor will support the City of Santa Rosa. The vendor is expected to support all software required by the proposed solution via a toll free number staffed and available during normal business hours during periods covered by both the initial warranty and any service agreement. The Vendor should describe his/her company s commitment to customer service and provide examples of how that standard is maintained by their employees on a daily basis. The narrative should address: Escalation Procedures and the use of standard troubleshooting techniques. The Vendor shall also list a single point of contact. List vendor s business hours for providing live telephone support Describe vendor s standard maintenance Is a separate maintenance contract for on-going support required? If so provide an example Confirm that new software releases shall be included as part of the on-going maintenance contract Provide example of license agreement Identify how information will be transferred to the City after the contract has expired (if it is a hosted solution) e) Warranty Describe or provide a comprehensive warranty for all application system solution software and services for a period of at least one (1) year following the date of final delivery and acceptance. The vendor shall warrant that all provided solution components will perform in substantial conformance to the product specifications, contract terms and industry standards. The vendor shall warrant that the medium on which all application software provided is free from defects. The vendor shall warrant that all software and services are of current design, release and professional knowledge at the time of implementation. The vendor shall warrant that it holds sufficient licensing rights and/or title to any application software for which it grants licenses. f) Documentation Describe or provide comprehensive user and system documentation available for the software application. The vendor shall provide any documentation revisions electronically within one week of finalization. The vendor shall provide updated documentation manuals with enhancements or new releases. The vendor shall provide system documentation including flow charts, overview and database file layouts. g) User Training Describe education/training offerings at the following levels: Management Overview User Education Technical/Support Education Other

5 Page 4 of 28 Vendor shall provide computer-based training on the proposed software a list of the anticipated time requirements for the training a list of the training courses that are provided for the software applications proposed in this RFP response a copy of the most recent training schedule address how new users will be trained once the software is implemented Please complete the following Functionality Matrix by placing an X or Yes / No in the appropriate column for each feature identified. HOUSING LOAN AND CONTRACT MANAGEMENT SYSTEM FUNCTIONALITY MATRIX AS A IN THE IN A CUSTOM FEATURE CURRENT FUTURE ENHANCEME VERSION VERSION NT PROJECT COMPONENTS 1 Provide fields for the following project features: project name (multiple names, AKA); location (address, APN, census tract); names and contact info for developer, owner, billing, site manager(s); quadrant/area (such as Station Area Plan, Downtown) 2 Provide fields for housing type (such as senior, multi-family, special needs); contract type (such as inclusionary units, with or without monetary value); additional funding types (such as HCD, AHP with loan type (i.e. EHAPCD) and terms), including multiple types with the ability to add more types, and associated details 3 Provide field for fees charged; attach invoices 4 Provide fields for property changes (such as ownership and rewrite of loan documents); year partnership timeline 5 Provide fields for the following compliance features: date of regulatory agreement(s), term(s), date of initial occupancy/commencement of term, expiration; reports quarterly, recerts annually; targeted income, income fluctuations; rent formula; total units, NOT SUPPORT ED

6 Page 5 of 28 total targeted units; HOME units (# and monitoring requirements, date); Bond (Issuer, Trustee) and DIP fees; other requirements/demographics as required by compliance centric programs (such as CDBG and HOME) 6 Comment log and narrative sections with drop down options and customizable 7 Attach resolutions and additional actions with date field option; Article 34 8 Produce insurance expiration letters; track requirements and due dates (or link to), track other misc dates, reporting senior or junior lender due dates 9 Attach any documents, including but not limited to photos and spreadsheets with the ability to label, sort, delete, or link 10 Track construction commencement and completion dates 11 Track and run reports for any of the items listed above with ability to group or isolate fields, and run by any date selected LOAN AND ACCOUNTING COMPONENTS 1 Calculate principal and interest with an override and process all loan types as follows: monthly payment loans, deferred loans, zero interest rate loans, simple interest rate loans, compound interest loans (annual or monthly), loans that were compounded and changed to simple, and vice versa, loans that have an annual interest rate escalation until year 5 when interest rate becomes fixed, balloon payment loans, loans that have no set end (until vacate), in-kind, shared appreciation, and/or multiple interest rate start dates, and other unique transactions

7 Page 6 of 28 2 Post and process payments for multiple loans that will update the payment records on individual loans (batch and individual processing of payments) 3 Track each of the loan types listed in item #1 separately by funding sources 4 Issue multiple loans for the same property, with different funding sources. For example, one property may get HOME funds and CDBG funds. Each type of loan needs to be tracked independently, but must also be able to print a report showing total loans for property; principal and interest accounted for separately, account for payments 5 Have a loan summary page that captures all loans made to a property with project name and address, dates, borrower name, funding sources, loan amounts, loan numbers 6 Indicate the collateral on the Loan (examples: deed of trust, personal guarantee, etc); catalog details (example: date of deed of trust, document #) 7 Attach any documents to loan records, including but not limited to loan confirmations, financial statements, invoices, and spreadsheets with the ability to label, sort, delete, or link 8 Produce a report showing date of Note, original amount of Note, unpaid principal balance of Note, maturity date, interest rate, accrued interest to date, date to which interest has been paid and description of collateral (loan confirmation info), loan #, interest start date, inception date (per existing LOA0006 report) 9 Produce a report showing all activity on loan from inception to date, or any date range 10 Produce a track changes report that leaves a clear audit trail of all changes and activity made to a loan,

8 Page 7 of 28 and by whom, and can be run by any date selected 11 Distribute payments by pro-rata (based on funding sources) for residual cash receipts loans with ability to identify application of payments to interest and principal 12 Produce a report of active and paid status loans by date 13 Produce reports of loan balances by funding source as of any date selected. Report must include principal and accrued interest to date, payments, loan number, borrower name, interest rate, and fund 14 Store contact information regarding loan recipients 15 Have a property address that is different from the billing/1098 address 16 Have a payer name that is different than the borrower name 17 Differentiate payment types such as monthly payments, residual cash receipts or surplus cash payments, loan payoffs 18 Override loan interest calculation 19 Post negative payments and zero payments 20 Produce a report of payment and disbursement activity (by any time period) by funding type so loan activity can be input in the General Ledger System to an appropriate fund 21 Adjust/correct loan payment posting errors including the ability to back date the correction to the date of the error so interest and principal can accrue correctly 22 Produce a letter to the borrower with the loan balance (principal and accrued interest to date) on the nonpayment loans 23 Send monthly billing (A/R) statements to payment type loans indicating how payment was applied, and current loan balance 24 Make corrections to A/R billings

9 Page 8 of Generate 1098's for specific loans, and none for some loans; track principal and interest based on fiscal year, calendar year, and month 26 Generate delinquency letters 27 Charge recording and late fees and increase balance due on loan 28 Write off loans 29 Produce reports showing payments and write offs during any time period selected; system to calculate principal and interest 30 Calculate loan payoff amounts as of any date selected 31 Have a comment log for tracking loan notes and conversations 32 Run a loan disbursement report by date range; identify first loan disbursement date 33 Track and run reports for any of the items listed above with ability to group or isolate fields, and run by any date selected GENERAL REQUIREMENTS 1 Fields with drop down options 2 Ability to copy and paste, spell check 3 Comment log and narrative sections with drop down options and customizable 4 Generate GIS based information for regional reporting or be able to roll data into GIS system for reporting 5 Produce reports based on predefined or user-defined criteria 6 Develop new reports and make modifications to existing reports 7 Generate standard and custom letters with assignability to program, project, loan 8 Communication to IFAS & IDIS (vendor#, contract #, activity #, etc) 9 Create and track performance

10 Page 9 of 28 indicators such as status of funds, projects, loans, demographics, and housing trends 10 Attach any documents to project, loan, or accounting records with ability to label, sort, delete, create folders, or link to (i.e. existing spreadsheets and files for recorded documents) 11 Modify attachments, if initially attached in error; attached documents 12 Link project, loan, and accounting records -- inter-related system 13 Ability to import/export files and reports to/from Microsoft Office (Excel, Word, etc.) 14 Ability for end-users to create and run ad hoc queries 15 Phone assistance support SOFTWARE 1 Web browsers running Internet Explorer 7, 8, and 9 2 Client computers running Windows XP and Windows 7 operating systems 3 Client computers running MS-Office 2003, 2007, and Assistance via on-line help HARDWARE COMPATIBILITY (if onpremise) 1 Dell servers running Windows 2008 R2 Server operating system (64-bit preferred) 2 MS-SQL Server 2008 R2 (64-bit preferred) 3 Web servers running Microsoft IIS version 7 4 VMWare ESXi for virtual server environment 5 Active Directory 2003 in native mode for all directory services

11 Page 10 of ESTIMATED SCHEDULE OF EVENTS This Request for Proposal will be governed by the following schedule, subject to change: *Release of RFP August 7, 2013 *Deadline for RFI s, to be submitted via to Buyer Amy Carter August 20, 2013 *Responses to RFI s Posted on Web August 27, 2013 *Proposals Due Date September 12, 2013 *Evaluation Panel Review/Initial Scoring Week of September 16, 2013 *Vendor Presentations (If requested) Week of September 30, 2013 *Proposal Evaluation Completed Week of October 7, 2013 *Agreement Document Processing October 7 to November 7, 2013 *City Council Award of Contract December 3, PROPOSAL PROCESS Proposals must not exceed 25 pages, including any charts, graphics, brochures, datasheets, or other attachments and/or marketing materials, unless otherwise stated in the RFP Response Requirements and Format section. Proposals must be submitted in hard-copy format. Hardcopies must include the original and six copies. The original hard-copy must be clearly marked and contain original signatures. Failure to clearly mark the original and provide original signatures may result in a proposal being found non-responsive and given no consideration. The services provided, qualifications, experience, and reference portions of the proposals may be weighted more heavily than the costs. Proprietary data or trade secrets should be clearly identified as such in your proposal. RFP RESPONSE REQUIREMENTS AND FORMAT Please use the following format to structure your RFP response. Your response should include each section detailed below in the order presented. The detail represents the items that are to be covered in each section of your response. Failure to address all items will impact the evaluation and may classify the response as non-responsive and preclude it from further consideration. Section Title Included as Part of 25-page Count Title Page No Table of Contents No A Letter of Transmittal No B Executive Summary Yes C Yes except for Company Background, Financial Experience and Capabilities Statements D Project Work Plan and Schedule Yes E Cost Proposal (Including Attachment B No F References No

12 Page 11 of 28 Technical Proposals Proposals without sufficient submittal data to provide a complete evaluation will not be considered. Proposals must fully address the evaluation factors, complete technical submittal, references and data to verify qualifications and experience. It is anticipated that the form of award will be a firm fixed price contract. Attachment A is an example of a draft contract agreement that would normally be used for this procurement, including Attachment One, the City s Insurance Requirements. Include a statement that your firm can or cannot accept the City s contract terms and conditions and insurance requirements, and list any exceptions to these provisions. Failure to provide the previously mentioned data may be sufficient reason to consider the proposal submitted as non-responsive. At a minimum, Technical Proposals should address the following elements listed below in items A-F. Proposal should provide tabbed sections indicating Tab A, B, C, D, etc. Title Page The title page should include, at minimum, the following: Name of Project: Housing and Loan Contract Management System Submitted by - Company s Name Date of Submittal Indicate Original or Copy x of 6 x indicating the specific copy number for each of the 6 printed copies. Table of Contents The table of contents should outline Sections 1.0 thru 11.0, as described previously in this section. A. LETTER OF TRANSMITTAL The transmittal letter will: Indicate the intention of the Bidder to adhere to the provisions described in the RFP without modification; Identify the submitting organization; Identify the person, by name and title, authorized to contractually obligate the organization; Identify the contact person responsible for this response, specifying name, title, mailing address, phone, fax, and address; Explicitly indicate review and acceptance of the City of Santa Rosa sample contract, or make notation that exceptions or deal breakers have been identified. Acknowledge the proposal is considered firm for one hundred and eighty (180) days after the due date for receipt of proposals or receipt of the last best and final offer submitted; Provide the original signature of the person authorized to contractually obligate the organization.

13 Page 12 of 28 B. EXECUTIVE SUMMARY Include an Executive Summary that presents in brief, concise terms, a summary level description of the contents of the proposal response. The Executive Summary should communicate the bidders understanding of the underlying technology environment and the proposed services primary benefits to the City, including a description of the services proposed, covering the main features and benefits in non-technical terms. In addition, the Bidder must clearly and specifically detail all exceptions to the exact requirements imposed by this RFP. C. COMPANY BACKGROUND, EXPERIENCE AND CAPABILITY Provide a narrative description of your ability to satisfactorily perform the required work by reasons of experience in performing work of a similar nature, demonstrated competence in the services to be performed, strength and stability of the firm, staffing capability, and record of meeting expectations on similar contracts. Provide a complete company profile including background history, years in business, location, description of equipment and technology used to perform the contract and resumes of key personnel that will support the contract. The City, at its option, may require a bidder to provide additional support and/or clarify requested information. D. WORK PLAN AND SCHEDULE Provide a detailed work plan to perform the contract including initial start-up and a schedule. List the steps required and the time required for each step. E. COST PROPOSAL Prices quoted shall remain firm for a period of 180 days, and include all costs associated with the contract Scope of Work. Sales tax must be applied and itemized only where applicable. (See Attachment B) F. REFERENCES Provide a list of at least five (5) references (Northern California references preferred) for which you have provided services of a similar scope to those proposed. References are to include agency name, address, contact person, title, and phone number. 3. EVALUATION CRITERIA An evaluation panel will review all proposals submitted and select the top proposals. These top firms may then be invited to make a presentation to the evaluation panel in City offices in Santa Rosa, California, at no cost to the City. The City may request Best and Final offers. Based on the presentation and Best and Final offers, if requested, the panel will select the proposal which best fulfills the City s requirements. The City will negotiate with that firm to determine final pricing, and contract form. There will be no public opening and reading of bids. Overall responsiveness to the Request for Proposals is an important factor in the evaluation process.

14 Page 13 of 28 Proposals will be evaluated on the basis of: Overall responsiveness to and compliance with the RFP. Proposals must be neat, complete, and full address technical, cost, vendor qualification, reference, and evaluation concerns. Willingness to accept the City s standard agreement and insurance requirements as is. Vendor s responses to Housing Loan and Contract Management System Functionality Matrix (part of Scope of Work). Quality of services as described in the technical portions of the RFP, including implementation, support, and training. Capability and experience serving the affordable housing finance industry, specifically the public sector and preferably a city with a loan portfolio similar to that of the City s. References Costs 4. CONTRACTOR INQUIRIES For Proposal Process Information, Please Contact: Amy Carter, Buyer City of Santa Rosa Purchasing Office 635 First Street, 2 nd Floor Santa Rosa, CA (707) Voice (707) Fax acarter@srcity.org For Technical Information, Please Contact: Nancy Gornowicz Economic Development and Housing Manager City of Santa Rosa Economic Development and Housing Department 90 Santa Rosa Avenue Santa Rosa, CA Phone: (707) NGornowicz@srcity.org Kelli Kuykendall Economic Development and Housing Program Specialist City of Santa Rosa - Economic Development and Housing City of Santa Rosa 90 Santa Rosa Ave. Santa Rosa, CA Phone (707) kkuykendal@srcity.org

15 Page 14 of 28 GENERAL PROVISIONS Proposals: Firms are required to submit a proposal on all bid items. Proposal submittals which do not have all items bid will not be considered. Cash discount must be shown on proposal; otherwise, prices will be considered net. Unless prices and all information requested are complete, proposal may be disregarded and given no consideration. This Request for Proposals shall result in a firm, fixed price contract. In case of default by the firm, the City may procure the articles or services from other sources and may deduct from any monies due, or that may thereafter become due to the firm, the difference between the price named in the contract or purchase order and the actual cost thereof to the City. All prices and proposals must be in ink or typewritten. No pencil figures or erasures are permitted. Mistakes may be crossed out and corrections inserted adjacent thereto and must be initialed in ink by person signing the proposal. All proposals must be signed with the firm's name and by a responsible officer or employee. Obligations assumed by such signature must be fulfilled. Submission of Proposals: Each proposal must be in the prescribed form and submitted in a sealed envelope. The outside of the envelope must be noted with the assigned proposal number and the closing date and time. Information must be furnished complete in compliance with the terms, conditions, provisions and specifications of the Request for Proposals. The information requested and the manners of submission are essential to permit prompt evaluation of all proposals on a fair and uniform basis. Accordingly, the City reserves the right to declare as non-responsive and reject any proposal in which material information requested is not furnished or where indirect or incomplete answers or information is provided. Proposals and modifications or corrections thereof received after the closing time specified will not be considered. Proposals shall be for the total net price including all applicable taxes and charges. No telegraphic, telephone or facsimile of proposals will be accepted. If a photocopy is to be submitted, it must be signed in original, in ink.

16 Page 15 of 28 If you do not bid, return this Request for Proposals and state reason, otherwise your name may be removed from our mailing list. Proposal Postponement and Addendum: The City of Santa Rosa reserves the right to revise or amend the specifications or any other part of the proposal up to the time set for opening. Such revisions and amendments, if any, shall be announced by addendum to this solicitation. Copies of such addendums shall be furnished to all prospective Contractors. Prospective Contractors are defined as those listed on the City Request for Proposals list for this material/service or who have obtained his documents subsequent to the advertisement. If revisions and amendments require changes in quantities or prices proposed, or both, the date set for opening of proposals may be postponed by such number of days as in the opinion of the City shall enable Contractors to revise their proposals. In any case, the proposal opening shall be at least five (5) working days after the last addendum; and the addendum shall include an announcement of the new date, if applicable, for the opening of proposals. Single Proposal Response: If only one proposal is received in response to the Request for Proposals, a detailed cost proposal may be requested of the single Contractor. A cost/price analysis and evaluation and/or audit may be performed of the cost proposal in order to determine if the price is fair and reasonable. Proposal Withdrawal: After the proposals are opened, proposals may not be withdrawn for ninety (90) calendar days. Prior to the date and time set for the proposal opening, however, proposals may be modified or withdrawn by the Contractor s authorized representative in person, or by written telegraphic notice. If proposals are modified or withdrawn in person, the authorized representative shall make his identity known and shall sign a receipt for the proposal. Written or telegraphic notices shall be received in the office of the Purchasing Agent indicated on the REQUIRED DATA FORMS: Designated Contacts page of this Request for Proposals no later than the exact date and time for the proposal opening. A telegraphic modification or withdrawal received in the designated office by telephone from the receiving telegraph office no later than the date and time set for the proposal opening shall be considered if such message is confirmed by a copy of the telegram. Firm Investigation: Before submitting a proposal, each firm shall make all investigations and examinations necessary to ascertain all conditions and requirements affecting the full performance of the contract and to verify any representations made by the City upon which the Contractor will rely. If the firm receives an award as a result of its proposal submission, failure to have made such investigations and examinations will in no way relieve the firm from its obligation to comply in every detail with all provisions and requirements of the contract. A plea of ignorance of such conditions and requirements will not be accepted as a basis for any claim whatsoever by the firm for additional compensation. Competency of Firms: No proposal will be accepted from or contract awarded to a firm: (1) who is not licensed in accordance with the law, (2) who does not hold a license to perform work under this contract to whom a proposal form has not been provided and (3) who has not successfully performed on projects of similar character and scope. Before the award of any contract, the firm may be required to show to the complete satisfaction of the City that it has the necessary facilities, ability, experience, and financial resources to provide the services specified herein in a satisfactory manner. Generally at a minimum, the firm history and references are required. The City may make reasonable investigations deemed necessary and proper to determine the ability of a firm to perform the work. The firm shall furnish the City all information requested for this purpose.

17 Page 16 of 28 Award: The City reserves the right to (1) reject any and all proposals, (2) waive any informality in the proposals and (3) accept the proposal that appears to be in the best interest of the City. The City intends to award to a single firm. In determining and evaluating the best proposal, the prices will not necessarily be controlling, but quality, equality, efficiency, utility, general terms, delivery, suitability of the service offered, and the reputation of the service in general use will also be considered with any other relevant factors. Notice of contract award, if contract be awarded, will be made within ninety (90) days of opening of proposals to the firm, whose proposal complies with all the requirements in the Request for Proposals and is found to be the best value to the City. Within ten (10) days from notice of contract award, the firm shall submit to the City, for approval all Certificates of Insurance evidencing the required coverage as described under Insurance in the City Sample Contract Attachment A. The firm shall not commence work under the terms and conditions of the contract until (1) all Certificates of Insurance have been approved by the City and (2) the firm has received Notice to Proceed (in writing) with an executed copy of the contract from the City of Santa Rosa Purchasing Agent. Contract Administration: Except as otherwise specifically provided in this Request for Proposals and the resulting Purchase Contract or Purchase Order, any notice, submittal or communication required or permitted to be served on a party hereto, may be served by personal delivery to the person or the office of the person identified. Service may also be made by placing a notice, submittal or communication in an envelope with the proper first-class postage affixed thereto and addressed as indicated, and depositing said envelope in the United States mail. (See REQUIRED DATA SECTION) Retention of Records: The firm shall be required to retain any records necessary to document the charges for goods to be provided or services to be performed and make such records available to the City for inspection at the City request for a period of four (4) years. Non-Collusion Affidavit: By signing and submitting a proposal, the firm declares that: the proposal is not made in the interest of, or on behalf of, any undisclosed person, partnership, company, association, organization, or corporation; the proposal is genuine and not collusive or sham; directly or indirectly has not induced or solicited any other firm to put in a false or sham proposal, directly or indirectly has not colluded, conspired, connived, or agreed with any firm or anyone else to put in a sham proposal, or that anyone shall refrain from bidding; the firm has not in any manner, directly or indirectly, sought by agreement, communication, or conference with anyone to fix the proposal price of the firm or any other Contractor, or to fix any overhead, profit, or cost element of the proposal price, or of that of any other firm, or to secure any advantage against the public body awarding the contract of anyone interested in the proposed contract;

18 Page 17 of 28 all statements contained in the proposal are true; and, further, directly or indirectly, has not submitted his or her proposal price or any breakdown thereof, or the contents thereof, or divulged information or data relative thereto, or paid, and will not pay, any fee to any corporation, partnership, company association, organization, proposal depository, or to any member or agent thereof to effectuate a collusive or sham proposal. Proposal Contents: This proposal consists of the Request for Proposals, Provisions, Specifications, attachments and other terms and conditions as are attached or incorporated by reference in the schedule of the Request for Proposals.

19 Page 18 of 28 ATTACHMENT A CITY OF SANTA ROSA GENERAL SERVICES AGREEMENT WITH [NAME OF CONTRACTOR] AGREEMENT NUMBER This Agreement is made as of this day of, 2012 [leave date blank until all parties have signed or until Council approves], by and between the City of Santa Rosa, a municipal corporation ("City"), and [add Contractor s full name, for example, XYZ Sales Corporation or ABC Contracting, LLC or ABC Enterprises, LP, or John Smith, dba Smith Contracting ] a [add type of legal entity and state of entity formation or incorporation, for example, a California Corporation, or a Delaware Limited Liability Company, or a Nevada Limited Partnership, or a sole proprietor ], ( Contractor ). RECITALS A. City desires to purchase single space parking meters with communication service. B. City desires to retain a qualified Contractor to conduct the services described above in accordance with the terms of this Agreement. C. Contractor represents to City that it is fully qualified to conduct the services described above. D. The parties have negotiated upon the terms pursuant to which Contractor will provide such services and have reduced such terms to writing. AGREEMENT NOW, THEREFORE, City and Contractor agree as follows: 1. SCOPE OF SERVICES Contractor shall provide to City the services described in Exhibit A ( Scope of Services ) [attach either City s description of the services to be provided or Contractor s proposal and mark as Exhibit A]. Contractor shall provide these services at the time, place, and in the manner specified in Exhibit A. Exhibit A is attached hereto solely for the purpose of defining the manner and scope of services to be provided by Contractor and is not intended to, and shall not be construed so as to, modify or expand the terms, conditions or provisions contained in this Agreement. The parties agree that any term contained in Exhibit A that adds to, varies or conflicts with the terms of this Agreement is null and void. 2. TIME FOR PERFORMANCE The services described herein shall be provided [during the period, or in accordance with the schedule, set forth in the Scope of Services] or [during the following period [or schedule] - ]. Contractor shall devote such time and effort to the performance of services as is necessary for the satisfactory and timely performance of Contractor s obligations under this Agreement. Neither party shall be considered in default of this Agreement, to the extent that party s performance is prevented or delayed by any cause, present or future, that is beyond the reasonable control of that party.

20 Page 19 of STANDARD OF PERFORMANCE Contractor shall perform all services required under this Agreement in the manner and according to the standards currently observed by a competent practitioner of Contractor s occupation in California. All products and services of whatsoever nature that Contractor provides to City pursuant to this Agreement shall conform to the standards of quality normally observed by persons currently practicing in Contractor s occupation, and shall be provided in accordance with any schedule of performance specified in Exhibit A. Contractor shall assign only competent personnel to perform services pursuant to this Agreement. In the event that City, at any time during the term of this Agreement, desires the removal of any person assigned by Contractor to perform services pursuant to this Agreement, because City, in its sole discretion, determines that such person is not performing in accordance with the standards required herein, Contractor shall remove such person immediately upon receiving notice from City of the desire of City for the removal of such person. 4. COMPENSATION The total of all fees paid to Contractor for the satisfactory performance and completion of all services set forth in Exhibit A shall not exceed the total sum of $. The Chief Financial Officer is authorized to pay all proper claims from Charge Number. 5. BILLABLE RATES, PAYMENTS TO CONTRACTOR a. Billable Rates. Contractor shall be paid for the performance of services at [an hourly rate, daily rate, flat fee, lump sum or other basis], as set forth in Exhibit B. b. Payments. Payments will be delayed where Contractor fails to provide the information required under subsection c. below or fails to comply with the insurance requirements in Attachment One to this Agreement. In no event shall the City be obligated to pay late fees or interest, whether or not such requirements are contained in Contractor s invoice. c. Invoices. Payment will be made on a calendar-month basis in arrears. Invoices shall be submitted to the person and address specified in the Agreement, bid, or purchase order. In the event this Agreement becomes effective or terminates during the course of a month, the amount paid to the Contractor for the partial month shall be determined by prorating the amount on the basis of the number of calendar days involved. Processing of payment will be delayed for Contractor s failure to include reference to Agreement (including number) on the invoice and for failure to maintain current insurance information with the City in accordance with insurance requirements hereunder. In no event shall City be obligated to pay late fees or interest, whether or not such requirements are contained in the Contractor s invoice. Invoices for services provided in June or for any services not previously invoiced shall be submitted within 10 working days after June 30 to facilitate City fiscal year end closing. Failure to comply with this invoice submission requirement may delay payment. In connection with any cash discount specified in the bid response, if applicable, or Contractor s Proposal, time will be computed from the date correct invoices are received by the person and address specified in the Agreement, bid, or purchase order. For the purpose of earning the discount, payment is deemed to be made on the date of mailing of the City warrant or check. All invoices shall contain the following information: 1. Contractor name and remittance address 2. Date of invoice issuance 3. Amount of invoice 4. City purchase order or Agreement number

21 Page 20 of Identification of Agreement or purchase order line item(s) (if multiple lines) and description of services provided 6. Date of completion of services 7. Detail of costs, including labor, materials, tax, etc. d. Business Taxes. Contractor shall pay to the City when due all business taxes payable by Contractor under the provisions of Chapter 6-04 of the Santa Rosa City Code. The City may deduct any delinquent business taxes, and any penalties and interest added to the delinquent taxes, from its payments to Contractor. 6. TERM, SUSPENSION, TERMINATION a. The term of this Agreement shall be for [three years], commencing on the date it is made above. City and Contractor may, upon mutual written agreement of both parties, a three year period, with two two year renewal options, or one four year renewal option, not exceed a total seven year contract b. City shall have the right at any time to temporarily suspend Contractor s performance hereunder, in whole or in part, by giving a written notice of suspension to Contractor. If City gives such notice of suspension, Contractor shall immediately suspend its activities under this Agreement, as specified in such notice. c. City shall have the right to terminate this Agreement for convenience at any time by giving a written notice of termination to Contractor. If City gives such notice of termination, Contractor shall immediately cease rendering services pursuant to this Agreement. If City terminates this Agreement, City shall pay Contractor the reasonable value of services rendered by Contractor prior to termination. In this regard, Contractor shall furnish to City such information as in the judgment of the City is necessary for City to determine the reasonable value of the services rendered by Contractor. City shall not in any manner be liable for lost profits that might have been made by Contractor had the Agreement not been terminated or had Contractor completed the services required by this Agreement. d. Services provided under the Agreement may be continued in succeeding fiscal years for the term of the Agreement, contingent upon funds being appropriated by the City Council. In the event funds are not appropriated, the Agreement shall terminate without penalty on June 30. Nonappropriation or non-funding shall not be considered an event of default. 7. TERMINATION OF AGREEMENT FOR DEFAULT If at any time 1) Contractor fails to conform to the requirements of this Agreement; 2) Contractor seeks relief under any law for the benefit of insolvents or is adjudicated bankrupt; 3) any legal proceeding is commenced against Contractor which may interfere with the performance of this Agreement; or 4) Contractor has failed to supply an adequate working force, or materials of proper quality, or has failed in any other respect to prosecute the work with the diligence and force specified and intended in and by the terms of this Agreement, which default is not fully corrected or remedied to the reasonable satisfaction of City within ten (10) days following the date a written notice thereof by City, then City shall have the right and power, at its option and without prejudice to any other rights or remedies it may have, to immediately terminate this Agreement. Any cost or expense incurred by City arising out of Contractor s breach or default hereunder, and for City s enforcement of these rights, shall be the obligation of Contractor and may, at City s discretion, be deducted from any amounts that may then be owing to Contractor under this Agreement, without any release or waiver of any other rights or remedies in law or equity to which City may be entitled.

22 Page 21 of INDEMNIFY AND HOLD HARMLESS AGREEMENT Contractor shall indemnify, defend and hold harmless City and its employees, officials, and agents, from and against any liability, (including liability for claims, suits, actions, arbitration proceedings, administrative proceedings, regulatory proceedings, losses, expenses or costs of any kind, whether actual, alleged or threatened, interest, defense costs, and expert witness fees), where the same results from or arises out of the performance of this Agreement by Contractor, its officers, employees, agents, or sub-contractors, excepting only that resulting from the sole, active negligence or intentional misconduct of City, its employees, officials, or agents. This indemnification obligation is not limited in any way by any limitation on the amount or type of damages or compensation payable to or for Contractor or its agents under workers' compensation acts, disability benefits acts, or other employees' benefits acts. The provisions of this Section 8 shall survive any expiration or termination of this Agreement. 9. INSURANCE REQUIREMENTS Contractor shall maintain in full force and effect all of the insurance coverage described in, and in accordance with, Attachment One, Insurance Requirements, which is attached hereto and hereby incorporated herein by this reference. Maintenance of the insurance coverages as set forth in Attachment One is a material element of this Agreement and a material part of the consideration provided by Contractor in exchange for the City s agreement to make the payments prescribed hereunder. Failure by Contractor to (i) maintain or renew coverage, (ii) provide the City notice of any changes, modifications, or reductions in coverage, or (iii) provide evidence of renewal, may be treated by the City as a material breach of this Agreement by Contractor, whereupon the City shall be entitled to all rights and remedies at law and in equity, including but not limited to the immediate termination of this Agreement. Notwithstanding the foregoing, any failure by Contractor to maintain required insurance coverage shall not excuse or alleviate Contractor from any of its other duties or obligations under this Agreement. In the event Contractor, with approval of the City pursuant to Section 11 below, retains or utilizes any subcontractors in the provision of any services to City under this Agreement, Contractor shall assure that any such subcontractor has first obtained, and shall maintain, all of the insurance coverage requirements set forth in Attachment One. 10. LEGAL REQUIREMENTS AND PERMITS Contractor represents and warrants that Contractor has all licenses, permits, City Business Tax Certificate, qualifications, and approvals of whatsoever nature that are legally required for Contractor to practice its occupation and provide services under this Agreement. Contractor shall perform all services described herein in compliance with all applicable federal, state and local laws, rules, regulations, and ordinances, including but not limited to, (i) the Americans With Disabilities Act (ADA) of 1990, (42 U.S.C , et seq.), and any regulations and guidelines issued pursuant to the ADA, which prohibits discrimination against individuals with disabilities and may require reasonable accommodations; (ii) and Labor Code Sections , which require prevailing wages (in accordance with DIR schedule at be paid to any employee performing work covered by Labor Code Section 1720 et seq.; (iii) OSHA; and (iv) the Immigration Reform and Control Act of Contractor shall, if requested by City, provide certification and evidence of such compliance. If Contractor is an out-of-state corporation, Contractor warrants and represents that it possesses a valid certificate of qualification to transact business in the State of California issued by the California Secretary of State pursuant to Section 2105 of the California Corporations Code.