NOTICE SAN DIEGO ASSOCIATION OF GOVERNMENTS (SANDAG) AUTOMATED REGIONAL JUSTICE INFORMATION SYSTEM (ARJIS) REQUEST FOR PROPOSALS

(RFP)
Contract Number(s): 5002028 I. RFP SUMMARY Service Requested: The development, delivery, and installation of Regional eWatch Notification System and Interactive Crime Mapping Application and Services Firm Fixed-Fee Project-Specific Task Order One It is estimated that the Agreement/Project maximum expenditure amount shall be between $50,000 and $75,000. Six (6) months to three (3) years, depending on whether the solution chosen is in the Software as Service (SaaS) model (in which case, SANDAG-ARJIS would subscribe to the service for an initial period of up to three (3) years or less) or whether the solution is a purchased product (in which case the required project completion would be six (6) months from the date SANDAG-ARJIS enters into contract with the successful proposer). The firm may submit an off-the-shelf or custom built solution or a combination of both within the timeframes set forth above. The implementation may be provided either as a SaaS Software as a Service and/or as a product - hosted by SANDAG-ARJIS. Submitted invoices based upon firm fixed fees for specified deliverables or portion of services provided as set forth in issued Task Orders. SANDAG-ARJIS will negotiate appropriate progress payments based on completion of milestones. If, however, the selected solution is subscription-based, then payment method will be periodic payments for the subscription. 4 P.M., January 11, 2011 (All time references in this RFP are in Pacific Time.)

Contract Type: Number of Contracts: Amount: Duration:

Solution:

Payment Method:

Deadline for Questions Regarding this RFP:

PROPOSAL DUE DATE:

12 Noon, January 14, 2011

SANDAG 401 B Street, Suite 800 San Diego, CA 92101-4231 (619) 699-1900

SANDAG CONSULTANT/CONTRACTOR INFORMATION FORM (PROPOSER TO COMPLETE AND RETURN FORM WITH PROPOSAL)

Firm Name

Address

Firm Name (i.e., Sole Proprietorship, Partnership, Corporation)

Federal Tax I.D. Number

Identification of Person Authorized to Execute Agreement

Contact Name / Title ( Phone E-mail ) ( Fax )

Firm Point of Contact for SANDAG Project Manager

Contact Name / Title ( Phone E-mail ) ( Fax )

Is your firm a Certified Disadvantaged Business Enterprise (DBE)? No Yes

Will your firm be utilizing certified Disadvantaged Business Enterprise (DBE) firm(s) under this agreement? No Yes (if yes, check all that apply) Hispanic Male Subcontinent Asian Male African American Asian Pacific American Native American Women

RFP No: 5002028

REQUEST FOR PROPOSALS FOR REGIONAL EWATCH NOTIFICATION SYSTEM AND (OPTIONAL) INTERACTIVE CRIME MAPPING APPLICATION AND SERVICES

I.

INTRODUCTION

Thank you for your interest in contracting opportunities with the Automated Regional Justice Information System (ARJIS), a Joint Powers Agency (JPA) administered by the San Diego Association of Governments (SANDAG). ARJIS and SANDAG are hereinafter collectively referred to as SANDAG-ARJIS. Wherever the words ARJIS or SANDAG appear independently in this Request for Proposals (RFP) document, they shall be read as SANDAG-ARJIS. Wherever the words contractor or contractors appear in this RFP document, they shall be read as the equivalent to the words consultant or consultants, respectively. Wherever the words bid or bidder appear in this RFP document, they shall be read as the equivalent of the words proposal or Proposer, respectively. SANDAG-ARJIS is seeking proposals from qualified firms to develop, deliver, and install a Regional eWatch Notification System (Regional eWatch). Firms may also propose an Interactive Crime Mapping Application (Interactive Crime Mapping) of crimes, arrests, and traffic incidents. Both implementations may either be a product or a service in the Software as a Service (SaaS) model. The two solutions: Regional eWatch and Interactive Crime Mapping may be integrated or standalone implementations. This RFP describes the project, the required scope of services, the consultant selection process, and the minimum information that must be included in the proposal. Failure to submit information in accordance with the RFP requirements and procedures may be cause for disqualification. II. BACKGROUND A. ARJIS

ARJIS is a complex criminal justice information system utilized by over 80 local, state, and federal agencies in the San Diego region. ARJIS consists of a number of applications and information systems of various technologies that are used by its customer agencies. The heart of ARJIS is a system that contains data on the regions crime cases, arrests, citations, field interviews, traffic accidents, fraudulent documents, pawns, Uniform Crime Reporting (UCR), gang information, and stolen property. ARJIS is utilized by field officers and deputies, investigators, analysts, and law enforcement management. It provides a host of tools for everything from field identification, tactical analysis, and criminal investigations to crime mapping, statistical reporting, and crime analysis.

RFP No: 5002028

The ARJIS communications network provides applications and connectivity to over 2,500 workstations and printers throughout the 4,265 square miles of San Diego County. There are more than 11,000 system users generating in excess of 35,000 transactions daily. ARJIS is a JPA under the California Government Code, and provides a regional criminal justice Enterprise information system. All municipalities in the county, including the County of San Diego, are member agencies of ARJIS. Member agencies participate in the governance of ARJIS and provide representation to the Business and Technical Working Groups and the Management Committee. The ARJIS member agencies are: Carlsbad Police Department (CBPD) Chula Vista Police Department (CVPD) Coronado Police Department (COPD) El Cajon Police Department (ECPD) Escondido Police Department (ESPD) La Mesa Police Department (LMPD) National City Police Department (NCPD) Oceanside Police Department (OPD) San Diego Police Department (SDPD) San Diego County Sheriffs Department (SDSO)

In addition to the member agencies, there are more than 65 additional member affiliates and ex officio members which are comprised of local, state, and federal law enforcement agencies that utilize the services provided by ARJIS. ARJIS is governed by the SANDAG Public Safety Committee (PSC), a board of elected officials and public safety leaders from the San Diego region. Routine direction is set by and received from the ARJIS Chiefs/Sheriffs Management Committee, comprised of all police chiefs in the county and the Sheriff and high-ranking officials from the ex officio agencies (or their designees). Administratively, ARJIS is a division of the SANDAG. Additional background information about ARJIS and participating agencies can be found at the following Web site: www.arjis.org. B. SANDAG

SANDAG is a legislatively created regional government agency that serves as a technical and informational resource for the areas 18 incorporated cities and the county government, who collectively are the Association of Governments. SANDAG also serves as the federally designated Metropolitan Planning Organization (MPO) and Regional Transportation Commission for the region. Through this association, local governments work together to solve current problems and plan for the future. SANDAG builds consensus, makes strategic plans, obtains and allocates resources, and provides information on a broad range of topics pertinent to the San Diego regions quality of life. SANDAG is governed by a board of directors composed of mayors, council members, and two county supervisors representing the regions 19 local governments. Current members include all the incorporated cities in the region Carlsbad, Chula Vista, Coronado, Del Mar, El Cajon, Encinitas, Escondido, Imperial Beach, La Mesa, Lemon Grove, National City, Oceanside, Poway, San Diego, San Marcos, Santee, Solana Beach, and Vista and the County of San Diego.

RFP No: 5002028

Supplementing the voting members are advisory representatives from Imperial County, the California Department of Transportation (Caltrans), the Metropolitan Transit System (MTS), the North County Transit District (NCTD), the U.S. Department of Defense, the San Diego Unified Port District, the San Diego County Water Authority, Tribal Governments, and Baja California, Mexico. SANDAG conducts regional planning on matters such as growth management, transportation, environmental management, housing, open space, air quality, energy, fiscal management, economic development, and criminal justice. In addition, SANDAG is authorized to operate the FastTrak managed lane system on Interstate 15 and collect a half-cent transactions and use tax in San Diego County known as TransNet, which is used to construct highway, transit, and other types of transportation projects. III. PROJECT SUMMARY A. Project Background Through its ARJIS Enterprise procurement effort, ARJIS is currently transitioning from its legacy mainframe system to a new environment that will include current technologies such as digital photographs, voice, and video recordings. ARJIS Enterprise will provide solutions for more efficient and cost-effective collaboration and exchange of information among San Diegos justice and public safety agencies. The Enterprise procurement effort has led to the selection of Microsofts SharePoint solution for the portal and of Software AGs solution for the middleware components of the Enterprise. The Regional eWatch and the Interactive Crime Mapping solicited through this RFP build on the new ARJIS Enterprise structure by providing ARJIS users and community members with the functionalities described in this RFP. Today, the City of San Diegos Police Department and San Diego County Sheriffs Department provide Neighborhood eWatch notification systems that automatically alert subscribers via e-mail of recent crime activity in their neighborhood. Crime activity information is presented in a tabular list and interactive Web map. This free subscription service provides citizens with information to help reduce crime in their neighborhoods and to increase interaction between neighbors and their respective Police or Sheriffs Department. Crime data from other cities in the San Diego region are not included. There are approximately 20,000 subscribers to the City of San Diegos eWatch system (apps.sandiego.gov/ewatch/index.jsp) and approximately 2,000 (two thousand) subscribers to the San Diego County Sheriffs subscription service. This RFP solicits an eWatch system that is regional in scope. In addition, ARJIS currently provides an Interactive Mapping Application where citizens throughout the San Diego region can view crime activity in their neighborhoods (mapping.arjis.org). Citizens can select a geographical area, a date range and incident types. The result is a Web map of the specified activity where citizens can obtain a report or click on an incident icon to get more details. Incident types shown on the map include crimes, arrests, citations, and traffic incidents. Current

RFP No: 5002028

usage is 1,000 users per day and 10,000 page views per day. The Interactive Crime Mapping Application that firms have the option to include with their eWatch proposal would replace ARJISs current Interactive Mapping Application. B. Project Summary SANDAG-ARJIS is seeking proposals from qualified firms to develop, deliver, and install a new Regional eWatch Notification System that will serve citizens in the entire San Diego region. Firms who submit a proposal for Regional eWatch have the option to also propose an Interactive Crime Mapping Application, which would include crimes, arrests, and traffic incidents. SANDAG-ARJIS will accept either or both of the following: (a) proposal for the Regional eWatch only; or (b) a combined proposal for Regional eWatch and Interactive Crime Mapping. The preferred method is (b), i.e., a combined project replacing both the Regional eWatch and the Interactive Crime Mapping systems simultaneously. Regional eWatch will allow citizens to subscribe to receive a daily e-mail notification of incidents in select area(s) and to view the results in a report format or on an interactive Web map. The system will facilitate cross-jurisdictional searches, including data from all law enforcement agencies that contribute data to ARJIS. Interactive Crime Mapping is a Web-based mapping application and reporting tool to search the ARJIS database for available crime, arrest, and traffic incidents. The application will allow users to search by date range, incident type, and location. It will also provide details on individual crimes and statistics on the selected data set. In case the firm provides database hosting, the data utilized by the Interactive Crime Mapping Application will be provided to the firm via restricted access to the ARJIS data source in an industry standard format. The firm will be required to write an import service to perform the daily data extraction and updates. Both firm-proposed solutions must be able to seamlessly present maps and user subscriptions within the new ARJIS Enterprise public portal using SharePoint 2010 and must be able to generalize location data and restrict reported crime information as may be dictated by SANDAG-ARJIS. C. Procurement Approach SANDAG-ARJIS will accept either or both of the following: (a) proposal for the Regional eWatch only; or (b) a combined proposal for Regional eWatch and Interactive Crime Mapping. The preferred method is (b), i.e., a combined project replacing both the Regional eWatch and the Interactive Crime Mapping systems simultaneously. Proposals for Interactive Crime Mapping alone (i.e., proposals that do not include Regional eWatch) will be deemed nonresponsive and will not be accepted.

RFP No: 5002028

D.

Fee Estimate The estimated range of the fee for the completion of the project is between $50,000 and $75,000. This project is included in the annual Overall Work Program and Program Budget.

E.

Duration of Agreement The proposer that is awarded the contract for this project will be authorized to perform the work pursuant to individually negotiated task orders issued and in accordance with the terms of RFP Attachment 11 Standard Services Agreement. SANDAG-ARJIS reserves the right to extend this estimated project/agreement duration at its sole discretion, based on the specific products and services negotiated between SANDAG-ARJIS and the successful consultant. SANDAG-ARJIS shall negotiate the specific contract duration period with the successful consultant prior to the execution of the Agreement.

F.

Payment This is a fixed-fee contract. The selected consultant will be paid by the following method: submitted invoices based upon deliverables or portion of work completed and accepted by SANDAG-ARJIS. SANDAG-ARJIS will negotiate appropriate in-progress payments based upon completions of milestones. The final payment will be contingent on the final successful implementation acceptance of all of the requirements outlined in the statement of work section of the contract that will result from this RFP and on SANDAG-ARJISs acknowledgement of the satisfactory completion of the project. Since this is a fixed-fee project, transportation and subsistence costs, if any, and any other fees, costs, taxes, etc., shall be included in the total price quoted for the entire project. If the winning proposal is subscription-based, SANDAG-ARJIS will negotiate with the successful proposer payment terms and conditions appropriate to a subscription arrangement.

IV.

SCOPE OF REQUIRED SERVICES A. Project Description The Scope of Work is included in RFP Attachment 2. B. Project Schedule The proposer is to provide, as part of its proposal, a proposed project schedule. Said project schedule shall be submitted, by the proposer, in its proposal document under a separate tabbed and labeled section titled Proposed Project Schedule. It is expected

RFP No: 5002028

that this project will be completed within six (6) months (product purchase model) or three (3) years (SaaS model) of contract award. The project timeline should be in Gantt chart form, or other logical format which outlines major project deliverables. V. SPECIAL CONSIDERATIONS A. Public Agency Piggyback Clause Authorization is hereby requested from the proposer for other governmental agencies to utilize (i.e., piggyback), at their sole discretion, this RFP and any resulting contract issued under this RFP for the purchase of the products and services covered herein. Under such authorization, other public agencies may purchase the products and services specified in this contract using the same terms, conditions, and pricing, if other agencies determine that it is in their best interest to do so. Should other agencies elect to utilize this contract for the procurement of the products and services covered by this contract, SANDAG-ARJIS shall not be a direct or indirect party to the resulting contract with other agencies and assumes no responsibility or liability for any contractual and/or financial obligations of said other public agencies nor any other liability whatsoever that may result from the use of said products or services. To the extent that other public agencies may wish to utilize/piggyback off of any resulting contract under this RFP, the proposer is requested to make its offered products, services, and prices available to such public agencies. However, the estimated quantities and expenditure value referenced in this RFP do not reflect any usage for these other public agencies, and if the proposer elects to provide its offered products, services, and prices to these other agencies, the proposer shall provide them over and above the expenditure values and quantities estimated herein. Therefore, any procurement of products or services by other public agencies under this contract shall not diminish, limit, or impact SANDAG-ARJISs estimated expenditure value and quantities for the products and services specified herein. The proposer is to indicate if it is willing to make its offered products, services, and prices available to these other agencies. To do so, the proposer is to complete and submit with its proposal RFP Attachment 7 Public Agency Piggyback Clause. THE PROPOSERS RESPONSE TO THIS ITEM WILL NOT BE A FACTOR IN THE EVALUATION OF ITS PROPOSAL OR ANY CONTRACT AWARD DECISION MADE UNDER THIS RFP. B. Consultant Collaboration Requirements Given the multiple solutions that will be procured and implemented for the ARJIS Enterprise, SANDAG-ARJIS anticipates that there may be one or more consultants working in the ARJIS environment. The awarded consultants shall therefore be required to work collaboratively in producing the best possible solutions for ARJIS. RFP

RFP No: 5002028

Attachment 8 Consultant Collaboration Requirements outlines these collaboration requirements. Proposers submitting responses to this RFP do thereby agree to accept and to comply with the specified collaboration requirements. C. Payments The selected consultant will be paid by the following method: submitted invoices based upon deliverables or portion of work completed and accepted by SANDAG-ARJIS. SANDAG-ARJIS will negotiate appropriate in-progress payments based on completion of milestones. The final payment will be contingent on SANDAG-ARJISs formal acceptance of the product(s), as set forth in Subsection III.G, above. D. Cost Proposal Instructions Proposers must complete and submit the Cost Proposal form, RFP Attachment 3. The Cost Proposal must signed by an authorized representative of the company. All respondents are required to complete items 1 5 of the Cost Proposal. If a line item is included in a combined total cost, it should be indicated by writing INCLUDED in the line item total. The submitted cost proposal will be used by the SANDAG-ARJIS proposal Evaluation Committee for evaluating, scoring, and ranking short-listed companies, as detailed in RFP Attachments 10, 10.1, and the rest of the RFP. VI. PROPOSAL REQUIREMENTS A. General Requirements 1. The proposal should be concise, well organized, and demonstrate the proposers qualifications and experience applicable to the project. The proposal shall not exceed 1 inch in thickness including firms brochures. Type size (minimum of 9 point) and margins for text pages should be in keeping with accepted standard formats for desktop publishing and processing. The written proposal must include a discussion of the proposers approach to the project, a breakdown and explanation of project tasks, a proposed project schedule, a cost proposal (see RFP Attachment 3 Cost Proposal Form), and documentation of the firms and proposers qualifications for the Scope of Work, as well as any other documents requested in RFP Attachment 1 List of Submittals Required with Proposal (RFP Checklist). The proposer will be evaluated based upon the information submitted in accordance with RFP Section VII Proposal Content and Format Requirements, RFP Section XI Evaluation Criteria, and compliance with all requirements of this RFP.

2.

3.

RFP No: 5002028

B.

Requirements Framework The requirements are organized into the following four categories: (1) Regional eWatch Module - Functional Requirements; (2) Data Exchange and Transition Requirements; (3) Performance and Support Requirements; and (4) Interactive Mapping Module - Functional Requirements. The complete list of these requirements is presented in RFP Attachments 2.1 through 2.4.

C.

Requirements Response Attachments 2.1 through 2.4 of this RFP contain the detailed requirements for the proposed solution(s). For each response to this RFP, proposers must follow the outline below for the Requirements Response section of their proposals. Following is a more detailed explanation of the information sought by SANDAG-ARJIS in each subsection: 1. Specifications Response Overall Solution Approach Value-Added Services Specifications Response This subsection of the Requirements Response section shall provide a comprehensive and written description of the consultants approach to all specifications in the RFP response. After inserting the specifications tables in their response, proposers must first respond directly to each specification entry by placing an X in the applicable column in each row. Descriptions of these column headings are provided in the table below. Immediately following the completed requirements tables, proposers are to provide detailed explanations for their responses to each Requirement ID, according to the format outlined in the table below. Table 1 Specifications Response

Requirement ID Current Capability

List each Requirement ID in the same order as shown in the requirements tables in RFP Attachments 2.1 through 2.4.

Explanation
For each Requirement ID listed, proposers must provide a detailed explanation of how the specification is met.

Future Release
List each Requirement ID in the same order as shown in the requirements tables in RFP Attachments 2.1 through 2.4. For each Requirement ID listed, proposers must provide a detailed explanation of when and how the specification will be met within one (1) year of installation.

Custom Development

RFP No: 5002028

Requirement ID
List each Requirement ID in the same order as shown in the requirements tables in RFP Attachment 2. through 2.4.

Explanation
For each Requirement ID listed, proposers must provide a detailed explanation of how the specification will be customized, implemented, and maintained. Proposers may also note whether the associated custom development will be provided as part of the base package without additional cost. NOTE: If there is an associated cost for the custom development, it must be included in the corresponding Cost Proposal Forms contained in RFP Attachment 3 Cost Proposal Form For each Requirement ID listed, proposers must provide a detailed explanation of why they chose not to provide the specification.

Not Available
List each Requirement ID in the same order as shown in the requirements tables in RFP Attachments 2.1 through 2.4.

NOTE: Each specification must be specifically addressed in the proposal, or an assumption will be made that the consultant cannot accomplish the specification and/or deliverable. ARJIS seeks fully functional, quality solutions that meet all specifications with no or minimal customization required. 2. Overall Solution Approach The Overall Solution Approach subsection of the Requirements Response section shall provide a comprehensive written description of the consultants proposed solution and project approach. Specific emphasis must be placed on: A description of the proposed solution and a discussion about how this solution addresses the goals and requirements of the target environment. How the consultant will accomplish the required functionality. A description of the implementation plan An implementation schedule with pilot/testing periods A description of the initial support plan A description of the long-term support plan addressing all contingency issues identified in the Requirements tables of the RFP as well as any other contingencies anticipated by the proposer.

Any proposal that fails to address or does not adhere to these requirements may be deemed nonresponsive and subject to rejection at SANDAG-ARJISs sole discretion. Proposers may attach other materials that they feel may improve the quality of their responses. However, these materials should be included as items in a separate appendix.

RFP No: 5002028

3.

Value-Added Services Proposers are encouraged to provide descriptions of any value-added services and/or products that are not already referenced by specifications included within this RFP. Any value-added services and/or products may be included in the base package cost or presented as optional components with comprehensive and detailed associated costs. Any said value-added services or products shall be submitted in a separately tabbed section of the proposal and labeled Value Added-Services/Products. Each proposed value-added service and/or product is to be listed with a detailed explanation. The details should note whether the value-added service and/or product is included in the base package cost. If not, the service is to be associated with additional costs and as a result is to be included as an optional component(s) on RFP Attachment 3 Cost Proposal Form .

D.

Other Requirements Notes 1. 2. Software licensing coverage may NOT be on a per user basis. All Cost Proposal Forms submitted will be considered to include a firm, fixed, notto-exceed price for developing, delivering, and installing all required products and services in order to ensure a complete and fully functional implementation and the ongoing operation of the proposed solution. ARJIS reserves the option to procure only select elements of a total proposal at the individual costs quoted for those specific elements. At its sole discretion, ARJIS further reserves the right to procure partial solutions from different proposers, at the individually quoted costs for those partial solutions, if it is deemed to be in ARJISs best interest. Responses are required for each specifications entry (Requirement ID) in the requirements tables listed in RFP Attachments 2.1 through 2.4. An omitted response will be assumed to be the same as a response of Not Available. Any response other than Not Available requires that the specification either be provided within the quoted budget and at the time of installation, or within one (1) year for a response of Future Release. All costs associated with any proposal must be described and included in RFP Attachment 3 Cost Proposal Form. Proposers must provide detailed explanations of how those specifications marked as Current Capability are met by following the instructions presented above. Proposers are not permitted to provide disclaimers in the detailed explanations. Explanations that include disclaimers will be considered as Not Available.

3.

4.

5.

6.

7.

8.

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9.

Proposers must provide detailed explanations of how those specifications marked as Future Release will be met by following the instructions presented above. Proposers must provide detailed explanations of why they chose not to provide those specifications marked as Not Available by following the instructions presented above in 4. SANDAG-ARJIS seeks to procure under this RFP the highest-quality and most functional solution that meets the most specifications set forth herein with no or minimal customization required. If customization is required, it is expected that the cost to meet these specifications is already included in the cost of the proposed solution. In instances where this is not the case, all additional costs must be included in RFP Attachment 3 Cost Proposal Form. Proposers must provide detailed explanations of how those specifications marked as Custom Development will be met by following the instructions presented above. ARJIS will not be responsible for paying any custom-development costs not included in the consultants response. As more fully set forth in RFP Attachment 11 Standard Services Agreement, Exhibit E Software Agreement and Software Escrow Agreement, in the event that the consultant closes its business or discontinues a product, ARJIS will, at its option, have the authority to access and utilize without restriction any portion of the licensed code in use by ARJIS at the time of the providers closure, as well as any updates to the code.

10.

11.

12.

VII.

PROPOSAL CONTENT AND FORMAT REQUIREMENTS A. Contents Proposals submitted in response to this RFP shall be in the following order and shall include: 1. Executive Summary Include a one- to two-page overview of the entire proposal, describing the most important elements of the proposal. 2. Identification of the Proposer and Establishment of the Proposers Fiscal Responsibility Please provide the following information: a. b. Legal name and address of proposers company. Number of years that proposers company has been in business.

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c.

Legal form of company (partnership, corporation, joint venture, etc.). If joint venture, identify the members of the joint venture and provide all information required within this section for each member. If a corporation, certify that the corporation is in good standing with the Secretary of State. If company is wholly-owned subsidiary of a parent company, provide the legal name and form of the parent company. Tax Identification Number. Address(es) of office(s) that will work on this project. If DBE-certified, identify certifying agency, as well as gender and ethnicity. Name, title, address, e-mail address, and telephone number of the person to contact concerning the proposal. State whether the proposer has filed for bankruptcy in the last ten (10) years and provide any other relevant information concerning whether the proposer is financially capable of completing this project. Provide copies of all applicable licenses, certifications, credentials, etc., relevant to or required for this project, the names of the holders of those licenses, and the names of the agencies issuing those licenses. SANDAG is only permitted to award contracts to responsible and responsive proposers. Final determination of a proposer's responsibility will be made upon the basis of initial information submitted in the proposal, any information submitted upon request by SANDAG, information submitted in a Best and Final Offer and information resulting from SANDAGs inquiry of proposer's references and its own knowledge of the proposer. Proposers integrity and reputation, as well as its fiscal responsibility will be taken into account as part of the responsibility determination. evidence that the human and physical resources are sufficient to perform the Agreement as specified and assure delivery of all deliverables within the time specified in the Agreement, to include: i. Sufficient personnel and requisite disciplines, licenses, skills, experience, and equipment to complete the contract as required and satisfy any engineering or service problems that may arise during the warranty period.

d.

e. f. g. h.

i.

j.

k.

ii. Adequate manufacturing facilities sufficient to produce and factorytest equipment on schedule. iii. Procurement and distribution system sufficient to support equipment maintenance without delays and a service organization with skills, experience, and equipment sufficient to perform all warranty and onsite work.

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l.

Evidence of satisfactory performance and integrity on contracts in making deliveries on time, meeting specifications and warranty provisions, and ensuring staff availability, as well as steps the proposer took to resolve any judgments, liens, defects in performance, or warranty claims. Evidence shall be provided via client references.

3.

Experience and Technical Competence (References) Describe the proposers experience in completing similar efforts. List three (3) successfully completed projects of a similar nature. For each completed project, provide the name of the company and project manager the proposer performed work for, telephone numbers, e-mail addresses, type of work performed, and dollar value of the contracts. A project currently being performed may be submitted for consideration as one of the references.

4.

Proposed Method to Accomplish the Work Describe the proposers technical and management approach to the project and how the proposer will plan and accommodate each approach for the project effort. Provide a list and description of all products proposed for this project (this list of all proposed products must match the list provided in RFP Attachments through 2.4). Provide a proposed project schedule summarizing project milestones and an estimation for project completion. Discuss how and what lines of communication will be implemented to maintain the project schedule. This section of the proposal should contain a discussion tailored to the Project and SANDAGs needs. Boilerplate proposals that do not include discussion specific to SANDAG structure, policies, business methods, and Project requirements will receive lower scores. Demonstrated understanding of SANDAG and the Project, with the inclusion of innovative approaches and articulate analyses will receive higher scores. Requirements Response. Describe the proposers response to the requirements listed in this RFP in accordance with the instructions provided in RFP Section VI. The requirements sections that must be filled out by all proposers are: (1) Regional eWatch Module - Functional Requirements; (2) Data Exchange and Transition Requirements; and (3) Performance and Support Requirements. The Interactive Mapping Module - Functional Requirements section is to be filled out by only the firms whose proposal is for both Interactive Mapping and eWatch.

5.

Knowledge and Understanding of San Diego Region and Relevant Laws Describe the proposers experience working in the San Diego region and proposed local presence for interacting with SANDAG-ARJISs project manager and staff. This includes but is not limited to knowledge of city, county, and other local agencies regulations and policies, especially any experience with local governmental law enforcement agencies. Describe the proposers experience with and knowledge of relevant state and federal laws.

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6.

Project Organization and Key Personnel a. Describe the proposed project team organization, including the identification and responsibilities of key personnel. Indicate the role and responsibility of the prime consultant and all subconsultants, including DBE and Underutilized Disadvantaged Business Enterprise (UDBE) subconsultants. If applicable, indicate how local firms are being utilized to ensure a strong understanding of state and local laws, ordinances, regulations, policies, requirements, and permitting. Indicate the extent of the commitment of key personnel for the duration of the project and furnish resumes of key personnel. Provide an indication of the staffing level for the project. SANDAG-ARJISs evaluation of the proposal will consider the proposers entire team; therefore, no changes in the team composition will be allowed without prior written approval of SANDAGARJIS. If subconsultants are to be used, subconsultant letters of commitment to the project are required and must be submitted with the proposal. Describe the experience of the proposers project team in detail, including the teams project manager and other key staff members, on projects of similar size, capacity, and dollar value. For each similar project, include the clients name and telephone number. It is SANDAG-ARJISs policy to interview proposers references, as well as references identified by SANDAG-ARJIS.

b.

7.

Previous Contracts with SANDAG-ARJIS The proposer shall submit a list that identifies all prime contracts and/or amendments awarded to the proposer by SANDAG and ARJIS for the last three (3) years. The list shall include a short description of the project, the project Scope of Work, award date, completion date, name of SANDAGs or ARJISs assigned project manager, and contract value.

8.

Exceptions to This RFP The proposer shall state whether or not it takes exception(s) to this RFP, including but not limited to SANDAGs Standard Services Agreement RFP Attachment 11. If the proposer does take exception(s) to any portion of the RFP or contract, the specific portion to which exception(s) is taken must be identified by section number and explained. Requests for changes or additions to sections of SANDAGs Standard Services Agreement must be shown by requesting deletion of specific words and/or by providing new requested contract language. Requests for the complete replacement of the SANDAG Standard Services Agreement for another contract will not be granted. Failure to make exceptions to the RFP or Standard Services Agreement within the proposal will be deemed a waiver of any objection. Exceptions will be considered by the

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SANDAG-ARJIS Evaluation Committee during the proposal evaluation and scoring process. Exceptions submitted by the proposer potentially could negatively affect the proposers evaluation score. 9. Addenda to This RFP The proposer shall confirm in its proposal the receipt of all addenda issued to this RFP, if any. 10. Required Certifications See RFP Attachment 1 List of Submittals Required with Proposal (RFP Checklist). As part of the proposal package, proposers must submit all of the submittal documents specified in RFP Attachment 1 List of Submittals Required with Proposal (RFP Checklist). 11. Notice of Potential for Conflicts of Interest SANDAG-ARJIS has established a policy concerning a potential conflict of interest in program management, design, and construction. This policy applies to all proposers and their proposed subconsultants. See RFP Attachment 11 Standard Services Agreement for additional information and required certifications by proposers and their subconsultants. All SANDAG-ARJIS procurements must be conducted within ethical standards approved by the SANDAG Board of Directors. These standards can be found in SANDAG Board Policies No. 004 and No. 016 at www.sandag.org/legal. In addition, for all purchases for SANDAG-ARJIS, any practices that might result in unlawful activity are prohibited, including but not limited to rebates, kickbacks, or other unlawful considerations. SANDAG-ARJIS staff are specifically prohibited from participating in the selection process when those staff have a close personal relationship, family relationship, or past (within the last twelve [12] months), present, or potential business or employment relationship with a person or business entity seeking a contract. It is unlawful for any contract to be made by SANDAG or ARJIS if any individual Board member or staff has a prohibited financial interest in the contract.

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Consultants, contractors, vendors, and their agents currently doing business with or planning to seek contract awards from SANDAG-ARJIS are prohibited from giving gifts to SANDAG-ARJIS officers, employees, agents or Board members who have taken or may in the future take part in contracting decisions for SANDAG-ARJIS. SANDAG-ARJISs officers, employees, agents, and Board members shall not solicit or accept gifts, gratuities, favors, or anything of monetary value from consultants, potential consultants, or parties to sub-agreements that could bias their decision-making. This prohibition applies to any gift, gratuity, favor, entertainment, or loan, and includes such items as liquor, lodging, travel, food, and tickets to public functions such as sports events, theater, etc. If a person has any reason to believe a financial or organizational conflict of interest exists with regard to a particular procurement, he/she should notify the SANDAG Office of General Counsel immediately. A proposer is eligible for award of service contracts by SANDAG-ARJIS so long as the contract in question does not create an actual, potential, or apparent financial or organizational conflict of interest. A prohibited organizational conflict of interest exists when a firm is or may be unable to render impartial, objective assistance or advice to SANDAG-ARJIS or when a firm would receive an unfair competitive advantage. Examples of situations that would create such a conflict of interest are listed in Board Policy No. 016. Proposers that have a conflict of interest due to performing work for SANDAG-ARJIS are ineligible to submit a proposal. A process for determining whether a proposer has a conflict is set forth in Board Policy No. 004. Ineligible firms include the prime proposer, its subconsultants, and affiliates of either. An affiliate is a firm that is subject to the control of the same persons through joint ownership or otherwise. 12. Detailed Cost Estimate Proposers are required to submit a completed Cost Proposal Form. The Cost Proposal Form to be used is provided in RFP Attachment 3. Provide an estimate of the total direct and indirect costs to complete all tasks identified in the Scope of Work. Even if the method of payment will be fixed-fee, a detailed cost breakdown shall be provided identifying (1) the number of staff hours and hourly rates for each professional and administrative staff person who will be committed to this project, including fringe and overhead costs; (2) an estimate of all other direct costs, such as materials and reproduction costs; and (3) an estimate of subconsultant services, if needed. This information will be used to determine the reasonableness of proposers estimates and for pre-award audit purposes when appropriate. VIII. SUBMITTAL REQUIREMENTS One (1) original and seven (7) xerographic copies of the Technical Proposal and two (2) sets of CD-ROMs, each set containing a PDF file of the Technical Proposal and the Cost Proposal, shall be submitted. Proposals submitted by fax or e-mail are not acceptable and will not be considered.

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Proposals are to be submitted in sealed packages with the following information clearly marked on the outside of each package: 1. 2. 3. Name of proposer. Project title. Package number (e.g., 1 of 8, 2 of 8).

Eight (8) hard copies of the detailed Cost Proposal shall also be submitted. The proposal and any required certifications shall be signed by an individual or individuals authorized to execute legal documents on behalf of the proposer. A list of the documents that must be submitted with the proposal is set forth in RFP Attachment 1 List of Submittals Required with Proposal (RFP Checklist). Proposer is responsible for submitting its proposal, and any modifications or revisions, so as to reach SANDAGs office as designated in the RFP by the time specified below. Any proposal, modification, or revision received by SANDAG after the exact time specified for receipt of proposals is late and will not be considered, unless it is received before award is made, and the Chief Deputy Executive Director determines that accepting the late proposal would not unduly delay the acquisition; and: (1) It was received before proposals were distributed for evaluation, or within 24 hours after the exact time specified for receipt, whichever is earlier; or (2) There is acceptable evidence to establish that it was received at the SANDAG location designated for receipt of proposals and was under SANDAGs control prior to the time set for receipt of proposals; or (3) It is the only proposal received. The proposal must be received no later than 12 Noon, January 14, 2011, at the office of the following contract administrator: Ms. Janet Yeh Contract Administrator San Diego Association of Governments 401 B Street, Suite 800 San Diego, CA 92101 Postmarks will not be accepted in lieu of this requirement. Failure to comply with any of the requirements of the RFP may result in disqualification. SANDAG-ARJIS is not responsible for finding, correcting, or seeking clarification regarding ambiguities or errors in proposals. If a proposal is found to contain ambiguities or errors, it may receive a lower score during the evaluation process. SANDAG-ARJIS reserves the right to disqualify a proposals detailed cost estimate if there are mathematical or clerical errors, inconsistencies, or missing information that prevent SANDAG-ARJIS from fully evaluating the

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proposal. SANDAG-ARJIS may, but is not required to, seek clarification from a proposer regarding information in a proposal. Errors and ambiguities in proposals will be interpreted in favor of SANDAG-ARJIS. Proposals and/or modifications received subsequent to the hour and date specified above will not be considered. SANDAG-ARJIS reserves the right to waive inconsequential irregularities. IX. PRE-SUBMITTAL ACTIVITIES A. Questions Concerning RFP All questions relating to the RFP must be received in writing via mail, facsimile, e-mail, or hand delivery no later than 4 P.M., January 11, 2011, addressed to: Ms. Janet Yeh Contract Administrator San Diego Association of Governments 401 B Street, Suite 800 San Diego, CA 92101 E-mail: pan@sandag.org A Web page will be developed, maintained, and devoted to this RFP. It can be accessed from www.sandag.org/contracts. Responses to all questions received concerning this RFP will be posted on the Web page devoted to this project (at the link shown above) on an ongoing basis. All responses and all timely questions received concerning this RFP will be posted at least three (3) days prior to the proposal due date or can be obtained by contacting the contract administrator. It is the responsibility of proposers to check the Web page for questions and responses related to this RFP. B. Revision to the RFP SANDAG-ARJIS reserves the right to revise the RFP prior to the date that proposals are due. Revisions to the RFP shall be posted on the Web page devoted to this RFP at least one (1) full business day prior to the deadline for proposals. It is the responsibility of the proposer to check the Web site for any revisions related to this RFP.

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X.

CONSULTANT EVALUATION AND SELECTION PROCESS A. Proposals will be evaluated, negotiated, and selected, and any award will be made in accordance with the criteria and procedures described below. The approach and procedures are those that are applicable to a competitive, negotiated procurement whereby proposals are evaluated to determine which proposal(s) is within the competitive range. Discussions and negotiations may then be carried out with the proposer(s) within the competitive range, after which Best and Final Offers (BAFOs) may be requested. However, SANDAG-ARJIS may select a proposal for award without any discussions or negotiations or request for any BAFO(s). Subject to SANDAG-ARJISs right to reject any or all proposals, the proposer will be selected whose proposal is found to be most advantageous to SANDAG-ARJIS. Proposals will not be publicly opened. All detailed cost estimates (Cost Proposals) and evaluations related to costs will be kept strictly confidential throughout the evaluation, negotiation, and selection process. Only the members of the Evaluation Committee and SANDAG-ARJIS officials, employees, and agents who have a legitimate interest will be provided with access to the Cost Proposals and cost evaluation results during this period. Proposals will be evaluated to determine the responsibility of the proposers. Any proposals from proposers that SANDAG-ARJIS finds not to be responsible and finds cannot be made to be responsible within timelines set by SANDAG-ARJIS may not be considered for the competitive range. Final determination of a proposers responsibility will be made upon the basis of initial information submitted in the proposal, any information submitted upon request by SANDAG-ARJIS, information submitted in a BAFO, and information resulting from SANDAG-ARJISs inquiry of proposers references and its own knowledge of the proposer. Each proposal will be evaluated for responsiveness. Below are the minimum requirements that must be met for a proposal to be considered for the competitive range. All of these requirements must be met; therefore, they are not listed by any particular order of importance. Any proposal that SANDAG-ARJIS finds to not meet these requirements, and which may not be made to meet these requirements within timelines set by SANDAG-ARJIS, may be determined by SANDAG-ARJIS to not be considered for the competitive range. The requirements are as follows: 1. The proposer has demonstrated that it is a responsible proposer by submitting the following (further information regarding proposer responsibility requirements can be found in Board Policy No. 016, which is available at www.sandag.org/legal): a. Evidence of ability to obtain required insurance with coverage values that meet the minimum requirements set forth in RFP Attachment 11 Standard Services Agreement, Standard Conditions, Section 4 Insurance. The ability to obtain required insurance must be evidenced by a letter from an underwriter confirming that the proposer can be insured for the required amount.

B.

C.

D.

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b.

Evidence that the human and physical resources are sufficient to perform the Agreement as specified and assure delivery of all deliverables within the time specified in the Agreement, to include: (1) Sufficient personnel, requisite disciplines, licenses, skills, experience, equipment, facilities, and resources to complete the contract as required and to satisfy any technical, service, or other problems that may arise during the warranty period. Adequate facilities, equipment, personnel, experience, and resources sufficient to produce, install, and test the products on schedule. A spare parts procurement and distribution system and adequate facilities, equipment, personnel, and resources sufficient to support the product maintenance without delays and a service organization with skills, experience, and equipment sufficient to perform all warranty and on-site work.

(2) (3)

c.

Evidence of satisfactory performance and integrity on contracts, in making deliveries on time, meeting specifications and warranty provisions, and ensuring staff availability, as well as steps the proposer took to resolve any judgments, liens, defects in performance, or warranty claims. Evidence shall be provided via client references.

2.

The proposer has followed the instructions of the RFP and included sufficient detailed information, such that the proposal can be evaluated. Any deficiencies in this regard must be determined by SANDAG-ARJIS to be either a defect that SANDAG-ARJIS will waive or the proposal can be sufficiently modified to meet these requirements. The amount of the Cost Proposal would not render this procurement financially infeasible, nor is it reasonable that such amount might be reduced to render the procurement financially feasible.

3.

E.

Proposers of any proposals that have been determined by SANDAG-ARJIS as not in the competitive range, and cannot be reasonably made to be within the competitive range, will be notified in writing that they were not short-listed. Proposers whose proposals are found by SANDAG-ARJIS to be within the competitive range, or may be reasonably made to be within the competitive range, will be notified and any questions and/or requests for clarifications provided to them. Each such proposer may be invited for a private interview(s) with SANDAG-ARJIS to discuss answers to written or oral questions, clarifications, and any facet of its proposal.

F.

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G.

In the event that a proposal, which has been included in the competitive range, contains conditions, exceptions, reservations, or understandings to any Agreement requirements, said conditions, exceptions, reservations, or understandings may be negotiated during these meetings. However, SANDAG-ARJIS shall have the right to reject any and all such conditions and/or exceptions and instruct the proposer to amend its proposal and remove said conditions and/or exceptions. Any proposer failing to do so may cause SANDAG-ARJIS to find such proposal to be outside the competitive range. SANDAG-ARJIS reserves the right to conduct visits to the proposers facilities or to inspect the facilities for which the proposer has supplied or provided the same or similar equipment or services, if appropriate. After all interviews have been completed, if SANDAG-ARJIS chooses to conduct interviews, each of the proposers in the competitive range may be afforded the opportunity to amend its proposal and make its BAFO. SANDAG-ARJIS will then choose that proposer it finds to be most advantageous to SANDAG-ARJIS based upon the evaluation criteria for work on the project. SANDAG-ARJIS reserves the right to make an award to a proposer whose proposal it judges to be most advantageous to SANDAGARJIS based upon the evaluation criteria, without conducting any written or oral discussions with any proposers or solicitation of any BAFOs. SANDAG-ARJIS will establish one or more Consultant Evaluation Committee(s) (Committee(s)) for this project and will include representatives from SANDAG-ARJIS and, when deemed in SANDAG-ARJISs best interest, representatives of its member agencies, the general public, or individuals with experience and expertise in the related discipline(s). Based upon the written proposal, interview (if interview is conducted), reference scores, and other appropriate evaluation factors, the Evaluation Committee(s) will rank the qualified finalists. The Committee(s) will recommend the top-ranked proposer(s) to SANDAGs Executive Director and/or designee and will request authority to enter into negotiations with one or more firms in the competitive range. The Executive Director and/or designee has final authority for making a selection that is SANDAGs best interest. The proposer(s) selected for negotiations will be sent a Notice of Intent to Award or Notice of Intent to Negotiate. Proposers that are not selected for negotiations will be sent a Notice of Intent to Enter Negotiations with Another Proposer.

H.

I.

J.

K.

L.

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M.

Upon receipt of the Executive Directors and/or designees authorization to negotiate, SANDAG-ARJIS will establish a negotiating team and enter into negotiations with the firm(s) in the competitive range. The negotiations may cover the Scope of Work, contract schedule, contract terms and conditions, technical specifications, level of effort, and price. If the negotiating team is unable to reach an acceptable agreement with the preferred firm, the negotiating team will recommend to the Executive Director that negotiations be terminated and that negotiations with one or more other firms be initiated. The Executive Director has final authority to terminate negotiations and begin negotiations with another proposer when he determines is in SANDAGs best interest to do so.. After completion by SANDAG-ARJIS of a pre-award audit and negotiation of a proposed Agreement that is fair and reasonable, the negotiating team will recommend to the Executive Director and/or designee that SANDAG-ARJIS enter into the proposed Agreement. Final authority to approve the Agreement rests with the Executive Director and/or designee. No work on the project may commence until after the Agreement has been executed by all of the parties. Any work performed by a proposer prior to execution of the Agreement by SANDAG-ARJIS will be uncompensated. Due to concerns regarding confidentiality during contract negotiation process, consultants will not be debriefed until after contract negotiations have been completed.

N.

O.

XI.

EVALUATION CRITERIA A. If SANDAG-ARJIS chooses to conduct proposer interviews as part of its evaluation process, proposals will first be evaluated on the criteria outlined in RFP Attachment 9 Company Short List Evaluation Form. Short-listed proposers will then be interviewed and evaluated according to the criteria set forth in RFP Attachment 10 Company Interview Evaluation Form. Proposer interviews would then include a one-hour presentation/demonstration of the firms technology. SANDAG-ARJIS reserves the right to independently score the Short List Evaluation and the Interview Evaluation or combine the scores. The criteria in the Short List Evaluation worksheet are the basis for the initial evaluation, during which proposers proposals are scored and ranked to establish a short list of firms to be interviewed, if proposer interviews will be conducted. Each panel member will convert the weighted scores to ranks, with the highest weighted score ranked one (1), the next highest score ranked two (2), and so on. All panel members ranks will be combined, and the lowest combined rank score will be the top-ranked firm for the Short List and Interview Evaluations. If proposer interviews are not conducted, then RFP Attachment 10.1 Proposal Evaluation Form (No Interview) will be used to evaluate proposals. It is SANDAG-ARJISs policy to conduct reference interviews for proposers. Reference interview results will be considered during the evaluation and selection process. Only responsible proposers submitting responsive proposals will be considered.

B.

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C.

Proposers detailed cost estimates and/or a determination of which proposal offers the best value to SANDAG-ARJIS will be part of the evaluation process. Proposers detailed cost estimates will have the value assigned below in the evaluation criteria descriptions. Cost estimates/proposals are a component of the proposal and shall become subject to disclosure as a public record after one or more contracts are executed unless the proposer has clearly identified the cost estimate/proposal as a confidential trade secret.

XII.

SCHEDULE FOR NOMINATION, SELECTION, AND AWARD SANDAG anticipates the process for nominating and selecting a proposer and awarding the contract will be according to the following tentative schedule: A. B. C. D. E. F. G. H. I. Issue RFP ................................................................................................. December 28, 2010 Last Day to Submit Questions Regarding RFP ............................. 4 P.M., January 11, 2011 Proposal Due Date .................................................................... 12 Noon, January 14, 2011 Short List Meeting ....................................................................... Week of February 7, 2011 Oral Interviews (if SANDAG-ARJIS Chooses to Conduct Interviews) ................................................................................ Week of February 14, 2011 Selection and Notification of Intent to Award or Intent to Negotiate ............................................................................................ February 18, 2011 Contract Negotiations Complete ......................................... Week of February 28, 20101 Approval of Agreement............................................................................... March 25, 2011 Notice of Award/Notice to Proceed ............................................................March 31 , 2011

XIII. SPECIAL CONDITIONS A. Reservations This RFP does not commit SANDAG-ARJIS to award a contract, to defray any costs incurred in the preparation of a proposal pursuant to this RFP, or to procure or contract for work. SANDAG-ARJIS may reject a proposer without providing the reason(s) underlying the declination. A failure to award a contract to the proposer with the lowest Cost Proposal shall not constitute a valid cause of action against SANDAG-ARJIS. B. Public Records All proposals submitted in response to this RFP become the property of SANDAG-ARJIS and public records and, as such, may be subject to public review. Documents protected by law from public disclosure will not be disclosed by SANDAG-ARJIS if clearly marked with the word Confidential on each applicable page. Trade secrets may be marked as confidential only to the extent they meet the requirements of California Government Code Section 6254.7. Only information claimed to be a trade secret at the time of submittal to SANDAG-ARJIS and marked as Confidential will be treated as a trade

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secret. Please see SANDAGs Public Records Request Guidelines, which are available at www.sandag.org/legal for information regarding SANDAGs treatment of documents designated as confidential. Consistent with 49 USC 5325(b)(3)(D), before requesting or using indirect cost rate data, SANDAG-ARJIS shall first notify and obtain written permission from any proposer or firm subject to an indirect cost rates audit. If SANDAG-ARJIS receives a Public Records Act request for any proposers or firms indirect cost rates, pursuant to Government Code Section 6250 et seq., SANDAG-ARJIS shall also take the precautionary steps described above. C. Right to Cancel SANDAG-ARJIS reserves the right to cancel or revise, for any or no reason, in part or in its entirety, this RFP. If SANDAG-ARJIS cancels the RFP prior to the deadline for proposals or revises the RFP, notification will be placed on SANDAGs Web site. D. Additional Information SANDAG-ARJIS reserves the right to request additional information and/or clarification from any or all proposers to this RFP, but is under no obligation to do so. E. Public Information Proposers that wish to release information to the public regarding consultant selection, contract award, or data provided by SANDAG-ARJIS must receive prior written approval from SANDAG-ARJIS before disclosing such information to the public. F. Contract for Services The selected proposers will be required to sign a customized version of the attached RFP Attachment 11 Standard Services Agreement and to provide the insurance certificates and all other required documentation within fifteen (15) calendar days of issuance of the Notice of Intent to Award. G. Insurance Requirements SANDAG-ARJIS requires the consultants with which it does business to obtain insurance, as shown in the attached RFP Attachment 11 Standard Services Agreement. The required insurance certificates must comply with all requirements of the standards as shown in the contract and must be provided within fifteen (15) days of issuance of the Notice of Intent to Award and prior to the commencement of any work on the project.

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XIV. PROTESTS The following procedures shall be used by SANDAG-ARJIS to fairly and promptly respond to any protests received regarding third-party contracts or the contracting process. SANDAGARJIS will consider all protests or objections regarding the contracting process or the award of a contract received by SANDAG-ARJIS by 4 p.m. on the deadlines set forth below. SANDAGARJIS will review only protests submitted by an actual or prospective proposer. Protests by prospective subconsultants will be rejected. A protest by any adversely affected proposer must be made in writing and must be mailed or hand-delivered to SANDAG-ARJIS. A protest that does not strictly comply with SANDAG-ARJISs protest procedures will be rejected. A. Protests Before Bid/Proposal Opening Protests relating to the content of the solicitation (e.g., RFP, Invitation for Bid [IFB], Request for Quotations [RFQ]), including protests related to DBE/UDBE requirements, must be filed within five (5) business days after the date the solicitation or addendum with the revised content is released to the public by SANDAG-ARJIS. Failure to file a protest concerning the content of the solicitation or addendum prior to this deadline constitutes a waiver of any protest on these grounds. B. Protests Related to Determination of Responsiveness Protests relating to any notice of nonresponsiveness must be filed within five (5) business days after the date of such notice. Failure to file a protest concerning the nonresponsiveness determination prior to this deadline constitutes a waiver of any protest on these grounds. C. Protests After Bid/Proposal Opening After proposers are short-listed and/or selected for negotiations, notices will be sent to all relevant proposers. Protests relating to failure to make the short-list must be filed within five (5) business days following protesters receipt of a notice regarding the shortlisting. Protests relating to the intent to make an award must be filed within five (5) business days following protesters receipt of the notice regarding the intent to negotiate. The date of filing shall be the date SANDAG receives the protest. Untimely protests will be rejected. If deemed necessary, SANDAG shall notify all proposers of record that a protest has been filed and the award has been postponed until further notice. If necessary, proposers will be asked to extend the time for acceptance of their proposal in order to avoid the need for readvertisement of the solicitation. D. Protest Contents A letter of protest must set forth detailed grounds for the protest and be fully supported with technical data, documentary evidence, names of witnesses, and other pertinent information related to the subject being protested. The protest also must state the law, rule, regulation, or policy upon which the protest is based. Protests concerning the relative weight of the evaluation criteria or the formula used in assigning points to make an award determination will be rejected. The protester must demonstrate or establish a clear violation of a specific law, rule, regulation, or policy. If 25

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the protester considers that the protest contains proprietary material that should be withheld, a statement advising of this fact must be affixed to the front page of the protest document, and alleged proprietary information shall be so identified wherever it appears. Protests shall be addressed to: Protest Administrator SANDAG Contract Solicitation No. 5002028 San Diego Association of Governments 401 B Street, Suite 800 San Diego, CA 92101 E. Role of the SANDAG Office of General Counsel and Protest Administrator If a protest raises solely a question of law, SANDAGs Office of General Counsel may advise the Protest Administrator on how to respond to the protest, and a Protest Committee may not be utilized. Upon receipt of an adverse decision, the protester may file a request for protest reconsideration pursuant to subsection H below. If the protest requires analysis, the Protest Administrator, his/her designee, or the Office of General Counsel will appoint individuals to participate on a Protest Committee from an established list of potential Protest Committee members. At least one of the persons selected must be from an outside agency and no one may sit on the Protest Committee that has a known direct connection to the procurement that is the subject of the protest. The Protest Administrator also will appoint a chairperson for the Protest Committee. The Protest Administrator will gather the documents that the Protest Committee will need for its investigation and prepare a memo to the Protest Committee containing background information regarding the protest. Any communication regarding the protest between the protester and SANDAG shall be through the Protest Administrator during the protest proceedings. Protesters may not contact anyone at SANDAG other than the Protest Administrator or Office of General Counsel during the protest process. F. Protest Committee The Protest Committee shall ensure the protest was received within the timeline specified and review the protest to determine if it itemizes in appropriate detail each matter contested, as well as any factual reason(s) for the requested protest. The Committee chairperson shall schedule the date of the Protest Committee meeting, contact the Committee panel members, and distribute all protest documentation. G. Reply to Protest The Protest Committee will review all protests in a timely manner and may hold an informal hearing if deemed necessary in order to complete its investigation. The Protest Committee will prepare a recommendation regarding the protest, in writing, to SANDAGs Chief Deputy Executive Director within ten (10) business days. All materials included with the original protest at time of submittal will be considered. Supplemental 26

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materials filed by a protester after the protest deadline will not be considered unless there are extenuating circumstances in the opinion of the Protest Committee. Protest documents will not be withheld from any interested party outside of SANDAG, with the exception that the information will be withheld when required by law or regulation. The Chief Deputy Executive Director or his/her designee will either sustain or reject the protest in writing based upon the recommendation of the Protest Committee and the best interests of SANDAG. H. Request for Protest Reconsideration Upon receipt of an adverse decision by the Chief Deputy Executive Director, the protester may file a request for protest reconsideration. A request for protest reconsideration must be directed to the Executive Director in writing and received within five (5) full business days from the date the protester receives the reply from SANDAG. The Executive Director will respond to the request for protest reconsideration within ten (10) full business days of its receipt. The decision of the Executive Director will be in writing and final. No further protests will be heard by SANDAG. I. Results of the Protest If the protest is sustained, the original Notice of Intent to Award may be withdrawn after the deadline for protest reconsideration has passed. SANDAG-ARJIS then may issue a new Notice of Intent to Award to a different bidder/proposer, and a new protest period will commence using the same timelines discussed above. If the protest is rejected, the original Notice of Intent to Award will stand, and SANDAG will continue with contract negotiations with the awardee. XV. INCORPORATION OF ATTACHMENTS The following documents are attached and incorporated by reference. Wherever the word contractor appears in the attachments, it should be read as the equivalent to the word consultant. Wherever the words bid or bidder appear in the attachments, they should be read as the equivalent to the words proposal or proposer, respectively. RFP Attachment 1 RFP Attachment 2 RFP Attachment 2.1 RFP Attachment 2.2 RFP Attachment 2.3 RFP Attachment 2.4 RFP Attachment 3 RFP Attachment 4 RFP Attachment 5 List of Submittals Required with Proposal (RFP Checklist) Scope of Work Requirements for Regional eWatch Notification System Requirements for Interactive Crime Mapping Application Requirements for Data Exchange and Transition Requirements for Performance and Support Cost Proposal Form Subconsultant List Public Contract Code Certifications (Part 1) Public Contract Code Section 10162 Questionnaire (Part 2) Public Contract Code Section Statements RFP Attachment 6.1 Non-Collusion Affidavit

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RFP Attachment 6.2 Debarment and Suspension Certificate, Title 49, Code of Federal Regulations, Part 29 RFP Attachment 6.3 Subconsultants Statement of Eligibility RFP Attachment 6.4 Equal Employment Opportunity Certificate RFP Attachment 7 Public Agency Piggyback Clause RFP Attachment 8 Consultant Collaboration Requirements RFP Attachment 9 Company Short List Evaluation Form RFP Attachment 10 Company Interview Evaluation Form RFP Attachment 10.1 Proposal Evaluation Form (No Interview) RFP Attachment 11 Standard Services Agreement

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RFP ATTACHMENT 1 LIST OF SUBMITTALS REQUIRED WITH PROPOSAL (RFP CHECKLIST)

The documents below are required as part of your proposal submittal. All of the documents referenced below and any required certifications shall be signed by an individual or individuals authorized to execute legal documents on behalf of the proposer. One (1) original and seven (7) xerographic copies of the proposal Two (2) sets of CD-ROMs, each set containing a PDF file of the Technical Proposal and the Cost Proposal One (1) original and seven (7) xerographic copies of the Cost Proposal RFP Attachment 3 Cost Proposal Form RFP Attachment 4 Subconsultant List RFP Attachment 5 Public Contract Code Certifications (Part 1) Public Contract Code Section 10162 Questionnaire (Part 2) Public Contract Code Section Statements RFP Attachment 6.1 Non-Collusion Affidavit RFP Attachment 6.2 Debarment and Suspension Certificate, Title 49, Code of Federal Regulations, Part 29 RFP Attachment 6.3 Subconsultants Statement of Eligibility RFP Attachment 6.4 Equal Employment Opportunity Certificate RFP Attachment 7 Public Agency Piggyback Clause

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RFP ATTACHMENT 2 SCOPE OF WORK

A.

Regional eWatch Notification System The Regional eWatch system must make it possible for users to subscribe to receive a daily e-mail notification of incidents in select area(s) and to view the results in a report format or on an interactive Web map. The system must facilitate cross-jurisdictional searches including data from all law enforcement agencies that contribute their data to ARJIS. The expected usage of the Regional eWatch system is 60,000 notifications per day. The Regional eWatch system must also transfer approximately 20,000 existing City of San Diego eWatch subscribers and approximately 2,000 (two thousand) San Diego Sheriffs Department subscribers to the new system. ARJIS will work with the vendor to plan the transition. At a minimum, the vendor must recreate the subscriptions for the existing customers from the existing eWatch databases and send daily notifications with a special announcement (in addition to the standard notification) during a transition period. The system must be able to seamlessly present maps and the eWatch subscription functionality within the new ARJIS Enterprise public portal using SharePoint 2010. The proposal must make provisions for a testing period that will allow ARJIS to evaluate the product, stress test it, and approve it for deployment to the public. The specific requirements of the software offering are presented in RFP Attachment 2.1, 2.3, and 2.4. Proposers shall provide details on their product, including installation and configuration details, a system testing plan, a training plan, and documentation, as well as a system support and maintenance description.

B.

Interactive Crime Mapping Application The Interactive Crime Mapping system is a Web-based mapping application and reporting tool to search the ARJIS database for available crime, arrests, and traffic incidents. The system must provide users the capability to search by date range, incident type and location and to explore incidents. The application must also provide details on individual crimes and statistics on the selected data set. In case the vendor provides database hosting, data utilized by the Interactive Crime Mapping Application will be provided to the vendor in an industry-standard format via restricted access to the ARJIS data source. The vendor is required to write an import service to perform the daily data extraction and updates. The system must be able to seamlessly present maps and the eWatch subscription functionality within the new ARJIS Enterprise public portal using SharePoint 2010.

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The current ARJIS public mapping application will be replaced if the optional Interactive Crime Mapping Application component of this RFP is awarded. During the transition period, users will be redirected to the new mapping application site. ARJIS, together with the vendor, will support users during the transition period. The expected usage of a new Interactive Crime Mapping Application is 20,000 users and 250,000 page visits per day. The proposal must make provisions for a testing period that will allow ARJIS to evaluate the product, stress test it, and approve it for deployment to the public. The specific requirements of the software offering are presented in RFP Attachments 2.2, 2.3, and 2.4 (please note that RFP Attachments 2.3 and 2.4 apply to both the Regional eWatch and to Interactive Crime Mapping). Proposers shall provide details on their product, including installation and configuration details, a system testing plan, a training plan, and documentation, as well as a system support and maintenance description.

RFP No: 5002028

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RFP ATTACHMENT 2.1 REQUIREMENTS FOR REGIONAL EWATCH NOTIFICATION SYSTEM

Regional eWatch Module - Functional Requirements

REQ. ID CATEGORY DESCRIPTION CURRENT CAPABILITY CUSTOM DEVELOP -MENT FUTURE RELEASE NOT AVAILABLE

1 1.1

General Requirements Advertisement or solicitation will not be associated with the service, application, or notification. Subscriber's e-mail address will not be used for any purpose other than the subscription service. Subscriber information will not be sold or provided for any other purpose. In order to subscribe, only the e-mail address will be required (besides crime mapping parameters). A (login-based) user account will not be created and other personal information will not be required. A minimum of three mapped addresses per e-mail account will be available for the subscription. A subscription confirmation e-mail that includes a selection summary and a clickable link to confirm subscription shall be provided to complete the subscription process. E-mail message size cannot exceed 200 Kb. Response to subscription with confirmation e-mail will not exceed one minute. Notifications will be sent once every 24hour period if incidents match subscription choices. A client-defined disclaimer will be posted or made available via a link on each notification. Subscription statistics will be available in a monthly report to the agencies by jurisdiction, including the number of subscribers, number of notifications sent, and subscription parameters. Online access for administrators to this data is preferred. Notifications will be viewable from any e-mail client. No specific e-mail provider shall be required. Notifications will link to an interactive map service. (See 'Interactive Mapping' worksheet for functional requirements of the preferred mapping system.)

1.2

1.3 1.4

1.5

1.6

1.7 1.8 1.9

1.10

1.11

1.12

1.13

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REQ. ID

CATEGORY

DESCRIPTION

CURRENT CAPABILITY

CUSTOM DEVELOP -MENT

FUTURE RELEASE

NOT AVAILABLE

2 2.1 2.2

Subscription Options Subscriptions will allow location definition(s) by address or intersection. Subscriptions will allow location definition(s) by selecting a location on a map. Subscriptions will allow users to define a shape on an interactive map, instead of an address or intersection. Subscriptions will allow users to define the size of the radius around an address or intersection. Subscriptions will allow user-defined incident category selections (see 3.6 and 3.7). On completion, an on-screen summary of the subscription parameters will be displayed showing selected location(s), radius, and categories. Subscription Method/ Content Geocoding will place incident data on street centerlines by incident address. All displayed address attributes (house number) will be limited to the 'hundred block.' Incident category names will be clientdefined by ARJIS member agencies (see list under 3.7). Each incident category will have a distinct symbol and will appear in each notification and be consistent on the map. Subscription will allow selection(s) from the following high level groups: - Crimes - Arrests and Citations - Traffic-Related - Other

2.3

2.4

2.5

2.6

3 3.1 3.2

3.3

3.4

3.5

3.6

Subscriptions will allow selection(s) from the following categories: - Murder - Sexual Assault - Robbery - Assault - Residential Burglary - Commercial Burglary - Vandalism - Narcotics - Auto Theft

RFP No: 5002028

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REQ. ID

CATEGORY

DESCRIPTION

CURRENT CAPABILITY

CUSTOM DEVELOP -MENT

FUTURE RELEASE

NOT AVAILABLE

- Theft from Vehicle - Traffic collisions - DUI 3.7 Optional categories that may be included: - Prostitution - Drunk in Public - Truancy - Curfew - Traffic Citations 4 4.1 Notification Content Notifications will occur once per incident, not with subsequent modifications, updates, deletions, additions, or additional categories. For example, if a petty theft is 'notified' and it later becomes a grand theft with the same case number, it will not be notified again. Notification e-mails will include incident category, date (from and to), time (from and to), hundred block, or intersection. System will provide the ability to 'drill down' to further incident-level detail, such as a synopsis or other data elements, if available. System will provide the ability to open a map for the selected incident on an interactive map. System will provide the ability to open a map for all incidents on an interactive map. System will provide the ability to open a map for the notification area. All incidents qualifying for notification will be in the same e-mail, not one e-mail per incident. The subscription parameters will be included in each notification. An "unsubscribe" link and descriptive information will be included in each notification e-mail. Other Desired Functionality System will allow agencies to include adhoc content in each notification within their jurisdiction, as well as the standard mapped incidents. For example, to include a 'Be on the Lookout' bulletin. The subject line of these notifications will be customizable. System will allow separate notifications on known offenders (e.g., sex offenders) based on movements into or out of a userdefined area, as allowed by law.

4.2

4.3

4.4

4.5 4.6 4.7

4.8 4.9

5 5.1

5.2

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RFP ATTACHMENT 2.2 REQUIREMENTS FOR INTERACTIVE CRIME MAPPING APPLICATION

Interactive Mapping Module - Functional Requirements

REQ. ID CATEGORY DESCRIPTION CURRENT CAPABILITY CUSTOM DEVELOPMENT FUTURE RELEASE NOT AVAILABLE

1 1.1

General Requirements No advertisements or 'spam' will be shown on Web page and no IP tracking of users will be allowed. Map will always be visible on page (No steps required to generate map). No plug-ins will be required to view map content. Map usage statistics will be available in a monthly report to agencies by jurisdiction. On-line access to this data for administrators is preferred. Application will work on all major Web browsers: - Internet Explorer - Firefox - Safari - Google Chrome

1.2 1.3 1.4

1.5

1.6 1.7 1.8

A client-defined disclaimer will be posted or made available via a link. Application will include a HELP section prepared by the vendor that can be modified by ARJIS staff in the future. Application will include information text and/or a link to contact ARJIS to report problems or suggestions.

2 2.1 2.2

Selection Application will provide a filter by jurisdiction (agency). Application will allow refinement of location within a single jurisdiction or acrossjurisdictions (if applicable) to the following layers: - Schools - Hospitals - Zip Codes - Neighborhoods - Parks - Tourist Attractions - Major Shopping Centers - Intersections - Specific Address

RFP No: 5002028

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REQ. ID

CATEGORY

DESCRIPTION

CURRENT CAPABILITY

CUSTOM DEVELOPMENT

FUTURE RELEASE

NOT AVAILABLE

2.3

Application will allow searching around the specified area or point by selectable radius distances. Application will allow mapped incidents beyond the geographic constraints of the selection to display based on interactive map service capabilities. Application will allow layer list to be customized based on selected jurisdiction (i.e., not all jurisdictions will have "Tourist Attractions"). Application will allow selection(s) from the following high level groups: - Crimes - Arrests and Citations - Traffic-Related - Other

2.4

2.5

2.6

2.7

Application will allow selection(s) from the following categories: - Murder - Sexual Assault - Robbery - Assault - Residential Burglary - Commercial Burglary - Vandalism - Narcotics - Auto Theft - Theft from Vehicle - Traffic collisions - DUI - Movement of known registered Sex Offenders, as allowed by law. Application will allow selection of date period by start date and end date. Application will allow selection of time period by time of day, i.e., from time X to time Y. Application will allow date shortcuts. For example, last week, last month, etc. Application will allow time shortcuts. For example, daytime, nighttime, etc.

2.8

2.9

2.10

2.11

3 3.1

Map Navigation Application will provide general map navigation functions (zoom in and out, pan, etc.). Application will allow users to return to the initially generated map.

3.2

RFP No: 5002028

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REQ. ID

CATEGORY

DESCRIPTION

CURRENT CAPABILITY

CUSTOM DEVELOPMENT

FUTURE RELEASE

NOT AVAILABLE

3.3

Application will allow users to return to the last viewed map bounds (backward and forward navigation). Application will allow updating incident layers on the fly when user changes map extent. For example, when user pans, show incidents for selected criteria in updated area - do not "cut" incident layer at the edge of original rectangle. Summary Application will allow users to view summary of selection criteria: - Location - Incident categories - Time Period

3.4

4 4.1

5 5.1

Report and Legend Application will allow users to view a map legend which displays the totals for each incident category. Legend will only display incident category(ies) that are shown on the map. Application will allow users to generate a report based on selections, which will contain the following: - Report Summary - Incident Type - Incident Location (100 block) - Incident Day - Incident Date - Incident Time - Each incident on the report will be a link to further incident detail.

5.2 5.3

5.4 5.5

Application will highlight incident(s) on map from the report. Application will allow exporting the report in the following formats: - Excel - Adobe PDF - Other common report and file formats

Mapped Incident Callout Content Application will provide details on each mapped incident. At a minimum - date/time, location, and category. Application will allow the inclusion of more details on incident. For example, a description of the category.

6.1

6.2

RFP No: 5002028

37

REQ. ID

CATEGORY

DESCRIPTION

CURRENT CAPABILITY

CUSTOM DEVELOPMENT

FUTURE RELEASE

NOT AVAILABLE

6.3

Application will allow the inclusion of agency-defined links to other Internet resources on each incident call-out. A minimum of three links will be available. Application will display the agency or jurisdiction associated with each incident. Inclusion of agency logo is preferred. Analytics Application will allow the creation of graphs for selected crime statistics and crime trends based on user selections of time and date ranges, locations or areas, and comparative factors for time, user-defined areas, and base geographies. Print and Export Functions Application will allow user to print current map view without exporting to another format, e.g., PDF and the ability to fit print content on letter sized page without formatting and configuring layout. Reports and printouts will include the following: - Map of currently selected region - Disclaimer - North arrow - Legend - Title - Subtitle

6.4

7 7.1

8 8.1

8.2

8.3

Application will allow users to save the URL to the current map.
Performance

9 9.1 9.2 9.3 9.4 9.5

Initial Web page load time will not exceed 5 seconds. General query response time will not exceed 15 seconds. Advanced query response time will not exceed 30 seconds. Panning and zooming map refresh time will not exceed 10 seconds. Report/chart/list creation time will not exceed 30 seconds.

RFP No: 5002028

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RFP ATTACHMENT 2.3 REQUIREMENTS FOR DATA EXCHANGE AND TRANSITION REQUIREMENTS

Data Management and Transition Requirements

REQ. ID CATEGORY DESCRIPTION CURRENT CAPABILITY CUSTOM DEVELOPMENT FUTURE RELEASE NOT AVAILABLE

1 1.1

Data security Requirements Only data within the scope of the regional eWatch and interactive mapping application will be imported. Data will be stored securely at vendor site (4.1 option 1 below) and will not be accessible by non-authorized parties. Include description of network security configuration in proposal. Vendor will assure that authorized ARJIS staff has access to subscription data. Vendor will allow authorized ARJIS staff access to database (4.1 option 1 below). Data Management Vendor will be provided with restricted access to the ARJIS data source and will write an import service to perform the daily data extraction and updates. Vendor will assure that the data structure is approved by and transparent to ARJIS staff. Vendor will assure that the data structure is not changed without prior approval from ARJIS staff. Data import will only include incidents that were entered in the ARJIS database during the last 24 hours and it will be appended to the eWatch database (based on 'incident update date'). Vendor will assure that data is backed up daily. Vendor will assure that data is purged daily to maintain a rolling 1-year dataset. Vendor will assure that subscription data is backed up daily. ARJIS will determine the import criteria for each category. Vendor will provide ARJIS with a daily notification of the import process completion, including number of records received and/or rejected. Performance Data will be imported daily between 3 and 6AM.

1.2

1.3 1.4

2 2.1

2.2

2.3

2.4

2.5 2.6 2.7 2.8 2.9

3 3.1

RFP No: 5002028

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REQ. ID

CATEGORY

DESCRIPTION

CURRENT CAPABILITY

CUSTOM DEVELOPMENT

FUTURE RELEASE

NOT AVAILABLE

3.2

Data import process will not exceed 1-hour. Hosting Database will be hosted on a dedicated server - either maintained by the vendor (option 1) or by ARJIS (option 2). Please propose your recommended solution and advantages of your approach. Vendor will ensure that vendor-supplied hardware (4.1 option 1) for the database/RDBMS is scalable. Note that the initial number of eWatch subscribers is estimated to be 60,000. If data is hosted at ARJIS (4.1 option 2), vendor will propose hardware configuration for the database and it must run on virtual machines (VMs). The vendor will assure that vendormaintained hardware (4.1 option 1) for the application is scalable. Note that the initial number of users of the mapping application is estimated to be 10,000 per day. If 4.1 option 2 is proposed, the application server may reside in the ARJIS datacenter. Vendor will propose hardware configuration for the application and it must run on VMs. Describe the advantages of this approach and vendors plan to support and maintain this server. Transition After ARJIS has completed mapping the incident categories in the current eWatch system to the categories in the new system, the vendor will assist ARJIS in planning for the user migration. Vendor will import the list of existing eWatch subscribers from both the City of San Diego and San Diego County Sheriffs Department to the new system with their subscription parameters that have been converted to match the new categories. Vendor will support ARJIS during a transition phase for existing eWatch subscribers from both the City of San Diego and the San Diego County Sheriff. ARJIS will determine the details following contract award. Vendor will advise and support ARJIS during the initial launch of Regional eWatch and/or Interactive Mapping Application to ensure there is no degradation of performance/response times during the expected initial 'spikes' in usage.

4 4.1

4.2

4.3

4.4

4.5

5 5.1

5.2

5.3

5.4

RFP No: 5002028

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REQ. ID

CATEGORY

DESCRIPTION

CURRENT CAPABILITY

CUSTOM DEVELOPMENT

FUTURE RELEASE

NOT AVAILABLE

6 6.1

Integration Proposed solution will integrate seamlessly with SharePoint 2010 for both user subscription actions and the interactive mapping modules.

RFP No: 5002028

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RFP ATTACHMENT 2.4 REQUIREMENTS FOR PERFORMANCE AND SUPPORT REQUIREMENTS

Performance and Support Requirements

REQ. ID CATEGORY DESCRIPTION CURRENT CAPABILITY FUTURE RELEASE CUSTOM DEVELOP MENT NOT AVAILABLE

Availability & Support Access to application and database servers will be ensured to be at least 3 Mbps. Server will have 99% uptime. Vendor support staff will be available at a minimum from Monday to Friday from 8 a.m. to 6 p.m. PST. Vendor will describe their standard support program detailing the first, second, and third year services and costs. Vendor will respond to trouble calls within the first hour following receiving the trouble notification. Vendor will resolve problems within 24 hours. If the issue is application or hardware related, backup server will ensure the service is available. For database-related issues, the vendor will resolve it by the next day's import process.

1.1 1.2

1.3

1.4

1.5

1.6

Contingencies A contingency plan will be developed for issues that cannot be resolved compliant with these requirements (1.6). Backup database and application servers will be deployed or two mirrored servers will be online using a load balancer. Servers will be configured to provide 'hot backup' in the event of a server failure with no impact to service. The application source code will be held in an escrow account in the event that the vendor goes out of business.

2.1

2.2

2.3

2.4

RFP No: 5002028

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RFP ATTACHMENT 3 COST PROPOSAL FORM

Company Name: Proposers are required to submit a complete Cost Proposal Form for the outright purchase of the proposed solution, as set forth in the Cost Proposal Form below and as specified in the RFP. Failure to follow the specified cost proposal form will be considered nonresponsive, and the proposal will not be considered further. The price quoted must be for a product(s) that is fully installed with the full operational features and functionality described in this RFP and ready for use. As such, SANDAG-ARJIS requires that the proposed cost of the solution include one (1) year of full-service parts, and labor warranty. This warranty shall commence from the date of complete delivery and implementation of the solution and with SANDAG-ARJISs written acceptance. Unless the proposal is subscription-based, the cost quoted on this form for software owned by the proposer or by third parties, which will become a part of the solution that is the subject of this procurement, shall be the cost of SANDAG-ARJISs purchase of a perpetual, fully paid, royalty-free (not a periodic or a limited-term) license for such software. If Miscellaneous Costs are noted on the Cost Proposal Form, proposer shall provide details of such products or services. As more fully set forth in Standard Services Agreement, Exhibit E Software Agreement and Software Escrow Agreement, all software developed specifically for this project will become the exclusive intellectual property of SANDAG-ARJIS. All costs, expenses, fees, etc., quoted on this Cost Proposal Form must be provided on a NOT-TO-EXCEED basis (i.e., the actual costs, expenses, fees, etc., that SANDAG-ARJIS will be charged by the proposer will not exceed those that the proposer lists on this Cost Proposal Form).

RFP No: 5002028

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DESCRIPTION eWatch ONLY Costs

AMOUNT $_______________ $_______________ $_______________ $_______________ $_______________ $_______________ $_______________ $_______________ $_______________ $_______________

1) Initial Setup Costs Data Design Specification Existing User Migration Data Import/Purge Design 2) Software Licensing Cost(s) 3) Annual Maintenance Cost (1-year) 4) Custom Development Cost(s) 5) Hardware, if any (SANDAG-ARJIS reserves the right to procure the hardware from its own supplier) 6) Miscellaneous Costs (Training, Documentation, Other) 7) Subtotal eWatch ONLY Costs (First year total) eWatch + Interactive Crime Mapping Costs 1) Initial Setup Costs Data Design Specification Data Import/Purge Design 2) Software Licensing Cost(s) 3) Annual Maintenance Cost (1-year) 4) Custom Development Cost(s) 5) Hardware, if any (SANDAG-ARJIS reserves the right to procure the hardware from its own supplier) 6) Miscellaneous Costs (Training, Documentation, Other) 7) Subtotal eWatch + Interactive Crime Mapping Costs (Firstyear total) Ongoing Support & Maintenance Second-year maintenance (eWatch Only) Third-year maintenance (eWatch Only) Second-year maintenance (eWatch + Interactive Mapping) Third-year maintenance (eWatch + Interactive Mapping)

$_______________ $_______________ $_______________ $_______________ $_______________ $_______________ $_______________ $_______________ $_______________

$_______________ $_______________ $_______________ $_______________

RFP No: 5002028

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RFP ATTACHMENT 4 SUBCONSULTANT LIST

The proposal shall include a complete list of all proposed subconsultants. All subconsultants listed must be provided with a meaningful element of work within the defined Scope of Work. Changes to this Subconsultant List will not be allowed without prior written approval from SANDAG-ARJIS.

PROPOSED SUBCONSULTANTS Dollar Amount of Work $0.00 $0.00 $0.00 $0.00 $0.00 $0.00

Subconsultant Firm Name and Address Name Address Name Address Name Address Name Address Name Address Name Address

Scope of Work

Name of Proposer

Printed Name and Title of Signatory

Signature

Date

RFP No: 5002028

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RFP ATTACHMENT 5 PUBLIC CONTRACT CODE CERTIFICATIONS

RFP No: 5002028

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RFP ATTACHMENT 5 (PART 1) PUBLIC CONTRACT CODE SECTION 10162 QUESTIONNAIRE

In accordance with Public Contract Code Section 10162, the proposer shall complete, under penalty of perjury, the following questionnaire: Has the proposer, any officer of the proposer, or any employee of the proposer who has a proprietary interest in the proposer, ever been disqualified, removed, or otherwise prevented from bidding or proposing on or completing a federal, state, or local government project because of a violation of law or a safety regulation? Yes No

If the answer is yes, explain the circumstances in the space below.

Name of Firm

Printed Name and Title of Signatory

Signature

Date

RFP No: 5002028

47

RFP ATTACHMENT 5 (PART 2) PUBLIC CONTRACT CODE SECTION STATEMENTS

PUBLIC CONTRACT CODE SECTION 10232 STATEMENT In conformance with Public Contract Code Section 10232, the proposer hereby states under penalty of perjury that no more than one (1) final unappealable finding of contempt of court by a federal court has been issued against the proposer within the immediately preceding two (2)-year period because of the proposers failure to comply with an order of a federal court which orders the bidder to comply with an order of the National Labor Relations Board. PUBLIC CONTRACT CODE SECTION 10285.1 STATEMENT In conformance with Public Contract Code Section 10285.1 (Chapter 376, Stats. 1985), the proposer hereby declares under penalty of perjury under the laws of the State of California that the proposer has
(MUST CHECK ONE)

has not

been convicted within the preceding three (3) years of any offenses referred to in that section, including any charge of fraud, bribery, collusion, conspiracy, or any other act in violation of any state or federal antitrust law in connection with the bidding upon, award of, or performance of any public works contract, as defined in Public Contract Code Section 1101, with any public entity, as defined in Public Contract Code Section 1100, including The Regents of the University of California or the Trustees of the California State University. The term proposer is understood to include any partner, member, officer, director, responsible managing officer, or responsible managing employee thereof, as referred to in Section 10285.1 (reference to bidder). The above statement is part of the proposal. Signing the proposal on the signature portion thereof shall also constitute signature of this statement. Proposers are cautioned that making a false certification may subject the certifier to criminal prosecution.

Name of Firm

Printed Name and Title of Signatory

Signature

Date

RFP No: 5002028

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RFP ATTACHMENT 6.1 NON-COLLUSION AFFIDAVIT

(Title 23, United States Code Section 112, and Public Contract Code Section 7106)

In accordance with Title 23, United States Code Section 112, and Public Contract Code 7106, the proposer declares that its proposal is not made in the interest of, or on behalf of, any undisclosed person, partnership, company, association, organization, or corporation; that the proposal is genuine and not collusive or sham; that the proposer has not, directly or indirectly, induced or solicited any other bidder to put in a false or sham bid; and has not, directly or indirectly, colluded, conspired, connived, or agreed with any bidder or anyone else to put in a sham bid or to refrain from bidding; that the proposer has not in any manner, directly or indirectly, sought by agreement, communication, or conference with anyone to fix the bid price of the proposer or any other bidder, or to fix any overhead, profit, or cost element of the bid price, or of that of any other bidder, or to secure any advantage against the public body awarding the contract of anyone interested in the proposed contract; that all statements contained in the proposal are true; and, further, that the proposer has not, directly or indirectly, submitted its proposal price or any breakdown thereof, or the contents thereof, or divulged information or data relative thereto, or paid, and will not pay, any fee to any corporation, partnership, company, association, organization, bid depository, or to any member or agent thereof to effectuate a collusive or sham proposal. Proposers are cautioned that making a false certification may subject the certifier to criminal prosecution.

Name of Proposer

Printed Name and Title of Signatory

Signature

Date

RFP No: 5002028

49

RFP ATTACHMENT 6.2 DEBARMENT AND SUSPENSION CERTIFICATE, TITLE 49, CODE OF FEDERAL REGULATIONS, PART 29

The proposer, under penalty of perjury, certifies that, except as noted below, it or any other person associated therewith in the capacity of owner, partner, director, officer, or manager: is not currently under suspension, debarment, voluntary exclusion, or determination of ineligibility by any federal agency; has not been suspended, debarred, voluntarily excluded, or determined ineligible by any federal agency within the past three (3) years; does not have a proposed debarment pending; and has not been indicted, convicted, or had a civil judgment rendered against it by a court of competent jurisdiction in any matter involving fraud or official misconduct within the past three (3) years. If there are any exceptions to this certification, insert the exceptions in the following space:

Exceptions will not necessarily result in denial of award, but will be considered in determining the proposers responsibility. For any exception noted above, indicate below to whom it applies, the initiating agency, and dates of action.

Name of Firm

Printed Name and Title of Signatory

Signature

Date

RFP No: 5002028

50

RFP ATTACHMENT 6.3 SUBCONSULTANTS STATEMENT OF ELIGIBILITY

(To be filled out by each proposed subconsultant.)

___________________________________ certifies that neither it nor its principals are presently debarred, suspended, proposed for debarment, declared ineligible, or voluntarily excluded from participation in any federal project by any federal department or agency. Where the subconsultant is unable to certify any of the statements in the certification, such subconsultant shall attach an explanation with this form. The subconsultant certifies or affirms the truthfulness and accuracy of the contents of the statements submitted on or with this certification and understands that the provisions of 31 USC Section 3801, et seq., are applicable.

Name of Firm

Printed Name and Title of Signatory

Signature

Date

RFP No: 5002028

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RFP ATTACHMENT 6.4 EQUAL EMPLOYMENT OPPORTUNITY CERTIFICATE

The consultant hereby certifies that it will comply with the provisions of the SANDAG Equal Employment Opportunity Program and rules and regulations adopted pursuant thereto, Title VI of the Civil Rights Act of 1964, the California Fair Employment Practices Act, and any other applicable federal and state laws and regulations relating to equal employment opportunity, including laws and regulations hereinafter enacted. Furthermore, the consultant hereby certifies that it has has not been found, adjudicated, or determined to have violated any laws of Executive Orders relating to employment discrimination or affirmative action, including but not limited to Title VII of the Civil Rights Act of 1964, as amended (42 USC Sections 2000e et seq.); the Equal Pay Act of 1963 [29 USC Section 206(d)]; Executive Order 10925, 11114, or 11246; or the California Fair Employment and Housing Act (Government Code 12460 et seq.); by any federal or California court or agency, including but not limited to the U.S. Equal Employment Opportunity Commission, the Office of Federal Contract Compliance Programs, and the California Fair Employment and Housing Commission.

If has is checked, please explain the circumstance.

Name of Firm

Printed Name and Title of Signatory

Signature

Date

RFP No: 5002028

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RFP ATTACHMENT 7 PUBLIC AGENCY PIGGYBACK CLAUSE

Authorization is hereby granted by the proposer for other governmental agencies to utilize (i.e., to piggyback off of), at the sole discretion of the other governmental agencies, this RFP and the contract that may result from it (the Resulting Contract), for the purchase of the products and services covered herein. To the extent that other governmental agencies may wish to utilize this RFP and/or the Resulting Contract for the procurement of the products and services set forth herein, the proposer agrees to make available to those other agencies the products, services, and prices specified in this RFP and the Resulting Contract. The estimated expenditure value and quantities set forth in this RFP and the Resulting Contract, however, do not reflect any usage for these agencies. Any procurement of products or services by other public agencies under this RFP or the Resulting Contract shall not diminish, limit, or impact SANDAG-ARJISs estimated expenditure value and quantities for the products and services specified herein, for the proposer shall provide such products and services to other agencies over and above the expenditure values and quantities estimated herein. Other public agencies may purchase the products and services specified in this RFP and the Resulting Contract using the same terms, conditions, and pricing, if such agencies determine such to be in their best interest. Should other agencies elect to utilize this RFP and/or the Resulting Contract for the procurement of the products and services covered by this RFP and the Resulting Contract, SANDAG-ARJIS shall not be a direct or indirect party to that contract and assumes no responsibility or liability for any contractual and/or financial obligations of said other public agencies nor any other liability whatsoever that may result from the use of said products or services. Please indicate below whether your firm is willing to make its offered products, services, and prices available to these other agencies: Yes _______ No _______

THE PROPOSERS RESPONSE TO THIS ITEM WILL NOT BE A FACTOR IN THE EVALUATION OF ITS PROPOSAL OR ANY CONTRACT AWARD DECISION MADE UNDER THIS RFP.

COMPANY NAME: ___________________________________________________________________

AUTHORIZED SIGNATURE: ___________________________________________________________

NAME (Print): ________________________________ TITLE: _________________________

RFP No: 5002028

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RFP ATTACHMENT 8 CONSULTANT COLLABORATION REQUIREMENTS

This RFP Attachment describes the collaboration environment required by ARJIS of the consultant that will implement this project. Collaborative Development Environment The awarded provider must implement its solution in a collaborative development environment. This environment requires the selected provider to collaborate with multiple ongoing projects and providers. Common to open source development efforts, this project will require all providers to have the interest of the end goal of successfully implementing all aspects of the Enterprise for ARJIS. This will require all participating consultants to share configurations, settings, practices, and techniques. As problems arise, all participating consultants will be challenged to resolve them as a group, quickly and effectively. ARJIS has structured an implementation plan to support the collaborative philosophy and will manage the effort to achieve collaboration. The contracted consultants shall be required to review the Agile software development methodology1 and approach this project with the expectation of a collaborative environment. This will include an open repository of information on the solutions, clearly defined plans, and agreedupon configurations and connections. Consultants shall comply with this approach in their methodology or implementation discussions. Leadership The ARJIS project leadership will be provided by an ARJIS project manager, supported by a technical adviser, and potentially a third-party Independent Verification and Validation (IV&V) service as needed. The ARJIS project manager will work directly with consultant project managers and the Executive Director of ARJIS. These individuals will provide a project oversight body that will be charged with ensuring that collaboration is achieved throughout the project. ARJIS requires that all contracted consultants work in a collaborative and supportive manner throughout the project to ensure the successful implementation and full functionality of the integrated solution. Dispute Resolution The ARJIS project manager will be made aware of any informal or formal dispute by any person aware of the dispute. The ARJIS project manager will log the dispute as an issue and will seek to resolve the dispute with the parties involved. If the dispute is not resolved at that level, the ARJIS project manager will bring the issue forward to the project committee (as described above) for discussion and resolution. If the dispute is not resolved at that level, the ARJIS project manager will bring the issue forward to the ARJIS Executive Director for discussion and resolution. The ARJIS Executive Director may include representatives from the SANDAG Office of General Counsel, the SANDAG Procurement and Contracts Department, or other oversight organizations, agencies, or individuals as SANDAG-ARJIS
1

ARJIS will loosely follow the tenets of Agile interaction and development.

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may deem necessary to assist in resolving the issue. In the event of any impasse in the resolution of any dispute, SANDAG-ARJIS reserves the right, at its sole discretion, to make any final resolution decision it deems is in its and/or the projects best interest. The resolution process outlined above will be included in the contractual terms, and final resolution will be binding within the limits of the contract.

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RFP ATTACHMENT 9 COMPANY SHORT LIST EVALUATION FORM

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SANDAG-ARJIS COMPANY SHORT LIST EVALUATION FORM COMPANY: _______________________________________________________________________________ RFP: No.: 5002028 Description: Regional eWatch Notification and Interactive Crime Mapping (b) Score (010) (a) (b) Weighted Score

Criteria 1. COMPANY AND ASSIGNED COMPANY STAFF QUALIFICATIONS AND EXPERIENCE Demonstrated knowledge and understanding of SANDAGARJIS operations and needs in proposal. Qualifications and relevant experience of company and company staff assigned to SANDAG-ARJIS project/account. Experience in providing similar products and/or solutions for other large organizations and public/governmental agencies. Experience in developing and implementing solutions in regional law enforcement and public safety environments. Years of company experience in providing similar solutions. Technical competence of company and project staff as presented in proposal.

(a) Weight 3.0

2. PROPOSED METHODOLOGY AND APPROACH TO WORK Quality and comprehensiveness of proposal and responsiveness to RFP requirements. Understanding of SANDAG-ARJIS needs and requirements as presented in proposal. Quality and comprehensiveness of proposed solution in relation to specified requirements. Approach and proposed methodology and project schedule for providing the specified solution and completing the project. Quality of any offered optional products, solutions, and/or services.

3.0

3. FUNCTIONALITY Degree to which proposed solution meets requirements in RFP Attachments 2 and 2.1 through 2.4

4.0

Total Comments (continue on reverse if necessary):

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SANDAG-ARJIS COMPANY SHORT LIST EVALUATION FORM I certify that I have performed an independent evaluation of the above-named consultant. I further certify that I have not engaged in discussions within the last year with the above-named consultant regarding my future employment with said consultant and that neither I nor anyone in my household has received income from any of the bidders/proposers during the last twelve (12) months.

EVALUATOR SIGNATURE

DATE

EVALUATOR NAME (PLEASE PRINT OR TYPE)

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RFP ATTACHMENT 10 COMPANY INTERVIEW EVALUATION FORM

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SANDAG-ARJIS COMPANY INTERVIEW EVALUATION FORM COMPANY: _______________________________________________________________________________ RFP: No.: 5002028 Description: Regional eWatch Notification and Interactive Crime Mapping
(b) Score (0-10) (a) x (b) Weighted Score

Criteria

(a) Weight

1.

COMPANY AND ASSIGNED COMPANY STAFF QUALIFICATIONS AND EXPERIENCE Qualifications and relevant experience of company and company staff assigned to SANDAG-ARJIS project/account. Experience in providing similar products and/or solutions for other public/governmental agencies. Experience in establishing solutions in regional public law enforcement and safety environments. Years of company experience in providing similar solutions. Technical competence of company and project staff as presented in proposal. Knowledge and understanding of SANDAG-ARJIS operations and needs. PROPOSED METHODOLOGY AND APPROACH TO WORK Quality and comprehensiveness of proposal and responsiveness to RFP requirements. Demonstrated understanding of SANDAG-ARJIS needs and requirements as presented in proposal. Quality and comprehensiveness of proposed solutions in relation to specified requirements. Approach and proposed methodology and project schedule for providing the specified solution and completing the project. Quality of any offered optional products, solutions, and/or services. FUNCTIONALITY Degree to which proposed solution meets Requirements in RFP. COST BEST VALUE Pricing offered in relation to quality of company experience, knowledge, and understanding of SANDAG-ARJIS operations and needs and the quality and functionality of offered products, solutions, and services. INTERVIEW QUESTIONS Demonstrated knowledge of the solution required. Appropriate responses to interview questions. Demonstrated quality of company experience, capability, and resources. REFERENCES Record of providing quality implementations for other large organizations, governmental and public law enforcement, and public safety agencies.

1.0

2.

1.5

3. 4.

3.0 1.5

5.

2.0

6.

1.0

Total

Comments (continue on reverse if necessary):

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SANDAG-ARJIS COMPANY INTERVIEW EVALUATION FORM I certify that I have performed an independent evaluation of the above-named consultant. I further certify that I have not engaged in discussions within the last year with the above-named consultant regarding my future employment with said consultant and that neither I nor anyone in my household has received income from any of the bidders/proposers during the last twelve (12) months.

EVALUATOR SIGNATURE

DATE

EVALUATOR NAME (PLEASE PRINT OR TYPE)

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RFP ATTACHMENT 10.1 PROPOSAL EVALUATION FORM (NO INTERVIEW)

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COMPANY: _______________________________________________________________________________ RFP: No.: 5002028 Description: Regional eWatch Notification and Interactive Crime Mapping

Criteria

(a) Weight

(b) Score (0-10)

(a) x (b) Weighted Score

1.

COMPANY AND ASSIGNED COMPANY STAFF QUALIFICATIONS AND EXPERIENCE Qualifications and relevant experience of company and company staff assigned to SANDAG-ARJIS project/account. Experience in providing similar products and/or solutions for other public/governmental agencies. Experience in establishing solutions in regional public law enforcement and safety environments. Years of company experience in providing similar solutions. Technical competence of company and project staff as presented in proposal. Knowledge and understanding of SANDAG-ARJIS operations and needs. PROPOSED METHODOLOGY AND APPROACH TO WORK Quality and comprehensiveness of proposal and responsiveness to RFP requirements. Demonstrated understanding of SANDAG-ARJIS needs and requirements as presented in proposal. Quality and comprehensiveness of proposed solutions in relation to specified requirements. Approach and proposed methodology and project schedule for providing the specified solution and completing the project. Quality of any offered optional products, solutions, and/or services. FUNCTIONALITY Degree to which proposed solution meets Requirements in RFP. COST BEST VALUE Pricing offered in relation to quality of company experience, knowledge, and understanding of SANDAG-ARJIS operations and needs and the quality and functionality of offered products, solutions, and services. REFERENCES Record of providing quality implementations for other large organizations, governmental and public law enforcement, and public safety agencies.

1.0

2.

2.5

3. 4.

4.0 1.5

5.

1.0

Total

Comments (continue on reverse if necessary):

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I certify that I have performed an independent evaluation of the above-named consultant. I further certify that I have not engaged in discussions within the last year with the above-named consultant regarding my future employment with said consultant and that neither I nor anyone in my household has received income from any of the bidders/proposers during the last twelve (12) months.

EVALUATOR SIGNATURE

DATE

EVALUATOR NAME (PLEASE PRINT OR TYPE)

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RFP ATTACHMENT 11 STANDARD SERVICES AGREEMENT

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STANDARD SERVICES AGREEMENT

5002028
CONTRACT NUMBER PROJECT NUMBER(S)

THIS AGREEMENT is effective as of this day of month, year, in the State of California by and between San Diego Association of Governments Automated Regional Justice Information System (SANDAG-ARJIS) and the following consultant, hereinafter referred to as Consultant. This Agreement will terminate on date unless an amendment is executed by the parties. Name Form of Business
(corporation, partnership, sole proprietor, etc.)

Address City State E-mail ZIP

Tax ID Number Phone Fax ( ( ) )

Authorized person to sign contracts:

Name Title The attached Standard Conditions are part of this Agreement. The Consultant agrees to furnish to SANDAG-ARJIS services and materials, summarized as follows (the Project):

Summarize Project here THE TOTAL CONTRACT VALUE SHALL NOT EXCEED $
SAN DIEGO ASSOCIATION OF GOVERNMENTS

U.S. DOLLARS.
CONSULTANT AUTHORIZATION

By:
Executive Director (or designee)

Firm: By:
Signature

Approved as to form: By:

Office of General Counsel AMOUNT ENCUMBERED

Title:
BUDGET ITEM FISCAL YEAR(S)

$ By:
Director of Finance Date

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Consultant: consultant_name

Contract Number: 5002028 File Number: file_no

STANDARD CONDITIONS

1.

Authorization to Proceed Specific authorization to proceed (Notice to Proceed) with all or a portion of the work described in the Scope of Work, Standard Services Agreement Exhibit A, shall be granted in writing by SANDAG-ARJIS via a Task Order or a Notice to Proceed. Consultant shall not proceed with the work unless it is authorized. Consultants proposal and SANDAG-ARJISs Request for Proposals (RFP) concerning the Project are hereby incorporated by reference as part of the Scope of Work, Standard Services Agreement Exhibit A. The Notice to Proceed or each Task Order shall set forth the date of commencement of work. This Agreement shall terminate on or before the date shown on the cover page of the Agreement, unless extended by amendment. Consultant is advised that any recommendation for contract award or notice of intent to contract is not binding on SANDAG-ARJIS until the Agreement is fully executed by all authorized parties.

2.

Consideration A. Consultant agrees to complete, to the full satisfaction of SANDAG-ARJIS, all of the services described herein and to deliver to SANDAG-ARJIS all of the deliverables specified herein. Consultant will be paid by the following method: submitted invoices based upon deliverables or portion of work completed and accepted by SANDAG-ARJIS. The final payment will be contingent on the final successful implementation acceptance of all of the requirements outlined in the statement of work section of the contract that will result from this RFP and on SANDAG-ARJISs acknowledgement of the satisfactory completion of the project.. Progress payments shall be invoiced by Consultant in arrears, and no more often than monthly, based upon services or deliverables provided, and which are accepted by SANDAG-ARJIS in writing, unless otherwise stated in the Payment Schedule, Standard Services Agreement Exhibit B. Consultant shall invoice SANDAG-ARJIS at the fixed-fee amounts set forth in the attached Payment Schedule up to the Maximum Amount of the Agreement. The Maximum Amount of this Agreement, including any potential Task Orders, or amendments, shall be $[TBD]. It is understood and agreed that the actual amount of work requested by SANDAG-ARJIS may be less than the Maximum Amount. There is no guarantee, either expressed or implied, as to the actual dollar amount that will be authorized under this Agreement. Fixed-fee amounts shall include direct salary costs, employee benefits, prevailing wages, employer payments, overhead, administration, travel and related living expenses, and fees. As tasks are identified, SANDAG-ARJIS may issue Task Orders to Consultant. Consultant is not authorized to perform services for SANDAG-ARJIS before the effective date of each Task Order or beyond the termination date set forth in each Task Order. The parties have agreed to the Payment Schedule attached to this Agreement as Standard Services Agreement Exhibit B. For any Task Orders that may be issued subsequent to

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Consultant: consultant_name

Contract Number: 5002028 File Number: file_no

Task Order 1, the parties will negotiate the amount of payment due based on the amounts in the Payment Schedule in Standard Services Agreement Exhibit B. Under no circumstances should Consultant presume that additional Task Orders beyond the current Task Order will be issued or that it will receive more than the maximum amount agreed to by the parties for any currently issued Task Order(s). Issuance of Task Orders under this Agreement shall be contingent on funding, budget approval, Consultants performance, and other relevant factors. SANDAG-ARJIS reserves the right to increase or decrease the amount of estimated funds allocated to each Task Order. Should Consultant perform work for SANDAG-ARJIS in advance of issuance of a fully executed Task Order for such work, Consultant shall be performing the work as an unpaid helper for SANDAG-ARJIS. B. This is a fixed-fee contract and, as such, Consultants rates are not adjustable for the performance period set forth in this Agreement. Premium Time or Overtime shall not be allowed under this Agreement without the express written approval of SANDAG-ARJIS. All transportation and subsistence costs are included in the total contract value stated on the front page of this fixed-fee Agreement, which is inclusive of all costs, overhead, and other direct and indirect costs. All fees and costs of Contractors subconsultant(s), if any, are included in the total contract value stated on the front page of this fixed-fee Agreement. If Consultant fails to satisfactorily complete a deliverable or portion thereof according to the schedule set forth in the Agreement or a Task Order, no payment will be made until the relevant deliverable or portion thereof has been satisfactorily completed. Any Task Order, or Amendment issued under this Agreement is of no force or effect until returned to SANDAG-ARJIS and signed by an authorized representative of SANDAG-ARJIS. No expenditures are authorized on a Project, and work shall not commence, until a Notice to Proceed, Task Order, for those tasks has been executed by SANDAG-ARJIS. The period of performance for any Task Order issued under this Agreement shall be in accordance with the Agreement performance period. No Task Order can be written which extends beyond the expiration date of this Agreement. Invoices shall reference the Agreement number, Project title, and any applicable Task Order number. Invoices shall be submitted no later than forty-five (45) calendar days after completion of each billing period or upon completion of a Task Order. SANDAGARJIS agrees to pay an invoice thirty (30) days after receipt of the invoice or approval of service (as should be specified in the Task Order), whichever occurs last, and payment shall be deemed to be made upon mailing by SANDAG-ARJIS. Credits due SANDAGARJIS, including any equipment purchased under the provisions of this Agreement, must be reimbursed by Consultant prior to the expiration or termination of this Agreement.

C.

D.

E.

F.

G.

H.

I.

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Consultant: consultant_name

Contract Number: 5002028 File Number: file_no

J.

Upon completion of all deliverables and work tasks to the satisfaction of SANDAGARJIS, Consultant shall submit a final invoice showing the cumulative costs incurred by Consultant, not to exceed Maximum Amount of the Agreement. Final payment of retained amounts shall be made following Consultants submittal of all required documentation and completion of the Project. Notwithstanding the foregoing, all payments are subject to the conditions set forth elsewhere in this Agreement or which are otherwise required by law. SANDAG-ARJIS may withhold all payments to Consultant if Consultant fails to comply with the requirements of the Agreement. Payments shall be subject to review by SANDAG-ARJIS for compliance with the requirements of this Agreement, and payment may be withheld if Consultant is not in compliance with the Agreement. Payments shall be subject to an audit upon completion of all services. No other compensation will be paid except for work done under an amended agreement approved pursuant to the Section in this Agreement titled, Changes in Work.

3.

Independent Consultant A. Consultant hereby declares that it is engaged in an independent business and agrees that, in the performance of this Agreement, it shall act as an independent contractor and not as an employee of the San Diego Association of Governments (SANDAG) or of the Automated Regional Justice Information System (ARJIS). Consultant has and hereby retains full control of all the employment, compensation, and discharge of all employees of Consultant assisting in its performance hereunder. Consultant shall be fully responsible for all matters relating to payment of its employees, including compliance with Social Security, withholding tax, and all other laws and regulations governing such matters. Consultant shall be responsible for its own acts and those of its agents and employees during the term of this Agreement. Except as otherwise specifically provided, as an independent contractor, Consultant will be solely responsible for determining means and methods for performing the services described in the Scope of Work. The payment made to Consultant pursuant to this Agreement shall be the full and complete compensation to which Consultant is entitled. SANDAG-ARJIS shall not make any federal or state tax withholdings on behalf of Consultant. SANDAG-ARJIS shall not be required to pay any workers compensation insurance on behalf of Consultant. Consultant agrees to indemnify SANDAG-ARJIS for any tax, retirement contribution, Social Security, overtime payment, or workers compensation payment which SANDAGARJIS may be required to make on behalf of Consultant or any employee of Consultant for work done under this Agreement. Except as SANDAG-ARJIS may specify in writing in this Agreement or elsewhere, Consultant shall have no authority, express or implied, to act on behalf of SANDAGARJIS in any capacity whatsoever, as an agent or otherwise. Consultant shall have no authority, express or implied, to bind SANDAG-ARJIS or its members, agents, or employees to any obligation whatsoever, unless expressly provided in this Agreement.

B.

C.

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Consultant: consultant_name

Contract Number: 5002028 File Number: file_no

4.

Insurance Consultant shall procure and maintain for the duration of this contract, insurance against claims for injuries to persons, or damages to property, which may arise from or in connection with the performance of the work hereunder by Consultant, its agents, representatives, or employees. With respect to Professional Liability, coverage must be maintained, and evidence provided, for two (2) years following the termination of this Agreement. Consultant will include the contract number on all insurance-related correspondence (i.e., the insurance certificate itself). All policies required shall be issued by companies that hold a current policyholders alphabetic and Financial-Strength Rating of not less than A-VI, in accordance with A.M. Best. Carriers must be qualified to do business in California and maintain an agent for service of process within California. A. Coverage Required All Contracts (1) Minimum Scope of Insurance Coverage shall be at least as broad as: Insurance Services Office Commercial (occurrence form CG001), or most recent edition General Liability coverage, and shall not contain the X, C, and U (explosion, collapse and underground) exclusions. Insurance Services Office form number CA0001 (Ed. 1/87) or most recent edition covering Automobile Liability, code 1 (any auto). Workers Compensation insurance as required by the State of California and Employers Liability Insurance. Professional Liability (Errors and Omissions) insurance appropriate to Consultants profession. (2) Liability Consultant agrees that all general liability coverages required under this insurance section are PRIMARY insurance and that any insurance of SANDAGARJIS shall be excess and noncontributory. (a) Commercial General Liability At all times during this contract and, with respect to Products and Completed Operations Liability, for twenty-four (24) months following the acceptance of the work by SANDAG-ARJIS, Consultant agrees to maintain Commercial General Liability Insurance for bodily injury and property damage in an occurrence form and with insurance companies acceptable to SANDAG-ARJIS. Commercial General Liability Insurance must include coverage for the following: Premises/Operations Liability. Products/Completed Operations Liability.

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Consultant: consultant_name

Contract Number: 5002028 File Number: file_no

Contractual Liability, with respect to this Agreement. Personal Injury Liability. Broad Form Property Damage. Independent Consultants. All Commercial General Liability policies shall name SANDAG-ARJIS and its directors, officers, agents, and employees as additional insureds as their interests may appear. Consultant waives any rights of subrogation against SANDAG-ARJIS, and the policy form must permit and accept such waiver. (b) Automobile Liability At all times during this contract, Consultant agrees to maintain Automobile Liability Insurance for bodily injury and property damage, including coverage for owned, non-owned, and hired vehicles. (c) Workers Compensation/Employer Liability At all times during this contract, Consultant agrees to maintain Workers Compensation and Employers Liability Insurance in compliance with the applicable statutory requirements. Consultant waives any rights of subrogation against SANDAG-ARJIS and its respective officers, employees, agents, and representatives, and the policy form must permit and accept such waiver. B. Additional Coverages Required (as indicated by a marked box) (1) Garagekeepers Legal Liability Insurance Consultant will operate a parking lot, owns a garage, and/or will accept anothers property for repair or keeping and therefore become a bailee. Insurance must provide coverage against liability for damage to vehicles in Consultants care, custody, or control. These responsibilities normally are excluded by General Liability policies under the care, custody, and control exclusion. Therefore, this coverage is needed. (2) Railroad Protective or Equivalent Consultant shall furnish, with respect to the operations of the Consultant or any of the Consultants subconsultants performing within the railroad right of way, Broad Form Railroad Protective Liability Insurance covering all work performed under this Agreement. Any exclusions relating to performance of services within the vicinity of any railroad, bridge, trestle, track, roadbed, tunnel, underpass, or crossing must be deleted. Option: purchase separate Railroad Protective Liability Policy as required.

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Consultant: consultant_name

Contract Number: 5002028 File Number: file_no

(3) Professional Liability At all times during the term of this Agreement, Consultant agrees to maintain Professional Liability Insurance to cover losses arising from negligent acts, errors, or omissions whenever committed for services or operations performed under this Agreement. The Consultant shall ensure both that (1) this policy retroactive date is on or before the date of commencement of the Project and (2) this policy has a reporting period of two (2) years after the date of completion or termination of this Agreement. The Consultant agrees that, for the time period defined above, there will be no changes or endorsements to the policy that increase SANDAG-ARJISs exposure to loss. (4) Pollution Legal Liability At all times during this contract, and for twenty-four (24) months following, Consultant agrees to maintain Pollution Legal Liability Insurance with respect to services or operations under this Agreement. The extended discovery period must be no less than twenty-four (24) months. (5) Consultant Equipment At all times during this contract, Consultant agrees to maintain Consultants Equipment Insurance on a special form basis covering equipment owned, leased, or used by Consultant. Consultant waives any rights of subrogation against SANDAG-ARJIS, and the policy form must permit and accept such waiver. Consultant hereby releases and holds harmless SANDAG-ARJIS for any loss or damage to its equipment. (6) Installation Floater At all times during this contract, Consultant agrees to maintain Installation Floater Insurance on a special form basis covering property owned or provided by Consultant. Consultant waives any rights of subrogation against SANDAG, and the policy form must permit and accept such waiver. Consultant hereby releases and holds harmless these entities for any loss or damage to its property. C. Minimum Policy Limits Required Policy Limits Commercial General Liability (Per Occurrence) Commercial General Liability (Aggregate) Automobile Liability (Each Occurrence) Workers Compensation Employer's Liability (Combined Single Limit Each Occurrence) $ 1,000,000 $ 2,000,000 $ 1,000,000 $ 1,000,000

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Consultant: consultant_name

Contract Number: 5002028 File Number: file_no

Additional Coverages (as indicated under Section B, Additional Coverages Required): Policy Limits C. (1) Garagekeepers C. (2) Railroad Protective (Each Claim) C. (2) Railroad Protective (Aggregate) C. (3) Professional Liability (Each Claim) C. (3) Professional Liability (Aggregate) C. (4) Pollution Liability (Each Claim) C. (4) Pollution Liability (Aggregate) C. (5) Consultant Equipment C. (6) Installation Floater D. Policy Provision Required Should any of the above described policies be cancelled before the expiration date thereof, notice will be delivered in accordance with the policy provisions and sent to SANDAGs insurance certificate review firm, hereinafter referred to as Ebix BPO as described in section 4.F below. Notice of cancellation sent by registered mail, postage prepaid, with a return receipt of addresses requested shall be sufficient notice. E. General Requirements The foregoing requirements as to the types and limits of insurance coverage to be maintained by Consultant, and any approval of said insurance by SANDAG-ARJIS or its insurance Consultant(s), are not intended to and shall not in any manner limit or qualify the liabilities and obligations otherwise assumed by Consultant pursuant to this Agreement, including but not limited to the provisions concerning indemnification. SANDAG-ARJIS reserves the right to withhold payments to Consultant in the event of material noncompliance with the insurance requirements outlined above. Consultant shall procure and maintain the foregoing insurance coverage during the period of performance of this Agreement, and for twenty-four (24) months following completion of all work under this Agreement, from companies authorized to do business in California. Failure to provide and continue in force any insurance as described in the Insurance subsection shall be deemed a material breach of this Agreement, which shall be deemed at SANDAG-ARJISs option to constitute cause for immediate termination hereof. Consultant is responsible for ensuring that its carrier(s) send Ebix BPO updated certificates of insurance throughout the term of the Agreement. The general liability and property damage insurance, as well as automobile liability insurance, shall include SANDAG-ARJIS as an additional insured. Consultants automobile, general, and professional liability policies shall be primary insurance as to SANDAG-ARJIS so that any $ N/A $ N/A $ N/A $ 1,000,000 $ 1,000,000 $ N/A $ N/A Replacement Cost Replacement Cost

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Consultant: consultant_name

Contract Number: 5002028 File Number: file_no

other coverage held by SANDAG-ARJIS shall not contribute to any loss under Consultants insurance. Said policies must contain a provision that states that the insurance provided by the policy shall be primary and noncontributory to the full limits stated in the declarations, and if SANDAG-ARJIS and its Board of Directors, officers, employees, or agents have other valid and collectible insurance for a loss covered by this policy, that other insurance shall be excess only. Insurance required of the Consultant shall be provided by or in behalf of all subconsultants to cover their operations performed under this Agreement. Consultant shall not require subcontractors to maintain insurance amounts that are disproportionate to the scope and dollar value of work subcontracted. Consultant shall be held responsible for all modifications, deviations, or omissions in these insurance requirements as they apply to subconsultants. Any deductibles or self-insured retentions must be declared to and approved by SANDAG. If a self-insured retention is used, the policy must be endorsed to allow any insured entity to satisfy the retention for the purposes of triggering coverage. Consultant shall cause the insurer to reduce or eliminate such deductibles or selfinsured retentions as respects SANDAG, its officers, officials, employees and volunteers. If Consultant is unable to reduce or eliminate such deductibles or retentions, Consultant shall provide a financial guarantee satisfactory to SANDAG guaranteeing payment of losses and related investigations, claim administration, and defense expenses. The policy limit requirements set forth in this Agreement do not constitute a limit on Consultants liability. F. Insurance Certificate Submittal SANDAG has contracted with Ebix BPO to automate its monitoring of certificates of insurance for compliance. The first Certificate of Insurance in connection with your agreement for SANDAG should be sent to the Contracts Administrator per Section VIII. All future renewal certificates should be sent to Ebix BPO at the address shown below: SANDAG c/o Ebix BPO Attn: Monica Vergara P.O. Box 881639 San Diego, CA 92168-1639 Certificates of Insurance may also be uploaded to Ebix BPO at www.trackcertsnow.com/tcn/faxUpload/faxUpload.jsp or sent by fax to Ebix at (877) 880-3490.

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Consultant: consultant_name

Contract Number: 5002028 File Number: file_no

To ensure proper processing the following additional contact information is required for certificate submittal: Contact Name: Fax Number: E-mail address: Phone Number: G. Additional Insureds The following entities/persons must be named as additional insureds on the certificates of insurance for Commercial General Liability, property, and automobile policies: SANDAG-ARJIS and its Board of Directors, officers, employees, and agents. SANDAGARJIS may require additional entities/persons to be named as additional insureds if work will be performed on the property of a third-party or SANDAG-ARJIS member agency. Consultant is not required to have SANDAG-ARJIS named as an additional insured on workers compensation, professional liability, or automobile liability policies. 5. Termination of Agreement A. SANDAG-ARJIS reserves the right to terminate this Agreement immediately in the event of breach or failure of performance by the Consultant or upon thirty (30) calendar days written notice to the Consultant if terminated for the convenience of SANDAG-ARJIS. Termination For Cause SANDAG-ARJIS may terminate this Agreement and be relieved of any payments should the Consultant fail to perform the requirements of this Agreement at the time and in the manner herein provided. In the event SANDAG-ARJIS determines sufficient cause exists, SANDAG-ARJIS will send a notice to cure to the address set forth in this Agreement for Consultant. If Consultant fails to satisfactorily cure the problem(s) within ten (10) days of receiving written notice from SANDAG-ARJIS specifying the nature of the cause, SANDAG-ARJIS may immediately cancel and/or terminate this Agreement and every right of the Consultant and any person claiming any right by or through the Consultant under this Agreement. Termination for cause also shall be merited in the event of a material breach of this Agreement. Events of material breach shall include, but not be limited to, failure to adhere to the Project time schedule, failure to maintain required insurance; bankruptcy; failure to pay any subconsultant or other company or person retained by Consultant in connection with this Agreement; Consultant refuses or negligently fails, except in cases for which extension of time is provided by SANDAG-ARJIS, to supply sufficient properly skilled staff or proper materials to perform as required by this Agreement; or Consultant negligently or intentionally disregards laws, ordinances, rules, regulations, or orders of any public authority having jurisdiction.

B.

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Consultant: consultant_name

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(1)

In the event of such termination, SANDAG-ARJIS may proceed with the work in any manner deemed proper by SANDAG-ARJIS. All actual and reasonable costs to SANDAG-ARJIS in the event of termination for cause (termination costs) shall be deducted from any sum due the Consultant under this Agreement, and the balance, if any, shall be paid to Consultant upon demand. Termination costs include but are not limited to the cost of soliciting a new consultant and any increase in the fees that must be paid to the new consultant. Consultant shall notify subconsultants and service or supply vendors providing services under this contract of the early termination date of this contract. Failure to notify any subconsultant and service or supply vendor shall result in Consultant being liable for the termination costs incurred by any subconsultant and service or supply vendor for work performed under this contract, except those specifically agreed to in the termination notice to Consultant.

(2)

C.

Early Termination of this Agreement or Task Order(s) or Suspension of this Agreement for Convenience (1) General Conditions SANDAG-ARJIS may terminate this Agreement, in whole or in part, at any time by written notice to the Consultant when it is in SANDAG-ARJISs best interest. Consultant shall be paid its costs, including contract closeout costs and profit on work performed up to the time of termination. Consultant shall promptly submit its termination claim to SANDAG-ARJIS to be paid to Consultant. If Consultant has any property in its possession belonging to SANDAG-ARJIS, Consultant will account for the same and dispose of it in the manner that SANDAG-ARJIS directs. No billable costs will be considered payable during suspension. (2) Consultants Deliverables Under Early Termination Consultant shall provide all Project-related documents and correspondence required as part of the Scope of Work/Deliverables or included in Task Orders. Project-related documents shall be described, listed, and identified as part of the final revised Cost Proposal. Project-related documents shall include all documents that are in complete and final form and which have been accepted as complete by SANDAG-ARJIS or documents in draft and/or incomplete form for those deliverables which are in progress by the Consultant and have not been accepted as complete. All documents must be received and accepted before the settlement cost invoice is paid. (3) Invoice Submittal Under Early Termination Separate final invoices for Project-related costs and termination settlement costs shall be submitted no later than thirty (30) calendar days after the date Consultant is notified of acceptance of the final Cost Proposals by the Executive Director. The invoice for termination settlement costs shall include the following, to the extent they are applicable: lease termination costs for equipment and

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Consultant: consultant_name

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facilities approved under the terms of the contract; equipment salvage costs for equipment valued over $500; rental costs for unexpired leases, less the residual value of the lease; cost of alterations and reasonable restorations required by the lease; settlement expenses (e.g., accounting, legal, clerical, storage, transportation, protection and disposition of property acquired or produced under the contract); indirect costs, such as payroll taxes, fringe benefits, and occupancy costs; and immediate supervision costs related to wages and salaries, incurred as settlement costs. (4) Cost Principles Under Early Termination Termination settlement expenses will be reimbursed in accordance with 48 CFR, Federal Acquisition Regulations System, Part 31, except on negotiated contracts procured under a Request for Proposals, which shall instead be governed by 48 CFR, Part 15. (5) Consultant Claims Under Early Termination Consultant agrees to release SANDAG-ARJIS from any and all further claims for services performed arising out of this Agreement or its early termination, upon acceptance by Consultant of payment in the total amount agreed upon as full and final payment of its costs from performance and early termination of this Agreement or Task Order(s). 6. Indemnification A. With regard to the Consultants performance in connection with or incidental to this Agreement, but excluding its performance of professional services and the indemnification and hold harmless aspects thereto as set forth below, the Consultant agrees to defend, indemnify, protect, and hold SANDAG-ARJIS and its Directors, officers, and employees, as well as any additional insured identified in the Special Provisions for Service and/or Equipment Agreements (if attached), harmless from and against any and all claims asserted or liability established for damages or injuries to any person or property, including injury to Consultants or its subconsultants employees, agents, or officers, which arise from or are connected with or are caused or claimed to be caused by the negligent, reckless, or willful acts or omissions of the Consultant and its subconsultants and their agents, officers, or employees, in performing the work or services herein, and all expenses of investigating and defending against same, including attorneys fees and costs, provided, however, that the Consultants duty to indemnify and hold harmless shall not include any claims or liability arising from the established sole negligence or willful misconduct of SANDAG-ARJIS and its Directors, agents, officers, or employees. With regard to Consultants performance of professional services, Consultant agrees to defend, indemnify, and hold harmless SANDAG-ARJIS and its Directors, officers, and employees, as well as any additional insureds identified in the Special Provisions for Service and/or Equipment Agreements (if attached), from and against any and all claims, costs, suits, and damages, including but not limited to attorneys fees and losses

B.

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or payments for injury to any person or property arising from the willful misconduct or negligent acts, errors, or omissions of the Consultant and/or its subconsultants associated with the Project. C. In addition to any other remedy authorized by law, so much of the money due Consultant under this Agreement as shall be considered necessary by SANDAG-ARJIS may be retained until disposition has been made of any claim for damages. This Section of the Agreement shall apply to all liability, regardless of whether any insurance policies are applicable. The policy limits do not act as a limitation upon the amount of indemnification to be provided by Consultant. This Section of the Agreement shall survive in perpetuity.

D.

7.

Assignment and Subcontracting A. Consultant shall not assign, sublet, or transfer (whether by assignment or novation) this Agreement, or any rights under or interest in this Agreement, without the written consent of SANDAG-ARJIS, which may be withheld for any reason, provided, however, that claims for money due to Consultant from SANDAG-ARJIS under this Agreement may be assigned to a bank, trust company, or other financial institution without such approval. Notice of such assignment or transfer shall be furnished promptly to SANDAG-ARJIS in writing. Nothing contained herein shall prevent Consultant from employing independent professional associates, subconsultants, and consultants as Consultant may deem appropriate to assist in the performance of services hereunder. Consultant shall not, however, enter into any agreement to assign subcontracted work in connection with this Agreement without first obtaining SANDAG-ARJISs written approval as to the Scope of Work and the subconsultant. If Consultant subcontracts any of the work to be performed under this Agreement, Consultant shall be as fully responsible to SANDAG-ARJIS for the acts, errors, or omissions of Consultants subconsultant and of the persons employed by the subconsultant as Consultant is for the acts and omissions of persons directly employed by Consultant. Nothing contained in this Agreement shall create any contractual relationship between any subconsultant of Consultant and SANDAG-ARJIS. Any subcontract in excess of $25,000, entered into as a result of this Agreement, shall contain all of the provisions stipulated in this Agreement to be applicable to the subconsultant, including but not limited to provisions pertaining to costs, records, and payment methods. Consultant shall bind every subconsultant and every subconsultant of a subconsultant to the terms of this Agreement, unless specifically noted to the contrary in the subcontract in question, approved in writing by SANDAG-ARJIS.

B.

C.

8.

Standard of Care A. Consultants services shall be performed in accordance with generally-accepted professional practices and principles and in a manner consistent with the level of care and skill ordinarily exercised by members of the profession currently practicing under

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similar conditions. All services shall be performed to SANDAG-ARJISs reasonable satisfaction. B. Neither SANDAG-ARJISs review, approval, or acceptance of, nor payment for, any of the services required under this Agreement shall be construed to operate as a waiver of any rights under this Agreement or of any cause of action arising out of the performance thereof; and the Consultant shall be, and remain liable to, SANDAG-ARJIS in accordance with applicable law for all damages to SANDAG-ARJIS by Consultants errors or omissions deemed to be negligent performance of any of the services furnished under this Agreement. Errors or omissions identified in the Consultants work product and deemed to be negligent shall be corrected upon written notification by the project manager, and no additional payment shall be made for said corrections. Corrections of errors or omissions to the Consultants work product shall not limit enforcement of any other provision of this Agreement. Consultant acknowledges and understands that the data and/or information it collects and/or provides to SANDAG-ARJIS will be relied upon by SANDAG-ARJIS and other persons or entities that are now or will in the future be under contract with SANDAGARJIS. Should information derived and provided by Consultant be inaccurate and cause SANDAG-ARJIS to incur damages or additional expenses, SANDAG-ARJIS shall notify Consultant, and Consultant shall immediately place any applicable insurance carrier on notice of a potential claim. Consultant shall comply with Occupational Safety & Health Administration (OSHA) and California Division of Occupational Safety and Health (Cal/OSHA) regulations applicable to the Consultant regarding necessary safety equipment or procedures. Consultant shall comply with safety instructions issued by SANDAG-ARJIS or other government representatives. Consultants personnel shall wear white hard hats and orange safety vests at all times while working on a construction Project site and/or within the vicinity of vehicular traffic. Consultants performance will be evaluated by SANDAG-ARJIS. A copy of the evaluation will be sent to Consultant for comments. The evaluation, together with the comments, shall be retained by SANDAG-ARJIS. Interim or yearly evaluations may be performed by SANDAG-ARJIS; however, only the Final Consultant Evaluation at Contract Closeout will be kept by SANDAG-ARJIS.

C.

D.

E.

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9.

Notices

All notices or other communications to either party by the other shall be deemed given when made in writing and deposited in the United States Post Office, addressed as follows: To SANDAG: San Diego Association of Governments (SANDAG) Attention: Ms. Pam Scanlon, Executive Director of ARJIS 401 B Street, Suite 800 San Diego, CA 92101 To Consultant: As shown on front page. 10. Equal Employment Opportunity Program A. Consultant doing business with SANDAG-ARJIS must be an equal opportunity employer that achieves or attempts to achieve parity in the representation of women and minorities in its workforce. A signed Equal Employment Opportunity Certificate RFP Attachment 6.4 is a proposal submittal requirement and is a condition for contract award to Consultant. Consultant shall ensure equal employment opportunity for all persons. Consultant and its subconsultants shall not discriminate against any employee or applicant for employment because of race, color, religion, creed, sex, sexual orientation, national origin, ancestry, age, medical condition, physical or mental disability, Vietnam-era veteran or special disabled veteran status, marital status, or citizenship, within the limits imposed by law. These principles are to be applied by Consultant in all employment practices, including recruiting, hiring, transfers, promotions, training, compensation, benefits, layoffs, and terminations. During the performance of this Agreement, Consultant agrees to comply with all the requirements imposed by Title VI and Title VII of the Civil Rights Act of 1964, as amended, and the regulations issued thereunder (Executive Order 11246), the California Fair Employment Practices Act, the Americans with Disabilities Act of 1990, and any other applicable federal and state laws and regulations subsequently enacted.

B.

C.

11.

Conformity to Legal Requirements A. Consultant shall comply with all federal, state, and local laws and ordinances applicable to this Agreement. This includes compliance with prevailing wage rates and their payment in accordance with California Labor Code Section 1775 when applicable. Consultant shall cause all completed deliverables to conform to all applicable requirements of law: federal, state, and local.

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B.

Consultant shall be aware of the requirements of the Immigration Reform and Control Act of 1986 and shall comply with those requirements, including but not limited to verifying the eligibility for employment of all agents, employees, consultants, and subconsultants that are included in this Agreement. Consultant represents and warrants to SANDAG-ARJIS that it has all necessary licenses, permits, qualifications, and approvals, of whatever nature, that are legally required for Consultant to practice its profession. Consultant further represents and warrants to SANDAG-ARJIS that it, at its sole cost and expense, shall keep in effect at all times during the term of this Agreement any licenses, permits, and approvals that are required for Consultant to practice its profession and/or perform services under this Agreement.

C.

12.

Notice of Potential Claim for Out-of-Scope Work

Consultant shall not be entitled to additional compensation for out-of-scope work unless it has given SANDAG-ARJIS a written notice of potential claim for any such work. The written notice of potential claim shall set forth the reasons for which the Consultant believes additional compensation will or may be due, the nature of the out-of-scope work involved, and, insofar as possible, the amount of the potential claim. The notice must be given to SANDAG-ARJIS prior to the time Consultant shall have performed the work if based upon an act or failure to act by SANDAGARJIS or, in all other cases, within fifteen (15) days after the happening of the event, thing, occurrence, or other cause giving rise to the potential claim. It is the intention of this Section that any claim for out-of-scope work be brought to the attention of SANDAG-ARJIS at the earliest possible time in order that matters related to any such work can be settled in a prompt manner. Contractor hereby agrees that it shall have no right to additional compensation for any claim for out-of-scope work for which no written notice of potential claim as herein required was filed. 13. Disputes A. This Agreement shall be interpreted in accordance with the laws of the State of California. In the event Consultant has a dispute with SANDAG-ARJIS during the performance of this Agreement, Consultant shall continue to perform unless SANDAG-ARJIS informs Consultant in writing to cease performance. Consultant shall submit a statement of the grounds for the dispute, including all pertinent dates, names of persons involved, and supporting documentation to ARJISs project manager. The project manager and other appropriate SANDAG-ARJIS staff will review the documentation in a timely manner and reply to Consultant within twenty (20) days. Upon receipt of an adverse decision by SANDAG-ARJIS, Consultant may submit a request for reconsideration to SANDAGs Executive Director. The request for reconsideration must be received within ten (10) days from the postmark date of SANDAG-ARJISs reply. The Executive Director will respond to the request for reconsideration within ten (10) working days. The decision of the Executive Director will be final and in writing.

B.

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C.

If Consultant is dissatisfied with the results following exhaustion of the above dispute resolution procedures, Consultant shall make a written request to SANDAG-ARJIS for mediation. SANDAG shall respond to a request for mediation within thirty (30) calendar days. If SANDAG-ARJIS agrees mediation is appropriate, a mutually-acceptable mediator shall be selected by the parties, and the parties will proceed to mediation of the dispute. If any action is brought to interpret or enforce any term of this Agreement, the action shall be brought in a state or federal court situated in the County of San Diego, State of California. In the event of any such litigation between the parties, the prevailing party shall be entitled to recover all reasonable costs incurred, including reasonable attorneys fees, litigation and collection expenses, witness fees, and court costs as determined by the court.

D.

14.

Limitations on Use A. The services hereunder are provided for the exclusive use of SANDAG-ARJIS, and such services, data, recommendations, proposals, reports, design criteria, and similar information provided by Consultant are not to be used or relied upon by other parties except as authorized by SANDAG-ARJIS. Consultant shall not use for financial gain, disclose, or make other improper use of privileged information that is acquired in connection with this Agreement. For purposes of this Agreement, privileged information includes, but is not limited to, trade secret information, medical records, personnel records, home addresses and phone numbers of any person, Social Security numbers, and knowledge of selections of Consultant or subconsultants in advance of an official announcement by SANDAGARJIS. All financial, statistical, personal, technical, or other data and information relative to SANDAG-ARJISs or another entitys operations, which are designated confidential by SANDAG-ARJIS and made available to the Consultant in order to carry out this Agreement, shall be protected by Consultant from unauthorized use and disclosure. Permission to disclose information on one occasion or public hearing relating to the Agreement shall not authorize the Consultant to further disclose such information or disseminate the same on any other occasion. Consultant shall not comment publicly to the press or any other media regarding the Agreement, or SANDAG-ARJISs actions on the same, without SANDAG-ARJISs prior permission, except to SANDAG-ARJISs staff, Consultants own personnel involved in the performance of this Agreement, or at public hearings. Consultant shall not issue any news release or public relations item of any nature whatsoever regarding work performed or to be performed under this Agreement without prior review of the contents thereof by SANDAG-ARJIS and receipt of SANDAGARJISs written permission.

B.

C.

D.

E.

F.

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G.

Any subcontract entered into as a result of this Agreement shall contain all of the provisions of this Section. Consultant is allowed to disclose information when required by law, rule, regulation, or court order upon notice to SANDAG sufficient to allow SANDAG to challenge such required disclosure.

H.

15.

Disadvantaged Business Enterprise (DBE) Participation A. The Consultant, subrecipient, or subcontractor shall not discriminate on the basis of race, color, national origin, or sex in the performance of this contract. The Consultant shall carry out applicable requirements of 49 CFR, Part 26, in the award and administration of U.S. Department of Transportation-assisted contracts. Failure by the Consultant to carry out these requirements is a material breach of this contract, which may result in the termination of this contract or such other remedy as SANDAG deems appropriate. The Consultant shall include the above assurance in each subcontract it signs with a subcontractor. While this RFP has no mandatory DBE use requirement, SANDAG does have an overall DBE goal and encourages DBE participation in all its procurements.

B.

C.

16.

Retention and Prompt Payment A. The Consultant shall pay its subconsultants within ten (10) calendar days from receipt of each payment made to the Consultant by SANDAG-ARJIS. The ten (10) days is applicable unless a longer period is agreed in writing. Any delay or postponement of payment over thirty (30) days may take place only for good cause and with SANDAG-ARJISs prior written approval. SANDAG-ARJIS shall hold a ten percent (10%) retention from all payments due to Consultant. SANDAG-ARJIS shall promptly pay retention amounts to Consultant based upon acceptance of all work under this Agreement and receipt of a final invoice and all required documentation from Consultant. Consultant or subconsultant shall return all monies withheld in retention from a subconsultant within thirty (30) days after receiving payment for work satisfactorily completed and accepted by SANDAG-ARJIS, including incremental acceptances of portions of the contract work. Federal Regulation 49 CFR 26.29 requires than any delay or postponements of payment over thirty (30) days may take place only for good cause and with SANDAG-ARJISs prior written approval. Any violation of this provision shall subject the violating Consultant or subconsultant to the penalties, sanctions, and other remedies specified in Section 7108.5 of the California Business and Professions Code. These requirements shall not be construed to limit or impair any contractual, administrative, or judicial remedies otherwise available to the prime Consultant or subconsultant for deficient subconsultant performance or noncompliance by a subconsultant. This Section applies to both Disadvantaged Business Enterprise (DBE) consultants and non-DBE consultants and subconsultants.

B.

C.

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17.

Records Retention Consultant shall maintain complete and accurate records with respect to actual time and allowable costs incurred under this Agreement. All such records shall be maintained on a generally-accepted accounting basis and shall be clearly identified. Consultant shall provide reasonable access to the representatives of SANDAG-ARJIS, or its designees, including representatives of the applicable government agencies, if this Agreement is funded in whole or in part with state or federal funds, to such books and records and any other books, documents, papers, or records of the Consultant that are related to this Agreement. SANDAGARJIS, the State, the State Auditor, or any duly authorized representative of the federal government having jurisdiction under federal laws or regulations shall have the right to examine and audit such books and records and to make transcripts or copies from them as necessary. Consultant shall allow inspection of all work data, documents, proceedings, and activities related to this Agreement for a period of five (5) years from the date of final payment under this Agreement. This Section must be included in any subcontract entered into as a result of this Agreement.

18.

Covenant Against Contingent Fees A. No elected official(s) of SANDAG-ARJIS or any of its member agencies, the State of California, or the United States Government shall become directly or indirectly interested in or personally benefit from the financial proceeds of this Agreement or any part of it. No officer or employee of SANDAG-ARJIS shall become directly or indirectly interested in or benefit from the financial proceeds of this Agreement or any part of it. Consultant warrants that its firm has not employed, retained, paid, or agreed to pay any company or person, other than a bona fide employee working for Consultant, to solicit or secure this Agreement, and that it has not paid or agreed to pay any company or person, other than a bona fide employee, any fee, commission, percentage, brokerage fee, gift, or any other consideration contingent upon or resulting from the award or formation of this Agreement. For breach or violation of this warranty, SANDAG-ARJIS shall have the right to annul this Agreement without liability or, at its discretion, to deduct from the Agreement price or consideration, or otherwise recover, the full amount of such fee, commission, percentage, brokerage fee, gift, or contingent fee.

B.

19.

Ownership of Documents and Other Work Product A. Consultant agrees that any and all property rights, including intellectual property rights such as copyrights or patents that arise from creation of deliverables or other work products required by this Agreement, shall be vested in SANDAG-ARJIS and hereby agrees to relinquish all claims to such property rights in favor of SANDAG-ARJIS.

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B.

The term deliverables includes, but is not limited to, all original drawings, reports, and other documents, including detailed calculations, digital/electronic databases, source code, data sets, analyses, maps, and other work products developed for the Project. Digital or electronic data is required as a deliverable under this Agreement. Consultant must submit deliverables in a format identified by SANDAG-ARJIS as one it can decipher. Documentation and metadata must accompany the data in order for the deliverable to be accepted by SANDAG-ARJIS. Consultant shall have the right to make a copy of the deliverables solely for the purpose of record keeping. Consultant may not sell, reuse, or distribute deliverables prepared under this Agreement in any form without SANDAG-ARJISs express written permission. SANDAG-ARJIS agrees to hold Consultant harmless from any claims or damages caused by any use of such deliverables other than stipulated in the Scope of Work.

C.

D.

20.

Time Consultant acknowledges that timely performance is an important element of this Agreement. Accordingly, the Consultant shall put forth its best efforts to complete its services in accordance with the agreed-upon schedule. It shall be the responsibility of Consultant to advise SANDAG-ARJIS on an as-needed basis of the progress of its work, expenditures incurred, and information regarding whether the Project is projected to comply with the schedule and budget limits. Consultant shall document the progress and results of work performed under this Agreement to the satisfaction of SANDAG-ARJIS and, if applicable, to the satisfaction of any government agency as directed by SANDAG-ARJIS. This may include progress and final reports, plans, specifications, estimates, or other evidence of attainment of the Agreement objectives.

21.

Changes in Work If changes in the work seem merited by Consultant or SANDAG-ARJIS, and informal consultations with the other party indicate that a change is warranted, it shall be processed by SANDAG-ARJIS in the following manner: A letter outlining the changes shall be forwarded to SANDAG-ARJIS by Consultant, but no statement of estimated changes in fee or time schedule shall be provided initially. The ARJIS project manager will prepare an independent cost estimate if he/she believes the additional work is needed. The ARJIS project manager will then request that Consultant provide an estimate of hours and costs for the change. If SANDAG-ARJIS determines the change is merited, is due to an unexpected circumstance, and was caused through no fault of the Consultant, an amendment to the Agreement may be prepared by SANDAG-ARJIS following negotiation with the Consultant. SANDAG-ARJIS will not be required to pay for the changes in work unless the amendment is executed by both parties before performance of such services commences. Consultant is expressly put on notice that no employee of SANDAG-ARJIS has authority to authorize, in writing or otherwise, any additional work that would increase the cost of this Agreement or an issued Task Order without SANDAG Executive Director approval. Such an amendment shall not render ineffective or invalidate unaffected portions of this Agreement.

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22.

Force Majeure Either party is excused from performance hereunder if such nonperformance results from acts of God, war, riots, acts of governmental authorities, or any other cause that could not have been overcome by the exercise of due diligence or planning by the nonperforming party. In the event of the occurrence of a force majeure event, the party unable to perform shall promptly notify the other party. It shall further pursue its best efforts to resume performance as quickly as possible and shall suspend performance only for such period of time as is necessary as a result of the force majeure event.

23.

Entire Agreement This Agreement represents the entire understanding of SANDAG-ARJIS and Consultant as to those matters contained in it. No prior oral or written understanding shall be of any force or effect with respect to those matters covered hereunder. This Agreement may not be modified or altered except in writing, signed by SANDAG-ARJIS and Consultant.

24.

Incorporation of Exhibits A. SANDAG-ARJISs RFP and Consultants proposal concerning the Project are hereby incorporated by reference, except to the extent they may conflict with the terms of the Agreement. The following documents (exhibits to this Standard Services Agreement) also are attached and incorporated by reference if the box next to document title is marked: Exhibit A Scope of Work Exhibit B Payment Schedule Exhibit C Project Performance Schedule (if applicable) Exhibit D Special Provisions for Service and/or Equipment Agreements B. In the event of conflicting provisions, the following order of precedence will apply: (1) Special Provisions for Service and/or Equipment Agreements, (2) the Standard Services Agreement, (3) the RFP, and (4) Consultants proposal. Wherever the word contractor may appear in the attachments or exhibits to this Agreement, it should be read as the equivalent to the word consultant. Wherever the words bid or bidder may appear in the attachments or exhibits to this Agreement, they should be read as the equivalent to the words proposal or proposer.

C.

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25.

Administration Consultant proposes to assign name of person as its project manager to provide supervision and have overall responsibility for this Agreement for Consultant. The project manager shall not be removed from the Project or reassigned without prior approval of SANDAG-ARJIS. Consultant must obtain approval from SANDAG-ARJIS in writing before assigning a new project manager to the Project. No subcontracting of these professional services shall be made without prior approval of SANDAG-ARJIS.

26.

Headings Section headings in this Agreement shall not be used to alter the plain meaning of the text in this Agreement.

27.

Preservation of Agreement Should any provision of this Agreement be found invalid or unenforceable, the decision shall affect only the provision interpreted, and all remaining provisions shall be severable and enforceable.

28.

Successors or Assigns All terms, conditions, and provisions hereof shall inure to and shall bind each of the parties hereto and each of their respective heirs, executors, administrators, successors, and assigns.

29.

Signatures The individuals executing this Agreement represent and warrant that they have the legal capacity and authority to do so on behalf of their respective legal entities. This Agreement may be executed in any number of separate counterparts, each of which shall be deemed an original but all of which when taken together shall constitute one and the same instrument.

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STANDARD SERVICES AGREEMENT EXHIBIT A SCOPE OF WORK

Please refer to RFP Attachments 2 and 2.1 through 2.4 for the draft Scope of Work. The final Scope of Work for the Agreement will be inserted at the time of contract execution.

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STANDARD SERVICES AGREEMENT EXHIBIT B PAYMENT SCHEDULE

The Final Fee Schedule for the Agreement will be inserted at the time of contract execution.

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STANDARD SERVICES AGREEMENT EXHIBIT C PROJECT PERFORMANCE SCHEDULE

(If applicable)

Standard Services Agreement Exhibit C Project Performance Schedule

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STANDARD SERVICES AGREEMENT EXHIBIT D SPECIAL PROVISIONS FOR SERVICE AND/OR EQUIPMENT AGREEMENTS

THE SPECIAL PROVISIONS BELOW ARE INCORPORATED INTO THE AGREEMENT I. Option to Extend Option to Extend for One (1) to Six (6) Additional Months at End of Agreement: SANDAGARJIS shall have the option to extend the term of this Agreement in one or more increments for a total of no less than one (1) and no more than six (6) calendar months at the discretion of SANDAG-ARJIS. Each extension shall be affected by written unilateral Agreement amendment delivered to Consultant no less than fifteen (15) calendar days prior to expiration of any Agreement term. The rates set forth in the Agreement shall apply to any option exercised pursuant to this option clause unless provision for appropriate price adjustment has been made elsewhere in this Agreement or by Agreement amendment. All payments are subject to availability of funds from SANDAG-ARJIS. II. Conflict of Interest A. Consultant shall file a Conflict of Interest Statement with SANDAGs Executive Director if it is required by SANDAGs Conflict of Interest Code. Consultant is responsible for determining it is a Consultant for purposes of the Political Reform Act and such code, and for compliance with any applicable financial disclosure requirements. Consultant represents that, to its knowledge, entry into this Agreement will not result in a conflict of interest prohibited by California Government Code Section 1090 for SANDAGs employees or Board of Directors. Consultant shall not make or participate in making or in any way attempt to use Consultants position to influence a governmental decision in which Consultant knows or has reason to know Consultant has a financial interest other than the compensation promised by this Agreement. Consultant represents that Consultant has diligently conducted a search and inventory of Consultants economic interests, as defined in the regulations promulgated by the Fair Political Practices Commission, and has determined that Consultant does not, to the best of Consultants knowledge, have an economic or organizational interest which would conflict with Consultants duties under this Agreement. Consultant agrees to scrupulously avoid performing services for any person or entity or entering into any contractual or other relationship with any person or entity which might create a conflict with the rendering of services under this Agreement. Consultant will immediately advise the General Counsel of SANDAG if Consultant learns of an economic or organizational conflict of interest or other prohibited conflict of interest of Consultants during the term of this Agreement.

B.

Standard Services Agreement Exhibit D Special Provisions for Service and/or Equipment Agreements

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III.

General Obligations: Upon termination of the Agreement, Consultant shall accomplish a complete transition of the services being terminated from Consultant and any subconsultants to SANDAG-ARJIS, or to any replacement provider designated by SANDAG-ARJIS, without any interruption of or adverse impact on the services or any other services provided by third parties (the Disentanglement). Consultant shall cooperate with SANDAG-ARJIS and any new service provider and otherwise promptly take all steps required to assist SANDAG-ARJIS in effecting a complete Disentanglement. Consultant shall provide all information regarding the services or as otherwise needed for Disentanglement, including data conversion, files, interface specifications, training staff assuming responsibility, and related professional services. Consultant shall provide for the prompt and orderly conclusion of all work, as SANDAGARJIS may direct, including completion or partial completion of Projects, documentation of work in process, and other measures to assure an orderly transition to SANDAG-ARJIS or SANDAG-ARJISs designee. All services related to Disentanglement shall be deemed a part of the base services and shall be performed by Consultant at no additional cost to SANDAG-ARJIS beyond what SANDAG-ARJIS would pay for the base services absent the performance of the Disentanglement services. Consultants obligation to provide the services shall not cease until Disentanglement is satisfactory to SANDAG-ARJIS, including the performance by Consultant of all asset transfers and other obligations of Consultant provided in this Paragraph have been completed. Disentanglement Process: The Disentanglement process shall begin on any of the following dates: (i) the date SANDAG-ARJIS notifies Consultant that no funds or insufficient funds have been appropriated so that the Agreement shall be terminated for convenience; (ii) the date designated by SANDAG-ARJIS, not earlier than sixty (60) days prior to the end of any initial or extended term, that SANDAG-ARJIS has not elected to extend pursuant to the Agreement or Task Order; or (iii) the date any Termination Notice is delivered, if SANDAG-ARJIS or Consultant elects to terminate any or all of the services pursuant to this Agreement. Subject to the Scope of Work, Consultants obligation to perform services, and SANDAG-ARJISs obligation to pay for services, shall expire upon termination except that Consultant shall remain obligated to provide Disentanglement services for up to twelve (12) months after any such termination date, at the rates set forth in the Agreement. Consultant and SANDAGARJIS shall discuss in good faith a plan for determining the nature and extent of Consultants Disentanglement obligations and for the transfer of services in process, provided, however, that Consultants obligation under this Agreement to provide all services necessary for Disentanglement shall not be lessened in any respect. Consultant shall be required to perform its Disentanglement obligations on an expedited basis, as determined by SANDAG-ARJIS, if SANDAG-ARJIS terminates the Agreement for cause. Specific Obligations: The Disentanglement shall include the performance of the following specific obligations: 1. Full Cooperation and Information: Upon Disentanglement, the parties shall cooperate fully with one another to facilitate a smooth transition of the services being terminated from Consultant to SANDAG-ARJIS or SANDAG-ARJISs

B.

C.

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designated replacement provider. Such cooperation shall include the provision (both before and after the cessation of Consultants providing all or any part of the services under this Agreement) by Consultant to SANDAG-ARJIS of full, complete, detailed, and sufficient information (including all information then being utilized by Consultant) to enable SANDAG-ARJISs personnel (or that of third parties) to fully assume and continue without interruption the provision of the services. 2. No Interruption or Adverse Impact: Consultant shall cooperate with SANDAGARJIS and all of SANDAG-ARJISs other service providers to ensure a smooth transition at the time of Disentanglement, with no interruption of services, no adverse impact on the provision of services or SANDAG-ARJISs activities, no interruption of any services provided by third parties, and no adverse impact on the provision of services provided by third parties. Third-Party Authorizations: Without limiting the obligations of Consultant pursuant to any other clause herein, Consultant shall, subject to the terms of any third-party contracts, procure at no charge to SANDAG-ARJIS any third-party authorizations necessary to grant SANDAG-ARJIS the use and benefit of any thirdparty contracts between Consultant and third-party consultants used to provide the services, pending their assignment to SANDAG-ARJIS. Licenses to Proprietary Software: For any software programs developed for use under SANDAG-ARJISs contract, Consultant shall provide a fully-paid, perpetual, irrevocable, royalty-free worldwide license to SANDAG-ARJIS (or other service provider, as the case may be), at no charge to SANDAG-ARJIS, to use, copy, and modify all Consultant underlying works and Consultant derivatives that would be needed in order to allow SANDAG-ARJIS to continue to perform for itself, or obtain from other providers, the services as the same might exist at the time of Disentanglement. Consultant also shall provide SANDAG-ARJIS with a copy of each such program, in such media as requested by SANDAG-ARJIS, together with object code, source code, and appropriate documentation. Consultant also shall offer to SANDAG-ARJIS the right to receive maintenance (including all enhancements and upgrades) and support with respect to such Consultant underlying works and Consultant derivatives for so long as SANDAG-ARJIS requires, at the best rates Consultant is offering to other major customers for services of a similar nature and scope. In the event of conflicting provisions between this clause and the Standard Services Agreement Exhibit E (Software Agreement and Software Escrow Agreement), Exhibit E shall take precedence. Transfer of Assets: Consultant shall convey to SANDAG-ARJIS all SANDAG-ARJIS assets in Consultants possession and from among those assets then held by Consultant for the provision of services to SANDAG-ARJIS, other than those assets expressly identified by the Parties from time to time as shared resources, such assets as SANDAG-ARJIS may select, at a price consisting of the net book value. Consultant shall promptly remove from SANDAG-ARJISs premises any Consultant assets that SANDAG-ARJIS, or its designee, chooses not to purchase.

3.

4.

5.

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Consultant: consultant_name 6.

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Transfer of Leases, Licenses, and Contracts: Consultant, at its expense, shall convey or assign to SANDAG-ARJIS or its designee such leases, licenses, and other contracts used by Consultant, SANDAG-ARJIS, or any other person in connection with the services, as SANDAG-ARJIS may select, when such leases, licenses, and other contracts have no other use by Consultant. Consultants obligation described herein shall include Consultants performance of all obligations under such leases, licenses, and other contracts to be performed by it with respect to periods prior to the date of conveyance or assignment, and Consultant shall reimburse SANDAG-ARJIS for any losses resulting from any claim that Consultant did not perform any such obligations. Delivery of Documentation: Consultant shall deliver to SANDAG-ARJIS, or its designee, at SANDAG-ARJISs request, all documentation and data related to SANDAG-ARJIS, including the SANDAG-ARJIS data, held by Consultant, and Consultant shall destroy all copies thereof not turned over to SANDAG-ARJIS, all at no charge to SANDAG-ARJIS. Notwithstanding the foregoing, Consultant may retain one (1) copy of the documentation and data, excluding SANDAG-ARJIS data, for archival purposes or warranty support. Hiring of Employees: Consultant shall cooperate with and assist (and shall cause its subconsultants to cooperate with and assist) SANDAG-ARJIS (or SANDAG-ARJISs designee) in offering employment, at the sole discretion of SANDAG-ARJIS, to any or all skilled or specially trained Consultant employees (and to any or all employees of Consultants subconsultants) that are substantially involved in the provision of services, whether such offers are made at the time of, after, or in anticipation of expiration or termination of the Agreement term. Consultant shall be solely responsible for, and shall pay, all severance and related payments, if any are payable pursuant to Consultants standard policies, to any such employees of Consultant hired by SANDAG-ARJIS or its designee, and shall cause the relevant subconsultant of Consultant to pay severance and related payments, if any are payable pursuant to such subconsultants standard policies, to any such employee of a subconsultant hired by SANDAG-ARJIS or its designee.

7.

8.

D.

Preparation for Disentanglement: 1. Complete Documentation: Consultant shall provide to SANDAG-ARJIS complete information, including complete documentation, as required to be provided under this Agreement, in accordance with the standards and methodologies to be implemented by Consultant, for all software (including applications developed as part of the services) and hardware, that is sufficient to enable SANDAG-ARJIS, or another service provider, to fully assume the provision of the services to SANDAGARJIS. Consultant shall provide such documentation for all upgrades to or replacements of software or hardware, concurrently with the installation thereof. Maintenance of Assets: Consultant shall maintain all hardware, software, systems, networks, technologies, and other assets utilized in providing services to SANDAGARJIS (including leased and licensed assets) in good condition and in such locations and configurations as to be readily identifiable and transferable to

2.

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SANDAG-ARJIS or its designees in accordance with the provisions of this Agreement; additionally, Consultant shall insure such assets in accordance with this Agreement. 3. Advance Written Consents: Consultant shall obtain advance written consents from all licensors and lessors to the conveyance or assignment of licenses and leases to SANDAG-ARJIS or its designee upon Disentanglement. Consultant also shall obtain for SANDAG-ARJIS the right, upon Disentanglement, to obtain maintenance (including all enhancements and upgrades) and support with respect to the assets that are the subject of such leases and licenses at the price at which, and for so long as, such maintenance and support are made commercially available to other customers of such third parties whose consent is being procured hereunder. All Necessary Cooperation and Actions: Consultant shall provide all cooperation, take such additional actions, and perform such additional tasks as may be necessary to ensure a timely Disentanglement in compliance with the provisions of this Section, including full performance, on or before the expiration date, of Consultants obligations under this Section.

4.

IV.

Warranties A. Consultant warrants that all equipment, materials, and labor furnished or performed under the Agreement shall be satisfactory for their intended purposes, shall be free from liens or other encumbrances, and shall be free of all defects in the design, materials, and workmanship for a period of one (1) year for the software and services (also referred to as labor or work) and three (3) years for the hardware, if any (also referred to as equipment, materials or goods). The warranty period starts from the date of final project acceptance by SANDAG-ARJIS and is effective regardless of whether the software, services, labor, hardware, equipment, materials, or goods were furnished or performed by Consultant or by any of its subconsultants of any tier (the Warranty Period). Any defect in any such equipment, materials, or labor during the applicable Warranty Period due to defective design, equipment, materials, or workmanship shall be redesigned, repaired, or replaced within a time period and in a manner acceptable to SANDAG-ARJIS. Neither inspection, testing, nor acceptance by SANDAG-ARJIS of materials or work performed, nor final acceptance, partial or final payment, nor any provision of this Agreement shall relieve Consultant from the responsibilities defined in this Section. The goods and services provided hereunder and any associated equipment delivered hereunder are subject to the following warranties: 1. Consultant warrants that the services to be provided hereunder shall be in accordance with the Scope of Work attached to the Agreement, shall be performed in a professional manner, and shall reasonably conform to customary practices and quality of similar services provided in Consultants industry. Consultant agrees to re-perform, in a timely manner, at no additional cost to

B.

C.

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Consultant: consultant_name

Contract Number: 5002028 File Number: file_no

SANDAG-ARJIS, any service provided hereunder which does not reasonably conform to such standards. 2. Consultant warrants that the equipment sold hereunder, if any, shall be free from defects in material and workmanship and conform to the applicable specifications as set forth under the Scope of Work attached to the Agreement. Consultant agrees to repair or replace at its discretion, in a timely manner and without charge, any such equipment which is defective as to design, workmanship, or material, provided: a) Notice of the claimed defect is given to Consultant within the applicable Warranty Period. Such equipment shall not be deemed to be defective if, due to exposure to any conditions in excess of those published in the applicable specification, it shall fail to operate in a normal manner. The warranty hereunder shall be void as to the particular piece of equipment if such equipment is altered or a repair is attempted or made by other than Consultant or other than with written authorization by SANDAG-ARJIS or pursuant to the terms of this Agreement by SANDAGARJIS.

b)

c)

D.

Consultant warrants that any software delivered hereunder, either embedded in equipment described herein or specifically designed for use in or with such equipment, will substantially provide the function(s) set forth in the applicable specifications. Consultant shall, at its option, without charge, revise or replace such nonconforming software, provided: 1. Notice of the claimed defect is given Consultant within the applicable Warranty Period. Software shall not be deemed to be defective if the software or the medium is exposed to any computer virus or to any conditions in excess of those published in the applicable specifications(s). Consultants obligations are conditioned upon the proper installation and operation of software and the host medium in accordance with Consultants written instructions. The warranty stated herein shall be void as to the software affected if such software (or its host medium) is altered (or alterations are attempted) by other than Consultant.

2.

3.

4.

E.

All equipment provided in any portion of this Project shall be new products. Any commercial off-the-shelf software shall be new and the latest appropriate release versions and shall have been obtained specifically for this Project.

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Consultant: consultant_name F.

Contract Number: 5002028 File Number: file_no

Consultant shall provide comprehensive and continuing warranty repair and restoration services on all aspects of the delivered equipment, including but not limited to hardware and software products during the Warranty Period. Any warranty from a subconsultant or supplier to Consultant, which exceeds this time period, shall be extended to SANDAG-ARJIS for the same period of time as given to Consultant. It is understood and agreed that time is of the essence with respect to all corrective work to be undertaken pursuant to the warranty herein contained, and Consultant shall promptly commence corrective work upon receipt of written notice from SANDAG-ARJIS. Consultant shall diligently pursue such corrective work to completion. Consultant is responsible for all warranty covered repair work. SANDAG-ARJIS shall provide Consultant with warranty claim and failure information on the nature and conditions of the failure in a format and in a level of detail recommended by Consultant and approved by SANDAG-ARJIS. SANDAG-ARJIS will provide Consultant said written notice with reasonable promptness but, in any event, not later than ten (10) days after observing the defect or failure. Unless otherwise directed in this notice, Consultant shall commence corrective work at the time specified by SANDAG-ARJIS, but in no event later than twenty-four (24) hours after notification of the defect or failure. However, the following scenarios require the response times set forth below: 1. Service Call Response Time: Consultant shall acknowledge receipt of the outage notification within two (2) hours for priority calls where entire or major system components are down (Priority Outages). Priority Outages shall be resolved within four (4) hours of SANDAG-ARJISs receipt of Consultants acknowledgement of receipt of outage. All other calls must be responded to within eight (8) business hours of SANDAG-ARJISs receipt of Consultants acknowledgement of receipt of outage. Repair or Replace Services: Consultant shall be required to provide one of the following: a) On-Site Repairs: Consultant shall provide or arrange for the full operational repair of said defective equipment at SANDAG-ARJISs location. Said repairs must not take longer than eight (8 hours). Said repairs must be to SANDAGARJISs satisfaction. If repairs cannot be completed within eight (8) hours, Consultant shall provide loaner equipment with equal or greater functionality and features. Said loaner equipment shall be provided until repairs have been completed to SANDAG-ARJIS satisfaction. b) Depot or Manufacturer Repair: Equipment must be picked up by Consultant within eight (8) hours of the service request. Repairs must be made and equipment returned, fully operational and to SANDAG-ARJISs satisfaction, within forty-eight (48) hours of the equipment pickup. Consultant shall provide loaner equipment with equal or greater functionality and features and that is approved by SANDAG-ARJIS. Said loaner equipment shall be provided until repairs have been completed to SANDAG-ARJISs satisfaction. If original equipment is not returned to SANDAG-ARJIS within ten (10) business

G.

H.

2.

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days, Consultant shall replace the original equipment with new equipment acceptable to SANDAG-ARJIS. Any replaced equipment shall carry the same warranty coverage as specified for the original equipment. c) Equipment Replacement: Consultant shall replace the defective equipment within eight (8) hours of the service call. Said replacement equipment shall be new and of equal or greater quality and functionality as original equipment. All replacement equipment must be acceptable to SANDAG-ARJIS. Any replaced equipment shall carry the same warranty coverage as specified for the original equipment. I. Consultant shall perform such tests that SANDAG-ARJIS may require to verify that any redesign, repairs, and replacements comply with the requirements of the Agreement documents. All costs associated with such redesign, repair, replacement, and testing, including removal, replacement, and reinstallation of equipment and materials necessary to gain access, shall be borne by Consultant. All transportation and shipping costs for defective and replacement parts under warranty shall be paid for by Consultant. To prevent delays and disruption to SANDAG-ARJISs operations, SANDAG-ARJIS shall have the right, when practical and feasible in its opinion, to the continued use of any such goods, equipment, systems, and work deemed defective or unsatisfactory until they can be taken out of service pursuant to the corrective work hereby undertaken by Consultant. During the Warranty Period(s), SANDAG-ARJIS is authorized by the Consultant to commence repair and/or replacement of defective hardware and software products delivered hereunder by the Consultant after the Consultant has been notified of the defect and the Consultant has advised SANDAG-ARJIS that it cannot respond within the response time frames stated hereunder or if Consultant fails to perform necessary redesign, repair, replacement, or testing within the time frames stated in this Section. All such resultant repair and/or replacement by SANDAG-ARJIS or other authorized representative shall be performed by qualified maintenance personnel in accordance with the Operation and Maintenance manuals furnished by the Consultant. Consultant will be responsible for reimbursement or replacement of any parts required for the repair. Consultant also shall reimburse SANDAG-ARJIS for all of its direct labor costs, as determined by multiplying the number of man-hours actually required to correct the defect by a per-hour, straight wage rate and an overhead rate of 1.75. Replacement parts and repairs provided pursuant to corrective work hereunder shall be subject to prior approval by SANDAG-ARJIS and shall be tendered and performed in the same manner and extent as items originally delivered. Consultant warrants such redesigned, repaired, or replaced work against defective design, materials, and workmanship for the remainder of the Warranty Period of the replaced part or a period of six (6) months from the date of acceptance of the new (or repaired) part, whichever occurs later.

J.

K.

L.

M.

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Consultant: consultant_name N.

Contract Number: 5002028 File Number: file_no

Once any single item provided by Consultant hereunder fails for a third time for the same fault at any point during the Warranty Period, the item shall be designated as Faulty Three Times. This item shall be replaced with a new unit by Consultant, and the replaced item shall never be returned to service in this or any future SANDAG-ARJIS project. Consultant shall warrant any such replacement item for the remainder of the original applicable Warranty Period or six (6) months from acceptance of the new item, whichever occurs later. The rights and remedies of SANDAG-ARJIS under this Section are not intended to be exclusive and shall not preclude the exercise of any other rights or remedies provided for in the Agreement or by law or otherwise. Consultant shall supply only products and equipment (including hardware and software) which are in current production by the manufacturer and for which the manufacturer has not issued any notice of intent to cease such production within the next twelve (12) months. It is Consultants responsibility to have the systems and devices remain functional for the duration of the Warranty Period, and SANDAG-ARJIS, therefore, requests that only those items be used for which there is a long-term availability projected. In the event that any equipment or software item is discontinued by its manufacturer, Consultant shall immediately develop and discuss with SANDAGARJIS an alternative warranty service response plan. Regardless of these circumstances, Consultant shall continue to supply warranty service for all components applicable warranty period with no adjustment in compensation. Orders for additional equipment or licenses may be executed at any time prior to termination of the Agreement. If SANDAG-ARJIS desires to procure additional equipment or licenses, the price for such orders shall be determined based upon the per-unit price specified for that item in Consultants proposal. As part of this option, SANDAG-ARJIS shall have the right to equipment from Consultant at a unit price to be provided by Consultant within sixty (60) days after execution of this Agreement. SANDAG-ARJIS shall not be required to purchase the entire software suite when exercising this option to purchase software. Consultant shall provide SANDAG-ARJIS copies of all applicable service, instructional, and manufacturers warranty materials for all equipment, software, or other deliverables under this Agreement. SANDAG-ARJIS shall be placed on Consultants regular mailing list to receive all announcements, including updates and upgrades to the software furnished for this Project. This includes both application software and system software, and software which Consultant develops for this Project. Updates are those enhancements to the software that Consultant generally makes available as part of the annual maintenance program. Upgrades are any new feature or major enhancement of the software that Consultant markets and licenses for additional fees separately from the updates. During the Warranty Period, any software updates or upgrades which become available and are applicable to the functionality of the supplied software on this Project shall be provided and installed within a mutually agreed upon time frame thereafter in SANDAG-ARJISs system. During the Warranty Period, solutions to problems with Consultant-supplied software hereunder, whether discovered and corrected on this Project or elsewhere, shall be documented and

O.

P.

Q.

R.

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supplied to SANDAG-ARJIS without additional charge. Consultant also shall provide announcements pertaining to Consultant-produced software for five (5) years after the Warranty Period concludes and shall include announcements pertaining to software produced by third-party suppliers during the Warranty Period. S. SANDAG-ARJIS may purchase additional warranty time from Consultant at its option. This option must be exercised no later than the termination date of this Agreement. If SANDAG-ARJIS exercises this option, Consultant may invoice SANDAG-ARJIS in the amount of $[insert amount].

V.

Patent Infringement A. Consultant shall defend all suits or claims for infringement of any patent rights and shall save and hold SANDAG-ARJIS and its agents and assigns harmless from loss on account thereof resulting from the use by SANDAG-ARJIS or any of its employees or agents of equipment supplied under this Agreement. This patent infringement provision shall not apply to any infringement or alleged infringement which is the result of or arises out of SANDAG-ARJIS, its employees or agents modifying or altering any part or component, alone or in combination with any other part or component, except as consented to by Consultant. The equipment sold hereunder may be accompanied by computer software copyrighted by a third-party or Consultant. As more fully set forth in Standard Services Agreement Exhibit E (Software Agreement and Software Escrow Agreement), Consultant shall cause SANDAG-ARJIS and its representatives, agents, and designees to be granted a perpetual, paid-up, royalty-free, nonexclusive license to reproduce, publish, or otherwise use, for SANDAG-ARJISs direct purposes, the software products, whether or not a copyright has been obtained. Irrespective of the number of equipments upon which the licensed software is used, SANDAG shall not pay any additional license fee in addition to the applicable total Agreement price.

B.

VI.

Training Consultant shall provide to an adequate number of persons, who shall be identified by SANDAG-ARJIS, training on the equipment, materials, software, hardware, or other types of goods supplied by Consultant under this Agreement. SANDAG-ARJIS will pay Consultant a set fee of $fee for a minimum of # of hours hours of training. SANDAG-ARJIS may request additional hours of training at a rate of $rate per hour. The set fee and hourly rates are inclusive of all travel costs, overhead, and other direct and indirect costs. Such training will take place at the following times and locations: location name(s).

VII.

Work on Premises of SANDAG or Others All or a portion of Consultants work is to be performed on SANDAG-ARJIS property or premises where SANDAG-ARJIS is conducting operations. Therefore, Consultant shall take all necessary precautions to prevent the occurrence of injury to persons or damage to property during the progress of such work and, except to the extent that any such injury or damage is due to SANDAG-ARJISs negligence, act, or omission, as the case may be, Consultant shall

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Consultant: consultant_name

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defend and indemnify SANDAG-ARJIS and its officers, employees, agents, and landlord against any and all loss, costs, liability, damage, or expense (including without limitation, attorneys fees and expenses) which may result in any way from any act or omission of Consultant, its employees, servants, agents, or subconsultants arising from work performed on such property. VIII. Grant Requirements SANDAG anticipates use of Urban Areas Security Initiative grant funding for this project. Once they are identified, Consultant will be required to comply all applicable pass-through grant obligations including those set forth at 44 CFR Part 13, Uniform Administrative Requirements for Grants and Cooperative Agreements to State and Local Governments. Consultants cost proposal shall be considered to be fully inclusive of any and all obligations imposed as a result of complying with such grant requirements. IX. Consultant Competency Consultant shall provide SANDAG-ARJIS with personnel who have the qualifications and experience to competently perform the Scope of Work of the Task Order(s) issued under this Agreement. SANDAG-ARJIS shall have the sole discretion to reject personnel who are deemed by SANDAG-ARJIS not to have the requisite qualifications or experience. Consultant shall be obligated to provide personnel to correct any incomplete, inaccurate, or defective work by Consultants personnel at no further cost to SANDAG-ARJIS, when such inaccuracies are due in whole or in part to the negligence of Consultant or its personnel, provided such work has not been accepted in writing by an authorized representative of SANDAG-ARJIS. X. Confidential Information and Sensitive Security Information A. Confidential Information shall mean trade secrets and other confidential or proprietary business, technical, personnel or financial information, in written, graphic, oral or other tangible or intangible forms, including but not limited to specifications, samples, records, law enforcement agency data, computer programs, source code, drawings, diagrams, models, customer names, studies, analysis, projections and reports, communications by or to attorneys (including attorney-client privileged communications), memos and other materials prepared by attorneys or under their direction (including attorney work products), and software systems and processes, including any SANDAG-ARJIS software. Any information that is not readily available to the public shall be considered to be a trade secret, confidential and proprietary, and/or privileged, even if it is not specifically marked as such, unless SANDAG-ARJIS advises otherwise in writing. Under no circumstances may Consultant or its personnel convey, disclose, or permit to be utilized, Confidential Information gained through its association with SANDAG-ARJIS for the benefit of any third-party. Consultant must also protect, and take measures to ensure that Consultant and its subconsultants at each tier protect, sensitive security information made available during the administration of Agreement. Such sensitive security information includes, but is not limited to, information obtained or developed in the conduct of security activities, including research and development, the disclosure of which would (1)

B.

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constitute an unwarranted invasion of privacy (including but not limited to information contained in any criminal justice, personnel, medical, or similar file; or (2) reveal trade secrets or privileged or confidential information obtained from any person; or (3) be detrimental to public safety. XI. Risk of Damage and Loss A. Consultant shall bear all risk of any and all damage or loss to the SANDAG-ARJIS network, including all materials, products, equipment, and property required for the implementation of the Project, including any SANDAG-ARJIS equipment located off site for repair or any other reason (with the exception of materials, equipment, or property located at SANDAG-ARJISs office or any other site the usage of which is controlled by SANDAG-ARJIS), except for damage and loss caused by the sole negligence or wrongdoing of SANDAG-ARJIS. In the case of damage or loss that SANDAG-ARJIS agrees was caused by the sole negligence of SANDAG-ARJIS, Consultant shall promptly replace the damaged or lost portions at Consultants cost after such cost is preapproved by SANDAG-ARJIS, and submit the amount(s) thus expended to SANDAG-ARJIS for reimbursement as a clearly identified, separate item on its next invoice to SANDAGARJIS. Except as otherwise provided in this Agreement, all loss or damage arising from any unforeseen obstruction or difficulties, whether natural or artificial, which may be encountered in the prosecution of the Statement of Work, or the furnishing of the products, supplies, materials or equipment, or from any action of the elements prior to the Final Acceptance of the Work or of the supplies, materials, or equipment, or from any act or omission not authorized by the Agreement on the part of the Consultant or any agent or person employed by it shall be the responsibility of and be borne solely by Consultant. Consultant and SANDAG-ARJIS agree to take all reasonable and appropriate actions to mitigate damages in all circumstances, including, with respect to Consultant, resequencing, reallocating, or redeploying Consultants resources.

B.

C.

XII.

Inspection of Work All work shall be subject to the inspection by SANDAG-ARJIS or its designated representative. SANDAG-ARJIS or its designated representative(s) shall inspect said work from time to time and as often as shall be deemed necessary, and shall have free access to any or all parts of the work at any time. The Consultant shall furnish reasonable facilities for obtaining such information as may be necessary to keep SANDAG-ARJIS or its designated representative fully informed at all times, respecting the progress and manner of the work and the character of the materials/products utilized. Inspection of the work shall not relieve the Consultant from any obligation to fulfill this contract. Unacceptable work shall be rectified by the Consultant at no additional cost and to the satisfaction of SANDAG-ARJIS, and unacceptable work and/or materials may be rejected, notwithstanding that such defective work and products may have been previously overlooked by SANDAG-ARJIS or its designated representative and accepted for payment.

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Consultant: consultant_name

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If the work or any part thereof shall be found unacceptable at any time before final acceptance of the entire work, the Consultant shall forthwith remedy, at no additional cost to SANDAG-ARJIS, such defect in a manner satisfactory to SANDAG-ARJIS. SANDAG-ARJIS shall have the authority to stop the work whenever the provisions of the contract document are not being complied with, and the Consultant shall instruct its employees and subconsultants accordingly. Final payment to the Consultant shall be withheld until all unacceptable work is corrected to the complete satisfaction of SANDAG-ARJIS, which shall not be unreasonably withheld. XIII. Final Acceptance and Payment Final acceptance and payment of the Work will occur only after successful completion by the Consultant of all payment milestones and after SANDAG-ARJISs receipt of all final documentation reflecting all changes and corrections, including those resulting from field performance testing and availability testing. The Consultant shall request final acceptance by SANDAG-ARJIS in writing, stipulating the following: 1. The work is completed to SANDAG-ARJISs complete satisfaction and in accordance with requirements set forth in the RFP and Agreement. Final acceptance and payment does not constitute a waiver by SANDAG-ARJIS of any rights with respect to the Consultants continuing obligations under the Agreement.

2.

Final acceptance of the Work will be confirmed by SANDAG-ARJIS in writing and by SANDAGARJISs final payment to the Consultant. XIV. Subconsultants Consultant hereby agrees to bind every subconsultant by the terms and conditions of this contract (including insurance requirements) as far as such terms and conditions are applicable to the subconsultant(s) work. If Consultant subcontracts any part of this contract, Consultant shall be fully responsible to SANDAG-ARJIS for acts and omissions of its subconsultant and of persons either directly or indirectly employed by Consultant. Nothing contained in these contract documents shall create any contractual relation or financial obligation between any subconsultant and SANDAG-ARJIS. Consultant shall not contract for or permit any subcontract work to be performed without prior written authorization of SANDAG-ARJIS. If in SANDAG-ARJISs reasonable judgment any subconsultant fails to perform the work in strict accordance with the Agreement, Consultant shall, after due notice from SANDAG-ARJIS, discharge the subconsultant, but this discharge shall in no way release Consultant from his obligations and responsibilities under the contract, including adjustment of price. Substitution of any proposed subconsultant will only be allowed after prior written permission is received from SANDAG-ARJIS. SANDAG-ARJIS reserves the right to reject any substituted subconsultant for reasonable cause. Consultant shall not allow any subconsultant

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Consultant: consultant_name

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to sublet or subcontract any portion of the work. The use of any subconsultant(s) does not relieve the Consultant from any or all responsibilities or obligations to SANDAG-ARJIS as they pertain to the Agreement. Substitution or addition of subconsultants shall be permitted only as authorized in writing by ARJISs project manager. XV. Personnel Background Checks All Consultant personnel whose duties or responsibilities result in access to criminal history information, crime case evidence, Police Department computer systems, crime, arrest and related law enforcement reports, personnel files, medical files, or any other information deemed confidential or sensitive by the Chief Officer of that agency must undergo, at Consultant expense, background checks. Consultant personnel whose duties or responsibilities include installing/servicing material or equipment in a long term (over three months) project within any law enforcement facility; installing servicing any equipment essential to security, and safety or any other installation/service project deemed confidential or sensitive by the Chief Officer of a law enforcement agency shall be required to undergo a background check. A standard background investigation may include the following: Pre-Interview Questionnaire, Personal History Statement, Detective Interview, Criminal History Check, Department of Motor Vehicles (DMV) Inquiry, Military Records Inquiry, Reference Letters (Personal and Employment), Financial Inquiry, Other Law Enforcement Agencies, Polygraph Exam, Department of Justice (DOJ) / Federal Bureau of Investigation (FBI) / Firearms and a Live-Scan. All information provided by Consultant personnel in the Personal History Statement, PreInterview Questionnaire, or any other information provided by the applicant or any other person during the course of the investigation will be considered private and confidential. At no time should any portion of the investigation be revealed to persons other than those authorized by law or policy. XVI. Public Agency Piggyback Clause Authorization is hereby granted by Consultant for other governmental agencies to utilize (i.e., piggyback), at the sole discretion of the other governmental agencies, this contract and the RFP from which it resulted, for the purchase of the products and services covered herein. To the extent that other governmental agencies may wish to utilize this contract and the RFP from which it resulted for the procurement of the products and services set forth herein, the Consultant agrees to make available to those other agencies the products, services, and prices specified in this contract and the RFP from which they resulted. The estimated expenditure value and quantities set forth in this contract and the RFP from which it resulted, however, do not reflect any usage for these agencies. Any procurement of products or services by other public agencies under this contract shall not diminish, limit, or impact SANDAG-ARJISs estimated expenditure value and quantities for the products and services specified herein, for Consultant shall provide such products and services to other agencies over and above the expenditure values and quantities estimated herein.

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Other public agencies may purchase the products and services specified in this contract, using the same terms, conditions, and pricing, if those agencies determine such to be in their best interest. Should other agencies elect to utilize this contract for the procurement of the products and services covered by this contract, SANDAG-ARJIS shall not be a direct or indirect party to that contract and assumes no responsibility or liability for any contractual and/or financial obligations of said other public agencies or any other liability whatsoever that may result from the use of said products or services. XVII. Consultant Using SANDAG Offices Consultant agrees that if its employees or employees of its subconsultants will work from SANDAG-ARJIS office space or have access to SANDAG-ARJIS servers, databases, or records storage areas, it will cause those employees to do the following prior to the employee having access to any of the foregoing: (a) complete a harassment and discrimination class no less often than every two (2) years that contains the training components set forth in California Government Code Section 12950.1 and acknowledge receipt of documentation from Consultant informing the employees that unlawful harassment and discrimination is prohibited when conducting business with SANDAG-ARJIS; (b) acknowledge receipt of documentation from Consultant informing the employee that drug and alcohol use and violence are prohibited during work hours, including when conducting business with SANDAG-ARJIS; (c) complete a training program regarding ethics and conflicts of interest that at a minimum informs the employee of his/her obligation to immediately report any potential or actual financial or organizational conflicts of interest with SANDAG-ARJIS to the SANDAGARJIS project manager; and (d) agree to and execute a form from SANDAG-ARJIS entitled Office Space User Agreement. Failure by Consultant, its subconsultants, or employees to comply with this Section of the Agreement shall be cause for termination of the Agreement for cause at SANDAG-ARJISs sole discretion.

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SANDAG OFFICE SPACE USER AGREEMENT

I, ____________________, (Consultants employee), am an employee of _____________ (Consultant). Consultant has been hired by SANDAG to provide services under SANDAG Contract No. __________ (contract). Consultant intends to have Consultants employee work from SANDAGs office space during portions of the contract term. In order to ensure that the staff and interests of SANDAG are protected, Consultants employee is required to agree to the following terms: A. Consultants employee is not a SANDAG employee or agent and understands that he/she cannot act as a SANDAG representative or enter into any agreement or contract on behalf of SANDAG. Consultants employee is not eligible for any SANDAG benefits. Consultants employee may contribute to the SANDAG coffee fund if he/she chooses to use SANDAG break room supplies. Consultants employee will maintain confidentiality and not disclose confidential information that he/she may have access to while working under the Contract. Consultants employee may have access to databases and records storage areas that contain confidential information from law enforcement, records that could be used in an investigation or litigation, records containing bank and credit card account numbers, records specifically marked trade secret or confidential, or personnel or identity information. Consultants employee agrees that he/she is forbidden from accessing any confidential databases or records storage areas without specific authorization from a SANDAG manager. Consultants employee may not disclose any confidential or sensitive information to Consultant or any other entity or person who is not a SANDAG employee without first approval from the SANDAG project manager. Consultants employee agrees that if at any point during the term of the contract he/she is working for an entity that is in litigation with or has an adversarial position to SANDAG, he/she must immediately notify the SANDAG Office of General Counsel. Consultants employee will provide SANDAG with his/her home address and phone number in order to enable SANDAG to contact him/her in the event of an emergency such as a fire or security breach. Consultants employee may purchase a parking card if he/she chooses to park in the SANDAG office building. SANDAG will not validate parking for Consultants employee or his/her guests. Consultants employee may receive an ACCESS card and door security codes to the offices of SANDAG to be used only for the purposes of fulfilling his/her SANDAG-related business purposes on SANDAG premises. Consultants employee has a duty to ensure that nonauthorized persons do not gain access through use by Consultants employee of his/her access privileges. Consultants employees access to SANDAG premises or other premises he/she may need to access to perform work under the contract is limited to the areas where he/she has official business and the common areas, such as break rooms.

B.

C.

D.

E.

F.

G.

H.

I.

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J.

Consultants employee will comply with SANDAG policies forbidding unlawful harassment and discrimination and acknowledges receiving training on harassment and discrimination prevention from Consultant. Consultants employee will comply with SANDAG policy prohibiting workplace violence. Consultants employee will comply with the SANDAG policy prohibiting use of drugs or alcohol while performing work under the contract. Consultants employee will report and seek to avoid any possible conflict of interest that may be presented by access to information because of his/her use of SANDAG office space. Consultants employee acknowledges that he/she has received training from Consultant regarding ethical business practices and avoidance of financial or organization conflicts of interest in accordance with the terms of the contract. Consultants employee agrees that access to and use of SANDAG computer systems and other data may be restricted and will be monitored by SANDAG. Consultants employee agrees to such monitoring. Consultants employee will not use any SANDAG stationary, business cards, e-mail address signatures, or any other practice or methodology that may mislead the public into believing Consultants employee has an employment relationship with SANDAG or has authority to act on behalf of SANDAG.

K. L.

M.

N.

O.

By signing below I agree to all of the terms set forth in this agreement, which is effective this:

day of

20

Consultants Employee

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STANDARD SERVICES AGREEMENT EXHIBIT E SOFTWARE AGREEMENT AND SOFTWARE ESCROW AGREEMENT

E1-1

General

This section describes the definition of all software provided under the Standard Services Agreement Number 5002028 and all exhibits and attachments thereto (the Agreement or the Contract) and SANDAG-ARJISs rights to such software. It also details the Consultants obligations under the Agreement and the terms and conditions of the Software Escrow. E1-2 Software Definitions

With respect to software provided under the Agreement, the following terminology shall be used to define the various delivered software: E1-2.1 Third-Party Intellectual Property Third-Party Intellectual Property shall be all software and hardware that is commercial-off-the-shelf (COTS) and shall include all documentation provided by the supplier, along with all appropriate licenses. E1-2.2 Proprietary Software Proprietary Software shall be the Consultants Standard Software Package that is normally delivered to clients and shall include all documentation, along with all appropriate licenses. It is understood that in order to meet the requirements for this project, modifications to the Consultants Standard Software Package may be necessary. E1-2.3 SANDAG-ARJIS System Software SANDAG-ARJIS System Software shall be all software specifically developed and created under the Agreement to provide the functionality required to meet SANDAG-ARJIS operational requirements that is not part of the Consultants Standard Software Package. E1-2.4 Freeware Freeware shall be all software that is readily available on the Internet at no cost that is required by this project for various standards functions. It is possible that the Consultant may have modified the freeware to meet SANDAG-ARJIS requirements, but regardless of these modifications by the Consultant, such software will be defined as freeware.

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Consultant: consultant_name E1-3 Software Provisions

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E1-3.1 Third-Party Intellectual Property All Licenses, Warranties, and Maintenance Agreements for Third-Party Intellectual Property shall be in the name of SANDAG-ARJIS. Upon final acceptance, all related Third-Party Intellectual Property rights shall be transferred to SANDAG-ARJIS. E1-3.2 Proprietary Software SANDAG-ARJIS shall have a perpetual license to use the Proprietary Software provided under the Agreement and as modified thereof to meet the particular requirements of the Contract. The Consultant shall deposit all Source Code documentation and other relevant software for the Proprietary Software with the Escrow Agent as described herein. The relevant software shall include but is not limited to updates to the Proprietary Software. E1-3.3 SANDAG-ARJIS System Software All software defined as SANDAG-ARJIS System Software (including source and object code) and associated software manuals and documentation developed under the Agreement shall be deemed to be provided as a work for hire, and title to and exclusive ownership of all such items shall be by SANDAG-ARJIS. SANDAG-ARJIS shall own all property rights, including intellectual property rights, in SANDAG-ARJIS System Software and all associated documentation developed under the Contract. SANDAG-ARJIS shall grant, for a fee, a license to the Consultant to use SANDAG-ARJIS System Software that is owned by SANDAG-ARJIS. The Consultant agrees that it shall execute any and all documentation necessary to confirm ownership of such items by SANDAG-ARJIS. The Consultant shall deliver all source code related to SANDAG-ARJIS System Software to SANDAG-ARJIS as set forth herein. E1-3.4 Freeware All freeware shall be provided to SANDAG-ARJIS, and there shall be no terms and conditions on the part of either SANDAG-ARJIS or the Consultant with respect to software that qualifies as freeware. E1-3.5 Documentation All drawings, technical manuals, other technical data, and other material created pursuant to the Agreement either by the Consultant or its subconsultants that is eligible for copyright shall be deemed to be a work for hire, and the title to and exclusive ownership of all such items shall be in SANDAG-ARJIS. Consultant shall have the right to make a copy of the deliverables solely for the purpose of record keeping. Consultant may not sell, reuse, or distribute deliverables prepared under this Agreement in any form without SANDAG-ARJISs express written permission.

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E1-4

Joint Work

Neither party intends any SANDAG-ARJIS System Software or Copyrightable Material created pursuant to this Contract, together with any other copyrightable material with which it may be combined or used, to be a joint work under the copyright laws. E1-5 Software Escrow Agreement

The Consultant shall enter into a Software Escrow Agreement with a Software Escrow company (Escrow Agent) for the purpose of depositing the Software at specific periods of the Agreement as will be detailed in the Software Escrow Agreement and described herein. SANDAG-ARJIS shall be a party to this Agreement as the Preferred Beneficiary. The Consultant is responsible for all fees and expenses incurred by the Escrow Agent under the Escrow Agreement. E1-5.1 Need for Software Escrow Agreement The Consultant shall enter into the Software Escrow Agreement to fulfill the needs of Consultant and SANDAG-ARJIS listed below: The Consultant will be providing Proprietary Software under this Agreement which will be licensed to SANDAG-ARJIS. SANDAG-ARJIS shall have access to the Proprietary Software Source Code. The Escrow Agent will accept, retain, administer, and control access of the Proprietary Software until its release. Software Escrow Terms

E1-5.2

This section describes the responsibilities of the Consultant, the Escrow Agent, and SANDAG-ARJIS as they pertain to the deposit of the Software. E1-5.2.1. Software Escrow Timeline The Consultant is required to make Software Escrow Deposits under the conditions identified below. Within ten (10) days following the Notice to Proceed for the Agreement, the Consultant shall deposit with the Escrow Agent the then-current version of the Proprietary Software demonstrated to be working. If any modification is made to the Proprietary Software to comply with the Agreement requirements, the Consultant shall deposit with the Escrow Agent the updated and tested version of the Proprietary Software either (i) in accordance with the schedule set forth herein or (ii) within ten (10) days of a written request from SANDAG-ARJIS to make such deposit.

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Consultant: consultant_name

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E1-5.2.2. Software Escrow Requirements E1.5.2.2.1. Software Escrow Deposit Media Media utilized for the Escrow Deposit shall be standard media that is clearly labeled. All media deposited with the Escrow Agent shall be identified and its contents described, and the Consultant shall acknowledge the submitted media list and transmit a copy of such acknowledgement to the Escrow Agent and SANDAG-ARJIS. E1.5.2.2.2. Deposit Verification When the Escrow Agent receives the Escrow Deposit media and the Consultant acknowledged list, the Escrow Agent will verify the labeled media to the list. Upon receipt of the Escrow Deposit, the Escrow Agent shall send a deposit verification to the ARJIS project manager in charge of this project. In addition to the deposit verification, SANDAG-ARJIS may elect to cause an inspection of the Proprietary Software as set forth herein. E1.5.2.2.3. Acceptance of Deposit Upon completion of the verification process, the Escrow Agent will certify the deposit, and copies of this certification will be sent to the Consultant and SANDAG-ARJIS. If any discrepancies are identified, they will be noted, and the Consultant will be required to rectify the error. E1.5.2.2.4. Consultants Guarantee SANDAG-ARJIS is relying on the Consultants Good Faith to ensure that: The Consultant is in possession of the Proprietary Software that is being deposited. The Proprietary Software deposited with the Escrow Agent is accurate, complete, and operational, and all tools required to use the Proprietary Software are included in the deposit. The Proprietary Software is not subject to any lien or other encumbrance, and the Proprietary Software is legally owned by the Consultant.

E1.5.2.2.5. Inspection SANDAG-ARJIS shall have the right to inspect the Software Escrow at any time, either at the Consultants offices or at the Escrow Agents offices. This inspection determines, in different levels of detail, the accuracy, completeness, sufficiency, and quality of the Proprietary Software deposited with Escrow Agent.

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Consultant: consultant_name

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E1.5.2.2.6. Deposit Updates At no charge to SANDAG-ARJIS, the Consultant shall make a deposit of the Proprietary Software in accordance with the Agreement within twenty (20) days of conditional approval of the following Milestones: Factory Acceptance Test. Acceptance of the First Segment. Acceptance of Each Subsequent Segment. Project Acceptance Test. Project Acceptance.

E1.5.2.2.7. Additional Updates SANDAG-ARJIS shall have the right to require the Consultant to make escrow deposits of the Proprietary Software at any time at SANDAG-ARJIS expense on a time-and-materials basis. The Consultant shall make any such requested Proprietary Software deposit within twenty (20) days of SANDAG-ARJISs request. The Consultant will deposit in escrow the latest tested version of the Proprietary Software at the time of the deposit. E1.5.2.2.8. Removal of Escrow Deposit Any activity on the escrow deposit requires authorized instructions of SANDAG-ARJIS and the Consultant, or as otherwise provided in the Agreement. E1.5.2.2.9. Escrow Deposit Administration During the administration of the escrow deposit, the Agent will abide by the terms and conditions detailed below. E1.5.2.2.10. Confidentiality

The Escrow Agent has the responsibility to protect the Proprietary Software and prevent any damage to the media. The Escrow Agent shall have the obligation to protect the confidentiality of the Proprietary Software. The Escrow Agent shall not take any action on the escrow deposit except per the conditions described in this document. If the Escrow Agent is required to disclose the contents of the escrow deposit for legal reasons, then the Escrow Agent will immediately notify SANDAG-ARJIS and the Consultant unless prohibited by law. E1.5.2.2.11. Status Reports

The Escrow Agent shall submit status reports to SANDAG-ARJIS and the Consultant every six (6) months or upon request, detailing the history of the deposits.

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Consultant: consultant_name E1.5.2.2.12. Agent Audit

Contract Number: 5002028 File Number: file_no

During the term of the Software Escrow Agreement, the Consultant and SANDAG-ARJIS shall each have the right to inspect the written records of the Escrow Agent pertaining to the Escrow Software Agreement with reasonable notice. Each party shall notify the other if such an audit is scheduled. E1.5.2.2.13. Release of Deposit The section below details the terms and conditions that will result in the release of the Proprietary Software to SANDAG-ARJIS. E1.5.2.2.14. Release Event

A Release Event shall mean the following: 1. If the Consultant ceases its business operations or becomes subject to any bankruptcy (other than a bankruptcy under Chapter 11 of the United States Code or any successor statute [hereinafter, Chapter 11]), reorganization, liquidation, or insolvency proceeding, whether voluntary or involuntary, or makes an assignment for the benefit of creditors, or files any debtor proceeding, or for the appointment of a receiver or trustee of all or any portion of Consultants property; or 2. If Consultant becomes subject to any bankruptcy proceedings under Chapter 11, whether voluntary or involuntary, and Consultant is in breach of its obligations under the Agreement, and SANDAG-ARJIS sends a notice of termination to Consultant for such breach, whether or not any court allows such termination; or 3. If any of the Consultants Contracts with SANDAG-ARJIS are terminated for default; or 4. If the Proprietary Software fails to operate according to the documentation delivered as part of the Agreement, and the Consultant does not correct the error or defect within thirty (30) days of receipt of written notification from SANDAG-ARJIS stating the nature and type of defect error to be repaired; or 5. Upon the expiration of the Initial Term of the Maintenance Contract, if the Maintenance Agreement is not extended; or 6. Five (5) years after the Acceptance of the products and services provided by Consultant. E1.5.2.2.15. Filing for Release

The Consultant and SANDAG-ARJIS shall mutually agree that a Release Event has occurred, and an authorization signed by both parties shall be sent to the Escrow Agent. Upon the receipt of this authorization, if the Escrow Agent has been paid for all services provided, the Escrow Agent will release all escrowed software and pertinent documentation to SANDAG-ARJIS. E1.5.2.2.16. Right to Use Following Release

SANDAG-ARJIS shall be obligated to maintain the confidentiality of the released deposited materials in accordance with the License Agreements. Unless otherwise provided in the License Agreement, upon release of the Proprietary Software, SANDAG-ARJIS shall have the right to use
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and modify the Proprietary Software Source Code for the sole purpose of continuing the benefits afforded to SANDAG-ARJIS. E1.5.2.2.17. Term and Termination

SANDAG-ARJIS and Consultant shall enter into a Software Escrow Agreement with the Escrow Agent, with the terms described below. E1.5.2.2.18. Term of Agreement

The initial term of the Escrow Agreement shall be for a period of one (1) year. Thereafter, the Agreement shall automatically renew from year-to-year unless: 1. The Consultant and SANDAG-ARJIS jointly instruct the Escrow Agent in writing that the Escrow Agreement is terminated; or 2. The Escrow Agent instructs the Consultant and SANDAG-ARJIS in writing that the Escrow Agreement is terminated for nonpayment in accordance with the terms of this Agreement; or 3. By resignation of the Escrow Agent as set forth herein. Notwithstanding any other provisions contained herein, the Escrow Agreement shall automatically terminate if SANDAG-ARJIS determines that the useful life of the Proprietary Software is concluded and that the need for the Proprietary Software no longer exists, as evidenced by written notice from the Consultant as if the Escrow Agreement period had naturally expired. E1.5.2.2.19. Termination for Nonpayment

In the event the Consultant is delinquent in paying the Escrow Agent, the Escrow Agent shall provide written notice of delinquency to all parties to the Escrow Agreement. Any party to the Escrow Agreement shall have the right to make the payment to the Escrow Agent to cure the default. If the past due payment is not received in full by the Escrow Agent within one (1) month of the date of such notice, then the Escrow Agent shall have the right to terminate the Escrow Agreement at any time thereafter by sending written notice of termination to all parties. E1.5.2.2.20. Termination by Resignation

The Escrow Agent has the right to terminate the Escrow Agreement, for any reason, by providing all parties with sixty (60) days written notice of its intent to terminate the Escrow Agreement. Within the sixty (60)-day period, the Escrow Agent shall receive written authorization from the Consultant and SANDAG-ARJIS with instructions to forward the Proprietary Software to another escrow company and/or agent or other designated recipient. Upon the receipt of the termination notice from the first Escrow Agent, the Consultant shall, within sixty (60) days or a sufficient time frame to ensure continuity, enter into an Escrow Agreement with a new Escrow Agent with a similar Escrow Agreement as the first Escrow Agent. In the event such instructions are not received within the time frame for termination, then the Escrow Agent shall deliver the Proprietary Software and all related materials to SANDAG-ARJIS.

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Consultant: consultant_name E1.5.2.2.21. Survival of Terms Following Termination

Contract Number: 5002028 File Number: file_no

Upon termination of the Escrow Agreement, the following provisions of the Escrow Agreement shall survive: 1. Consultants Representations; 2. The obligations of confidentiality with respect to the Proprietary Software; 3. The rights granted in the sections entitled Right to Transfer Upon Release and Right to Use Following Release, if a release of the Proprietary Software has occurred prior to termination; 4. The obligation to pay the Escrow Agent any fees and expenses due; and 5. Any provisions in the Escrow Agreement which specifically state they survive the termination of the Escrow Agreement. E1.5.2.2.22. Responsible Party

Except for the Escrow Agents inspection charges made at the request of SANDAG-ARJIS, Consultant is responsible for all fees and expenses incurred by the Escrow Agent under the Escrow Agreement. E1.5.2.2.23. E1.5.2.2.24. Liability and Disputes Right to Rely on Instructions

The Escrow Agent may execute instructions based on authorization reasonably believed to be genuine. The Escrow Agent is not responsible for authenticating the validity of the document if it bears the signatures of the parties named in the Escrow Agreement. E1.5.2.2.25. Indemnification

The Consultant and SANDAG-ARJIS shall agree to indemnify, defend, and hold harmless the Escrow Agent from any and all claims, actions, damages, reasonable arbitration fees and expenses, reasonable costs, reasonable attorneys fees and other liabilities (Liabilities) incurred by the Escrow Agent relating to the execution of the Escrow Agreement unless such Liabilities were caused solely by the negligence or willful misconduct of the Escrow Agent. E1.5.2.2.26. Controlling Law

The Escrow Agreement is to be governed and construed in accordance with the laws of the State of California, without regard to its conflict of law provisions. E1-6 SANDAG-ARJIS System Software

The Source Code for SANDAG-ARJIS System Software and the utilities required to compile the software (or a listing thereof) shall be given to SANDAG-ARJIS upon the conditional approval of: 1. Factory Acceptance Test (FAT). 2. Operational Test of the First Segment (Stage 1). 3. Project Acceptance Test. 4. Project Acceptance. This submission shall also include all freeware required by this project.

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STANDARD SERVICES AGREEMENT EXHIBIT F CONTRACTOR COLLABORATION REQUIREMENTS

This RFP Attachment describes the collaboration environment required by ARJIS of the Consultant(s) that will implement the four components acquired as a result of this RFP. Collaborative Development Environment ARJIS Enterprise is made up of several components that are being developed, installed and integrated by multiple providers. The implementation of these components must occur in a collaborative development environment. Common to open source development efforts, this project will require providers to have the interest of the end goal of successfully implementing all aspects of the four components for ARJIS. This will require all participating Consultants to share configurations, settings, practices, and techniques. As problems arise, all participating Consultants will be challenged to resolve them as a group, quickly and effectively. SANDAG-ARJIS will structure an implementation plan to support the collaborative philosophy and will manage the effort to achieve collaboration. The contracted Consultants shall be required to review the Agile software development methodology2 and approach this project with the expectation of a collaborative environment. This will include an open repository of information on the solutions, clearly defined plans, and agreedupon configurations and connections. Consultants shall comply with this approach in their methodology or implementation discussions. Leadership The ARJIS project leadership will be provided by an ARJIS project manager, supported by a technical adviser, and potentially a third-party IV&V service as needed. The ARJIS project manager will work directly with Consultant project managers and the Executive Director of ARJIS. These individuals will provide a project oversight body that will be charged with ensuring that collaboration is achieved throughout the project. ARJIS requires that all contracted Consultants work in a collaborative and supportive manner throughout the project to ensure the successful implementation and full functionality of the integrated solution. Dispute Resolution The ARJIS Project Management will be made aware of any informal or formal dispute by any person aware of the dispute. The ARJIS project manager will log the dispute as an issue and will seek to resolve the dispute with the parties involved. If the dispute is not resolved at that level, the ARJIS project manager will bring the issue forward to the project committee (as described above) for discussion and resolution.

ARJIS will loosely follow the tenets of Agile interaction and development.

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If the dispute is not resolved at that level, the ARJIS project manager will bring the issue forward to the Executive Director of ARJIS for discussion and resolution. The Executive Director of ARJIS may include representatives from SANDAG-ARJISs Office of General Counsel, SANDAG-ARJIS Procurement and Contracts Department, or other oversight organizations, agencies or individuals as SANDAG-ARJIS may deem necessary to assist in resolving the issue. In the event of any impasse in the resolution of any dispute, SANDAG-ARJIS reserves the right, at its sole discretion, to make any final resolution decision it deems is in its and/or the projects best interest. The resolution process outlined above will be included in the contractual terms, and final resolution will be binding within the limits of the contract.

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