RFP #12-021 REQUEST FOR PROPOSALS Consulting Services for PeopleSoft Human Capital Management (HCM 9.

1) System

PROPOSALS DUE NOT LATER THAN: 2:00 PM ON MONDAY, MAY 14, 2012
REQUEST FOR PROPOSALS SCHEDULE RFP Released Questions submitted by Responses to Questions Proposals due to City Notified of Selection Friday, April 20, 2012 Tuesday, May 1, 2012, 5:00 PM Friday, May 4, 2012 Monday, May 14, 2012, 2:00 PM Friday, May 25, 2012

Submit Proposals to: City of Fremont Purchasing Services 3300 Capitol Avenue, Bldg. B Fremont, CA 94538
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CITY OF FREMONT REQUEST FOR PROPOSALS Consulting Services for PeopleSoft HCM 9.1 System

REQUEST FOR PROPOSALS Consulting Services for PeopleSoft Human Capital Management (HCM 9.1) System
A. The CITY OF FREMONT (hereinafter "City") hereby requests proposals for consulting services for the design, development, and implementation of functions and features in the PeopleSoft Human Capital Management (HCM 9.1) system (hereinafter Project), and will receive proposals in the office of the Citys Purchasing Division of the Finance Department, at 3300 Capitol Avenue, Fremont, CA 94538, up to the hour of 2:00 PM Pacific Standard Time, on the 14th day of May, 2012. B. SCOPE OF SERVICES. The City has prepared an outline of services (which includes a description of the Citys Project Initiatives) which is attached as Exhibit 1 to the Request For Proposals (RFP), and generally includes: consulting services for the design and development of functional requirements and implementation of functions and features in the PeopleSoft HCM 9.1 system for four Project Initiatives: Employee SelfService Time Entry, Benefits Enrollment and Internet OnBoarding/Enrollment Pages, NeoGov Integration, and Technical Staff Augmentation. C. REQUESTS FOR CLARIFICATION OF THE RFP. The sole point of contact for information pertaining to this Project is www.bidsync.com. Communication with City staff about the scope of services or anything else related to this RFP is forbidden. Unless specifically authorized by the Purchasing Manager, no other City of Fremont official or employee is authorized to provide information related to this Project or RFP. Contact with other City officials or employees without the express permission of the Purchasing Manager could result in disqualification from further consideration in this RFP process. If any proposer has any question regarding the meaning of any part of this RFP, or finds discrepancies in or omissions from this RFP, the proposer shall submit questions or requests for clarifications to www.bidsync.com by 5:00 p.m. on Tuesday, May 1, 2012. All responses to questions will be posted to BidSync on or before Friday, May 4, 2012. D. SUBMITTAL OF PROPOSALS. The instructions for the submittal of proposals are set forth throughout this RFP. Generally, each proposal shall be submitted with a cover letter and four exhibits, including: (A) Scope of Services, (B) Billing Rates, (C) Statement of Qualifications, and (D) Terms of Service Agreement. An original copy clearly marked MASTER COPY and

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three (3) envelope #12-021 SYSTEM

printed copies of the proposal shall be submitted in a sealed clearly marked on the outside: SEALED PROPOSAL FOR RFP CONSULTING SERVICES FOR PEOPLESOFT HCM 9.1 DO NOT OPEN WITH REGULAR MAIL.

E. CITYS REVIEW OF PROPOSALS. All responsive proposals shall be reviewed and evaluated by the City in order to determine which proposer best meets the Citys needs for this Project. The criteria by which the City shall evaluate proposals are set forth in this RFP. The City reserves the right to reject any and all proposals or waive any irregularities in any proposal or the proposal process. The City reserves the right to negotiate the terms of the Agreement for this Project with one or more proposers. F. AWARD OF AGREEMENT. The City currently anticipates awarding an agreement for this Project by approximately Friday, May 25, 2012. No proposal or agreement for this Project shall be binding upon the City until the Agreement is signed by the Consultant and the City.

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G. COLLUSION (Submit signed form with proposal) This is to certify that the undersigned bidder has neither directly nor indirectly entered into an agreement, participated in any collusion, or otherwise taken any action in restraint of free competitive bidding in connection with this proposal submitted this date to the City of Fremont. All terms and conditions of this Request for Proposals have been thoroughly examined and are understood. NAME OF BIDDER: AUTHORIZED REPRESENTATIVE: Signature Title ADDRESS:

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INSTRUCTIONS TO PROPOSERS RFP SCHEDULE Questions submitted by Responses to Questions Proposals due to City Notified of Selection Tuesday, May 1, 2012, 5:00 PM Friday, May 4, 2012 Monday, May 14, 2012, 2:00 PM Friday, May 25, 2012

1. TIME AND PLACE OF DELIVERY OF PROPOSALS. It is the Proposer's responsibility alone to ensure that the proposal is received by the Citys Purchasing Division of the Finance Department at the time and place identified on the cover of this Request For Proposals (RFP). 2. FORMAT OF ENVELOPE FOR PROPOSAL. The Proposer shall submit an original clearly marked MASTER COPY and three (3) printed copies of the proposal in a sealed envelope clearly marked on the outside: SEALED PROPOSAL FOR RFP #12-021 - CONSULTING SERVICES FOR PEOPLESOFT HCM 9.1 SYSTEM DO NOT OPEN WITH REGULAR MAIL". 3. FORMAT AND QUALITY OF PROPOSALS. All proposals shall be prepared in a clear and concise manner. Unnecessarily elaborate or glossy proposals are neither expected nor desired. The emphasis of the proposal should be on responding to the requirements set forth in this RFP. 4. PROPOSERS SIGNATURE. An authorized representative of the Proposer shall sign the proposal on a cover letter which: (1) identifies this Project by name and number; and (2) identifies the full legal name of the Proposer, along with the name of contact person, address, phone number, fax number, and e-mail address; and (3) indicates Proposers willingness to comply with the procedures identified in this RFP, including an incorporation by reference of the four exhibits identified below. 5. CONTENTS OF PROPOSAL. The Proposer shall include in its proposal, at a minimum, the information outlined in this Section 5 in a manner which demonstrates the Proposer's competence and qualifications for the satisfactory performance of the services identified in this RFP. The Proposer shall attach four separate exhibits to the cover letter proposal, including: (A) Scope of Services, (B) Billing Rates, (C) Statement of Qualifications, and (D) Terms of Service Agreement. Appendix A-1 contains a Proposer Checklist along with Proposer Response Pages.

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5(A). Scope of Services. The City has set forth on RFP Exhibit 1, attached hereto and incorporated herein by reference, an outline of services which the City anticipates the successful proposer to perform. The outline of services set forth on RFP Exhibit 1 is presented for the primary purpose of allowing the City to compare proposals. The precise scope of services to be incorporated into the Service Agreement will be based upon RFP Exhibit 1 as well as Proposal Exhibit A to be prepared by Proposer as a part of the proposal (described below), and may be the subject of negotiations between the City and the successful proposer. 5(A)(1). Based upon the Citys outline of services set forth on RFP Exhibit 1, the Proposer shall prepare a complete description of the scope of services (to be labeled: Proposal Exhibit A) which the Proposer intends to perform in order to achieve the Project Initiatives. The Proposer may identify services in Proposal Exhibit A which differ from the outline of services in RFP Exhibit 1 if the Proposer believes the changes will assist the City in more efficiently and effectively achieving the Citys stated Project Initiatives. 5(A)(2). The Proposers scope of services shall include, at a minimum, a description of the major components of services (or phases of service), a description of work product (or deliverables) to be provided by Proposer to the City, and the expected timeline of completion for each component. 5(A)(3). Proposer may submit a proposal for services to complete selected Project Initiatives or for services to complete all of the four Project Initiatives. 5(B). Billing Rates. The Proposer shall prepare a schedule of billing rates (to be labeled: Proposal Exhibit B) which identifies: 5(B)(1). A proposed rate for technical or other resources and method of payment for all services to complete the selected Project Initiatives or for services to complete all of the Project Initiatives to be performed by the Proposer, including hourly rates, and a description of any reimbursable charges. 5(B)(2). A total proposed Not to Exceed cost for the performance of all services described in the scope of services, Proposal Exhibit A. 5(B)(3). An estimated cost breakdown for each major component of service, with a cross-reference to each component of service identified in

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Proposal Exhibit A. 5(B)(4). Appendix A-1, Form 2, contains the Pricing Pages for the Billing Rates for the Proposer to include in its Proposal Exhibit B. 5(C). Statement of Qualifications. The Proposer shall prepare a statement of qualifications (to be labeled: Proposal Exhibit C) which identifies: 5(C)(1). The size, stability, and capacity of Proposers organization, including, at a minimum, an identification of Proposers: (1) total number of years in operation, (2) total current number of employees, (3) number of office locations (including the location of each office), and (4) number of employees in the office location which is intended to provide the services described in Exhibit A. Appendix A-1, Form 3, contains the Proposer Background Information pages for the Proposer to include in its Proposal Exhibit C. 5(C)(2). The Proposers experience performing services for projects of a similar size, scope, and complexity as the services required by this RFP, including an identification of: (1) the number of years Proposer has been performing similar services; and (2) the most recent projects for which the Proposer has performed similar services. The list of recent projects shall include the name, contact person, address, and phone number of each party for whom the service was provided, as well as a description of the service performed, the dollar amount of the contract, and the date of performance. Appendix A-1, Form 3, contains the format for the references and client list for the Proposer to include in its Proposal Exhibit C. 5(C)(3). A list of the Proposer's principals, employees, agents, and subconsultants which the Proposer intends to assign to this Project. This list shall include a summary of the qualifications (including education, training, certifications, licenses, and experience) and resume of each individual; the approximate number of hours each will devote to the Project; and the type of work to be performed by each individual. The City will retain under its agreement with the successful Proposer the right of approval of all persons performing under the agreement. 5(D). Terms of Proposed Service Agreement. The Proposer shall prepare a document identifying the terms of the proposed Service Agreement between the City and Proposer (to be labeled: Proposal Exhibit D), including: 5(D)(1). Specifically identify any portions of the City's standard form

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Service Agreement (attached to this RFP) which the Proposer desires to amend (either by addition, deletion, or modification). 5(D)(2). Disclose any past, ongoing, or potential conflicts of interest which the Consultant may have as a result of performing the work for this Project. 5(D)(3). Identify Proposers ability to comply with the Citys insurance requirements. A copy of an insurance certificate or a letter of intent to provide insurance from the issuing company (including a description of types of coverage and dollar amount limits) may be favorably considered. 6. CITYS REVIEW OF PROPOSALS. After the proposals are received and opened by the City, the City shall review and evaluate all proposals for responsiveness to the Request For Proposals in order to determine whether the Proposer possesses the qualifications necessary for the satisfactory performance of the services required. The City may also investigate qualifications of all Proposers to whom the award is contemplated, and the City may request clarifications of proposals directly from one or more Proposers. In reviewing the proposals, the City may consider the following: 6(A). The qualifications (including education, training, certifications, licenses, experience, and past performance) of the Proposer and its agents, employees, and sub-consultants in completing projects of a similar type, size, and complexity. The City may consider Proposer's timely and accurate completion of similar projects within budget. 6(B). The feasibility of the proposal based upon the methodology of the proposed scope of services, and the reasonableness of the schedule of billing rates. 6(C). Proposers understanding of the work to be completed based upon the clarity of the proposal and responsiveness to this RFP. 6(D). Proposers proposed language for the Service Agreement. The proposal with the lowest price will not necessarily be selected; however, price is a component of the evaluation. The City will select the proposal that is most advantageous to the City and will award the agreement to the most responsible Proposer. 7. AWARD OF AGREEMENT. Upon completion of the review period, the City shall notify those Proposers who will be considered for further evaluation

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and negotiation. All Proposers so notified may be requested to make presentations and shall negotiate in good faith in accordance with direction from the City. Any delay caused by Proposer's failure to respond to direction from the City may lead to a rejection of the Proposal. 7(A). If the City determines, after further evaluation and negotiation, to award the Agreement for all of, or some of, the Project Initiatives described in Exhibit 1, Scope of Services, a Service Agreement shall be sent to the successful Proposer for the Proposer's signature. No proposal shall be binding upon the City until after the Agreement is signed by duly authorized representatives of both the successful Proposer and the City. 7(B). The City reserves the right to award an agreement to multiple proposers for services to complete selected Project Initiatives. 7(C). The City reserves the right to reject any or all proposals, and to waive any irregularity. The award of the Agreement, if made by the City, will be based upon a total review and analysis of each proposal and projected costs. 8. PROPOSALS ARE PUBLIC RECORDS. Each proposer is hereby informed that, upon submittal of its proposal to the City in accordance with this RFP, the proposal is the property of the City. 8(A). Unless otherwise compelled by a court order, the City will not disclose any proposal while the City conducts its deliberative process in accordance with the procedures identified in this RFP. However, after the City either awards an agreement to a successful proposer, or the City rejects all proposals, the City shall consider each proposal subject to the public disclosure requirements of the California Public Records Act (California Government Code Sections 6250, et seq.), unless there is a legal exception to public disclosure. 8(B). If a proposer believes that any portion of its proposal is subject to a legal exception to public disclosure, the Proposer shall: (1) clearly mark the relevant portions of its proposal Confidential; and (2) upon request from the City, identify the legal basis for exception from disclosure under the Public Records Act; and (3) the Proposer shall defend, indemnify, and hold harmless the City regarding any claim by any third party for the public disclosure of the Confidential portion of the proposal. 9. COSTS ASSOCIATED WITH PREPARATION OF PROPOSAL ARE CONSULTANTS RESPONSIBILITY. All costs incurred by prospective

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proposers associated with the preparation of a response to this Request For Proposals and any subsequent demonstrations, analyses, studies, responses to inquiries, travel for purposes of competing for and/or negotiating an agreement with the City are the sole responsibility of the Proposer. 10. ERRORS AND OMISSIONS. The Proposer bears full responsibility for exclusions or errors in its proposal submitted. Upon close of proposals, the City reserves the right to hold any proposer accountable and responsible for its submitted proposal. Failure to review or comprehend any portion of this Request For Proposals does not absolve the Proposer of the responsibilities articulated herein. 11. PROPOSAL DISCREPANCIES. If discrepancies are found between two or more copies of the proposal, the master copy will provide the basis for resolving such discrepancies. If one copy of the proposal is not clearly marked Master Copy, the City may reject the proposal. However, the City, at its sole option, may decide to select one copy to be used as the master copy.

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Exhibit 1 Scope of Services A. General Description of Services The City of Fremont (City) will improve Human Resources (HR) core business process through automation leveraging primarily on the PeopleSoft Human Capital Management (HCM 9.1) System. The City is seeking consulting services to complete four (4) major Project Initiatives for the Project. The first initiative will allow employees to track and enter their own time using Employee Self-Service (ESS). See Service B.1 Employee Self-Service Time Entry. The second initiative is to further expand ESS by allowing the employees to enroll and review their benefits online through the internet. See Service B.2 Benefits Enrollment Service and Service B.3 Internet On-Boarding/Enrollment Pages. The third initiative integrates the online NeoGov recruitment system and PeopleSoft HCM to streamline the recruitment process. See Service B.4 NeoGov Integration to PeopleSoft. Lastly, the City is seeking temporary staff augmentation to assist in completing the service requests. See Service B.5 Technical Staff Augmentation. Detailed Scope of Services This section identifies the services grouped according to specific functionality and priority. All services provided must conform to City standards including functional specifications, documentation, testing, and training as described in Section C. Service B.1 - Employee Self-Service Time Entry Proposer Qualifications The successful Proposer will deploy resources with expertise on automating PeopleSoft Self-Service time reporting and manager time approval. Qualifications should include the degree of public sector experience in Payroll, PeopleSoft Self-Service, Manager Self-Service, Time and Labor, and Approval Workflow Engine (AWE) in PeopleSoft HCM 9.1 version. Functional and Development Requirements: The successful Proposer will review the current practices and make recommendations on new functional specifications. This work will be jointly performed with City resources. The functional specifications will be approved by the City and upon approval the successful Proposer will begin the configuration and development.

B.

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B.1.1 ESS Time Entry Review In sessions with the Citys Functional and IT teams, the successful Proposer will review the current practices and the future ESS time entry requirements and make joint recommendations on the approach for delivering on-line time reporting and approval will be made and documented. B.1.2 ESS Time Entry Functional Specifications The successful Proposer will deliver a business process workflow document and diagram to map out all processes from all types of time reporting entries (i.e. exception, positive, file interface, etc.), approving and loading to payroll. The successful Proposer will be responsible for the following eight critical deliverables: a. Manager time reporting approval workflow: Managers will approve the Time Reported and Payroll will approve the Payable Time. Define the approval and number of approvals, automated delegation and manual delegation overrides. Employee time reporting and rapid time entry: Most employees will be entering their own time and exceptions. However, some departments may still require timekeepers to enter time for multiple employees at one time. Time entry and approval audits: Enable new audit requirements. Email Notifications: Managers will receive notifications to approve pending time entries. Holiday Scheduling and Processing: Set up holiday schedules and process according to employees flexible schedules. Time Entry roll-out strategy by department. Integration of Police Department (PD) FLSA time reporting approval. Future recommendation of Time Entry Solution for seasonal workers.

b.

c. d. e. f. g. h.

B.1.3 On-Site Functional Support on Time Entry System Configuration The successful Proposer will provide knowledge transfer and guidance to the Citys Functional Team during the setup and configuration. The setup will include:

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a. b. c. d. e. f.

Holiday schedules. Time and labor rules (or SQR reporting if Rules not feasible) pertaining to holiday schedules to accommodate flexible scheduling and Fire and Police schedules. Approval hierarchy setup and workflow setup. Time entry role definitions. Rapid time entry. Payroll processing changes.

B.1.4 Design and Development Support The successful Proposers technical resource will start development work on changes to programs, processes and reports in accordance to the approved functional specifications. For support, see Technical Support under Section D - Assumptions.
Service B.2 - Benefits Enrollment

Proposer Qualifications The successful Proposer will deploy resources with expertise on automating Open and On-Demand Enrollments, Event Maintenance and Personal Information Maintenance. Qualifications should include the degree of public sector experience on PeopleSoft Benefits Administration, Self-Service, Base Benefits, eBenefits, and Payroll modules to automate and process benefits enrollment. Functional and Development Requirements: This service will be implemented in conjunction with Service B.3 Internet On-Boarding/Enrollment Pages. B.2.1 Benefits Enrollment Review The successful Proposer will review and make new recommendations, as necessary, to the internet On-Boarding/Enrollment pages. See Section F - Reference 1 for draft of high level pages. The Citys Functional and IT teams have developed swim lane diagrams on the benefits enrollment current practices and future requirements. See Section F - Reference 2 on the Benefits Enrollment Future State requirement. The successful Proposer will review this information jointly with Citys resources. Recommendations on the approach for delivering Benefits enrollment and internet On-Boarding/Enrollment pages will be made and documented.

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B.2.2 Benefits Enrollment Functional Specifications The successful Proposer will create a functional specification to define the process flow and system changes/enhancements as defined by the joint recommendations. The successful Proposer will be responsible for the following 12 critical deliverables: a. b. c. d. e. f. g. h. i. j. k. l. New Hire Enrollment. Annual Employee Open Enrollment. HR On-Demand Enrollment. Employee Family Status Changes. Other Self-Service Changes, i.e. Dependents/Beneficiaries, Direct Deposit, W4, Address, Telephone, etc. ESS on the Internet: Refer to Service B.3 - Internet OnBoarding/Enrollment Pages. Notifications: Notifications to employees and benefits administrators on pending or incomplete enrollments. Setup and Configuration details. eSignatures on eBenefits. Payroll Processing Changes, if any. Employee Termination. Recommendation on Integration to Benefit Providers.

City will approve functional specifications. B.2.3 On-Site Functional Support on Setup and Configuration Upon approval of the specifications, the successful Proposer will start the setup and configuration changes on the development environment. All system configuration changes on the systems will be done by Citys Functional team with the guidance of the successful Proposer on the test and production environments. The benefits administration setup and processing will include: a. b. c. d. e.
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Scheduled open enrollment for new hires, promotions, etc. Event creation and processing. Notifications to employees and benefits administrators. eSignatures on eBenefits setup. Personal information management.

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f. g. h.

Review of CalPERS XML customized functions. New or modified payroll processes affected. Other setup or processes that will complete benefits enrollment, administration and processing.

B.2.4 Design and Development Support The successful Proposers technical resource will start development work on changes to programs, processes and reports in accordance to the approved functional specifications. For support, see Technical Support under Section D - Assumptions. Service B.3 Internet On-Boarding/Enrollment Pages Proposer Qualifications The successful Proposer will deploy resources with expertise on PeopleSoft plug-ins, Oracle Forms, and document repository solutions. Functional and Development Requirements: The successful Proposer will provide functional guidance and technical development in displaying and updating employee information for New Hire On-Boarding, Open Enrollment, Family Status Changes, and PeopleSoft Self-Service. This work will be developed for the Citys internet web page. The Citys website provider is CivicPlus. B.3.1 ESS Internet Pages Review The Citys Functional and IT teams have completed the high level desired look of the Citys ESS Internet pages. The design will be reviewed with the successful Proposer and joint recommendations for the approach in designing the web pages will made. See Section F - Reference 1 for draft of high level pages. B.3.2 ESS Internet Pages Functional Specifications The successful Proposer will document the agreed-upon design for the ESS Internet pages. The New Hire On-Boarding/Enrollment pages will have several portlets or links that will allow employees to access and update benefit enrollments, policy agreements, completing required documents and other links to employee resources available on the Citys internet and intranet sites. The successful Proposer will be responsible for the following three critical deliverables:

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a.

b. c.

Direct link to PeopleSoft: Every link from the pages will connect to a specific page in PeopleSoft. For, example, if an employee wants to sign up for direct deposit, the link directly takes the employee to the Direct Deposit page only. There are several requirements on the portal that specifically serve up to a PeopleSoft functionality such as eBenefits for benefits enrollment and family status changes, direct deposit, Federal withholding (W-4), personal, dependents, beneficiaries and emergency information. There will also be a direct link to PeopleSoft Self Service options to view compensation, W2s, leave accruals, and others. Enable the forgotten password link. Security: All documents and links to PeopleSoft will be documented and the security will be according to Citys ITS policies and practices. The design of the ESS Internet pages will allow the following features in Phase 2 (Phase 2 is not currently part of this Scope of Services): i. Single Sign-on login page: To access the New Hire OnBoarding Page, a single sign-on page will be developed. ii. Required Documents and eSignatures: Some of the required documents will be created as on-line fillable documents. All required fillable documents and policy agreements will have eSignatures for the employee. iii. Repository for Required Documents: The signed documents will be attached to the employees record. Specification includes the identification and development of the repository of these documents, i.e. PeopleSoft HR Attachments feature. This will allow an employee to view his/her documents and HR to view the employees documents. iv. Completed Requirements: A check box for each of the requirements will also be automatically populated as the requirements are completed and submitted. Employee should have an option to Save and Submit Later and option to Submit when done.

B.3.3 Design and Development Support The successful Proposer will commence development when the City approves the functional specifications. The successful Proposers technical resource will develop the links to PeopleSoft. The technical

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resource will have access to CivicPlus support and the Citys Internet web authors to complete the ESS Internet pages. Service B.4 NeoGov Integration to PeopleSoft Functional and Development Requirements: The successful Proposer will provide functional and development expertise with the integration between the online NeoGov recruitment system and PeopleSoft. B.4.1 NeoGov Integration to PeopleSoft Review In sessions with the Citys Functional and IT teams, the successful Proposer will review the current practices and future requirements and make joint recommendations on the approach for delivering the interface and document the recommendations. The City will provide access to NeoGov support. B.4.2 NeoGov Integration to PeopleSoft Functional Specifications The successful Proposer will deliver the functional specifications to map all processes from the time a position requisition is created to when the position is filled. The successful Proposer will be responsible for the following three critical deliverables: a. Robust Integration: Wherever feasible, the successful Proposer will use current integration tools to allow for: i. Transferring position information between NeoGov and PeopleSoft. This action will be triggered by an approved position in NeoGov. ii. Synchronizing NeoGov with position information from PeopleSoft. iii. Generating Personal, Job, and initial Username/Password information in PeopleSoft. This is triggered by a hire in NeoGov. b. Dynamic Username/Password creation. When an applicant is hired in NeoGov, PeopleSoft will automatically generate a new username/password. c. Notifications after the Username/Password creation: HR, IT Helpdesk, and the hiring manager will be notified. B.4.3 Functional and Technical Support

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Upon approval of the specification, the successful Proposer will commence the setup and development. For support, see Technical Support under Section D - Assumptions. Service B.5 Technical Staff Augmentation Proposer Qualifications The successful Proposer will deploy a technical resource with expertise on Peopletools and PeopleSoft HCM. Qualifications should include the degree of experience in Peopletools 8.51/8.52, Setup HRMS, Payroll for North America, SQR Reporting and Reporting Tools including Query, BI Publisher/XML and Report Manager. Peopletools experience includes application designer, security specific to roles, permission lists and query access. B.5.1 Development Specification Review The successful Proposers technical resource and the Citys Functional and IT teams will review outstanding HR/Payroll service requests. The Citys IT System Administrator will be responsible for the work of the technical resource. B.5.2 On-Site Design and Development Support The technical resource will be on-site to deliver the following four high priority tasks below and other service requests/tasks as assigned: a. Create Paperless Report Distribution: Design and develop the structure in generating reports and automatic distribution of reports to departments or groups. Reports will be e-mailed automatically or can be accessed through PeopleSoft Self Service, i.e. View Leave Accruals by Pay Period. Access will be restricted by departments or groups. Design should utilize the BI Publisher/XML and Report Manager features in PeopleSoft. b. Improve query access groups to ensure restriction of users seeing certain rows of data. c. Enable Component Interface feature and assist City Functional and IT teams in Microsoft Excel interface functionality to Payroll and Job data. d. Modify existing queries, reports and page designs to align with new agreements and new accruals. C. Business Systems Development Standards C.1 Documentation

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The successful Proposer shall write functional specifications that will include workflow processes/diagrams as necessary. The City uses the Oracle User Productivity Kit (UPK) for any contracted services. The successful Proposer is expected to document its work (setups, processes, steps) using UPK. Projects will not be migrated with UPK documentation. The successful Proposer will complete the ITS Change Management form prior to migration to the User Acceptance Testing (UAT) or quality assurance (QA) environments. The City will review and approve all documentation. C.2 Training Proposer Qualifications The successful Proposer will deploy technical resources who have experience with PeopleSoft Test Framework or UPK. Description of Training The successful Proposer will provide training and knowledge transfer to the Citys Functional and IT teams using UPK documentation. All setup and configuration in the test and production environments will be done by the Citys Functional team with the assistance of the successful Proposer. The successful Proposer will provide knowledge transfer to the Citys IT team on new programs or revised programs during migration to the UAT environment. C.3 Testing The successful Proposer will develop test plans with the Citys Functional and IT teams. The test plans will include detailed test scripts including related interface test scripts. The successful Proposer will generate test scripts preferably using PeopleSoft Test Framework. The successful Proposer will assist executing the test plans during UAT and QA. The successful Proposer will provide guidance to the City during UAT including the integration testing to ensure interfaces are working as expected. The successful Proposer will log and document all issues identified during testing with information on the steps that caused the issue, resolution to the issue, and re-testing of the issue. The successful

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Proposers technical resources will make all fixes to programs for any bug issues related to variances with specification or coding errors. The successful Proposer will provide knowledge transfer of these resolutions to the Citys Functional and IT teams. The successful Proposer will update UPK documentation on any changes to processes due to issues experienced. C.4 Production Migration Support The successful Proposer will be available via telephone to support the City during migration of programs from the QA/testing environment to the Citys production system. The successful Proposer will also be available during the setup of required configurations on go-live. C.5 Post-Production Support The successful Proposer will warranty services for two months after the go-live date for each service. The successful Proposer will be available via telephone for issue resolution and/or production support, i.e. answering questions during this two-month period on an ad-hoc basis. The successful Proposer will develop a detailed time reporting rollout plan during which telephone support will be important. New issues during the two-month post-production period will be logged and documented with information on the steps that caused the issue, resolution to the issue, and re-testing of the issue. The successful Proposer will update UPK documentation and provide knowledge transfer to Citys Functional and IT teams. C.6 Critical Process Review Critical processes and interfaces to the Citys system must continue to function correctly after the implementation of services. For example: 1. Payroll processing after benefits administration implementation. 2. CalPERS XML interfaces after benefits administration implementation. 3. Time and Labor approval by batch or approval by employee after AWE implementation. 4. Load Time and Labor after AWE implementation. D. Assumptions D.1 On-Site Functional Support D.1.1 The successful Proposer will work at the direction of the City and

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will focus on the review of current processes, identification of desired business processes, development of functional specifications, test plan, UPK documentation, training and configuration changes to support the services identified in Section B - Detailed Scope of Services. D.1.2 The successful Proposer will have access to all existing specifications documentation on current processes. D.1.3 The successful Proposer will have access to subject matter experts at the City who are involved in automating benefits enrollment, integration with NeoGov, time reporting, Citys internet and all other HR and payroll outstanding service requests. No technical development activities and functional system configuration will commence until the City has approved the Functional Design Specifications developed by the successful Proposer. D.1.4 The City will provide access to the Citys PeopleSoft development and testing environments to the successful Proposer with security such that assignments can be completed. D.1.5 The successful Proposer will complete unit testing in the development environment. D.2 Technical Support D.2.1 The successful Proposer will work at the direction of the City. The successful Proposers technical resources will prepare a technical design specification as part of this development process. Prior to beginning code development, the technical design will be submitted to City for approval. Upon approval by City, the successful Proposers technical resources will complete code development and unit testing of programs. D.2.2 The successful Proposers technical resources will have access to any technical design and/or code that is available. D.2.3 Development may include technical coding on new design or revision of existing coding and report development of new design or revision of reporting. D.2.4 With the guidance of the successful Proposer, the City will conduct full UAT once the successful Proposer has completed development and successfully unit tested them. The successful Proposers technical resources will provide any programming changes

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and documentation updates identified during the Citys user UAT where programs developed do not meet the approved functional or technical specifications. Coding changes required due to changes in the interpretation of requirements or errors made by City subject matter experts may be subject to the Change Control process. D.2.5 The successful Proposers technical resources will complete their work in a test/development environment. The successful Proposer will complete the IT Change migration form. The Citys ITS Department will be responsible for the migration of development work. The successful Proposer will provide telephone support to the City during this process should it be required. D.2.6 The successful Proposers technical resources may require VPN access to a development/test (non-production) environment and such access that will enable them to complete the necessary development and unit testing work. E. Project Timeline It is expected that work will begin in July 2012 (after the contract is awarded and Service Agreement is executed by both parties). Proposers shall include a timeline for each of the components or phases of the Project in its Proposal Exhibit A, Scope of Services.

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F.

References Reference 1 - ESS Benefits Web Pages City of Fremont: Employee Self Service Benefits Pages Draft 03/21/2012

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Employee Benefits Open Enrollment and Family Status Changes:

New Hire:

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New Hire Orientation:

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Required Documents:

Policy Agreements:

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PeopleSoft eBenefits:

PeopleSoft Self Service:

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Employee Resources:

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Reference 2 - Future State Benefits Enrollment

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APPENDIX A-1 FORM 1, Page 1 of 1

PROPOSER RESPONSE PAGES PROPOSER CHECKLIST

This checklist has been provided to assist Proposer in complying with RFP requirements. All items listed must be included with the proposal. To assist in proposal evaluation, Proposer shall cross-reference the required item with the applicable page in the proposal. Proposer shall check off each item as it is assembled into the proposal, enter the page number where the item can be found in the proposal, detach the checklist from the RFP and submit it as part of the proposal.

Item No.

Description Original marked MASTER COPY + 3 Printed Copies Proposer Checklist Cover Letter with Signature Collusion Statement (Section G, page 4 of RFP) Scope of Services, including Timeline, Proposal Exhibit A Billing Rates/Pricing Pages, Proposal Exhibit B Proposer Background Information, Proposal Exhibit C Statement of Qualifications, Proposal Exhibit C List of Exceptions, Proposal Exhibit D

Format As specified in RFP Appendix A-1, Form 1 Attachment Attachment Attachment Appendix A-1, Form 2 Appendix A-1, Form 3 Narrative Attachment

Proposal Page

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APPENDIX A-1 FORM 2, Page 1 of 3

PROPOSER RESPONSE PAGES PRICING PAGES

The Pricing Pages must itemize the cost to the City for all services to perform the scope of services for selected Project Initiatives or for all of the Project Initiatives described in Exhibit 1. A narrative may be attached to clarify any pricing data submitted. PROJECT COST 1. Service B.1 Employee Self-Service Time Entry
Name/Title of Technical Resources Total Estimated # of Hours Hourly Rate Total Cost

Totals Service B.1

Hours

2.

Service B.2 Benefits Enrollment

Name/Title of Technical Resources Total Estimated # of Hours Hourly Rate Total Cost

Totals Service B.2

Hours

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APPENDIX A-1 FORM 2, Page 2 of 3 3.

PROPOSER RESPONSE PAGES PRICING PAGES

Service B.3 Internet On-Boarding/Enrollment Pages

Name/Title of Technical Resources Total Estimated # of Hours Hourly Rate Total Cost

Totals Service B.3

Hours

4.

Service B.4 NeoGov Integration to PeopleSoft

Name/Title of Technical Resources Total Estimated # of Hours Hourly Rate Total Cost

Totals Service B.4

Hours

5.

Service B.5 Technical Staff Augmentation

Name/Title of Technical Resources Total Estimated # of Hours Hourly Rate Total Cost

Totals Service B.5

Hours

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APPENDIX A-1 FORM 2, Page 3 of 3 6. Other Costs

Description/Technical Resource Total Estimated # of Hours (if applicable)

PROPOSER RESPONSE PAGES PRICING PAGES

Hourly Rate

Total Cost

Training

Documentation

Travel Expenses (not-to-exceed)

Other Miscellaneous Expenses

Totals Other Costs

Hours

7.

SUMMARY OF TOTAL PROJECT COST

Description Total Estimated # of Hours Employee Self-Service Time Entry Benefits Enrollment Internet On-Boarding/Enrollment NeoGov Integration for PeopleSoft Technical Staff Augmentation Total Cost $ $ $ $ $ $

1 2 3 4 5 6

Service B.1 Service B.2 Service B.3 Pages Service B.4 Service B.5 Other Costs

TOTAL PROJECT COST NOT-TO-EXCEED

Hours $

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APPENDIX A-1 FORM 3, Page 1 of 9 A. Company Background 1.

PROPOSER RESPONSE PAGES PROPOSER BACKGROUND INFORMATION

How many years has the company actively provided consulting services for PeopleSoft HCM 9.1 similar to the services specified in this RFP? _________ Years Number of total office locations _________ Locations

2.

Locations (Street Address/City/State/Zip): ____________________________ __________________________ ____________________________ __________________________ ____________________________ ____________________________ 3. __________________________ __________________________

Location of office from which service will be provided to the City of Fremont. _____________________________ _____________________________ How many years has the office that will serve the City been open? Companys normal business hours (Pacific Standard Time) for office serving the City: a. Days of week available _________ Years

4. 5.

_______________________ _______________________

6.

Please list the number of current employees. a. Nationwide: ___________ Employees b. Office serving the City: ___________ Employees c. Total number of clients currently supported by office that will serve the City: ___________ Clients

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APPENDIX A-1 FORM 3, Page 2 of 9 A.

PROPOSER RESPONSE PAGES PROPOSER BACKGROUND INFORMATION

Company Background (continued) 7. Please provide the following summary of qualifications for the Proposers principals, employees, agents, and subconsultants who will be assigned to this Project. Make additional copies of these pages if necessary. Attach resumes for each individual listed. Technical Resource 1 Name: Title: Role in Project: Type of Work to be Performed:

Approximate Number of Hours to Devote to Project: Home Office Location: Education:

Training:

Certifications/Licenses: Experience:

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APPENDIX A-1 FORM 3, Page 3 of 9 A.

PROPOSER RESPONSE PAGES PROPOSER BACKGROUND INFORMATION

Company Background (continued) Technical Resource 2 Name: Title: Role in Project: Type of Work to be Performed:

Approximate Number of Hours to Devote to Project: Home Office Location: Education: Training:

Certifications/Licenses:

Experience:

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APPENDIX A-1 FORM 3, Page 4 of 9 A.

PROPOSER RESPONSE PAGES PROPOSER BACKGROUND INFORMATION

Company Background (continued) Technical Resource 3 Name: Title: Role in Project: Type of Work to be Performed:

Approximate Number of Hours to Devote to Project: Home Office Location: Education: Training:

Certifications/Licenses:

Experience:

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APPENDIX A-1 FORM 3, Page 5 of 9 A.

PROPOSER RESPONSE PAGES PROPOSER BACKGROUND INFORMATION

Company Background (continued) Technical Resource 4 Name: Title: Role in Project: Type of Work to be Performed: Approximate Number of Hours to Devote to Project: Home Office Location: Education: Training:

Certifications/Licenses:

Experience:

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APPENDIX A-1 FORM 3, Page 6 of 9 A.

PROPOSER RESPONSE PAGES PROPOSER BACKGROUND INFORMATION

Company Background (continued) 8. Please complete the following information for projects of a similar size, scope, and complexity to the scope of services described in this RFP. Detailed references for recent projects completed similar to the scope of services in this RFP should be provided in Section B.

PLEASE SUBMIT A COMPLETE LIST OF AT LEAST SIX CLIENTS. Client List

Name 1. 2. 3. 4. 5. 6. 7. 8. 9. 10. 11. 12. Address Contact Name Phone Number # of Years Performing Services

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APPENDIX A-1 FORM 3, Page 7 of 9 B. References

PROPOSER RESPONSE PAGES PROPOSER BACKGROUND INFORMATION

Complete the following information for a minimum of three (3) companies (including any governmental agencies, which are highly desirable) for which Proposer has provided comparable consulting services for the PeopleSoft HCM system during the past three (3) years. References may or may not be reviewed or contacted at the discretion of the City. The City reserves the right to contact references other than, and/or in addition to, those provided by Proposers. The City shall not provide information received from references to Proposers.

Reference 1
Company/Agency Name: Department Name: Address: Contact Person: Title: Telephone Number: E-mail Address: PeopleSoft Version: General Description of Services Performed:

# of Years Providing Similar Services to Company/Agency: Dollar Amount of Contract(s): Dates of Performance (From/To):

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APPENDIX A-1 FORM 3, Page 8 of 9 B. References (continued)

PROPOSER RESPONSE PAGES PROPOSER BACKGROUND INFORMATION

Reference 2
Company/Agency Name: Department Name: Address: Contact Person: Title: Telephone Number: E-mail Address: PeopleSoft Version: General Description of Services Performed:

# of Years Providing Similar Services to Company/Agency: Dollar Amount of Contract(s): Dates of Performance (From/To):

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APPENDIX A-1 FORM 3, Page 9 of 9 B. References (continued)

PROPOSER RESPONSE PAGES PROPOSER BACKGROUND INFORMATION

Reference 3
Company/Agency Name: Department Name: Address: Contact Person: Title: Telephone Number: E-mail Address: PeopleSoft Version: General Description of Services Performed:

# of Years Providing Similar Services to Company/Agency: Dollar Amount of Contract(s): Dates of Performance (From/To):

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CITY OF FREMONT REQUEST FOR PROPOSALS Consulting Services for PeopleSoft HCM 9.1 System

EXHIBIT A TECHNOLOGY SERVICE AGREEMENT Consulting Services for PeopleSoft Human Capital Management (HCM 9.1) System
This Technology Service Agreement (hereinafter Agreement) is made and entered into by and between the CITY OF FREMONT, a municipal corporation (hereinafter "City"), and [***INSERT***name of business and description of legal entity, i.e. LLC, Partnership, Corporation, etc.]______________________, (hereinafter "Consultant). City and Consultant may be collectively referred to herein as the parties. RECITALS A. City requested a proposal from Consultant to perform the services generally including: consulting services for the design and development of functional requirements and implementation of functions and features in the PeopleSoft HCM 9.1 system for four Project Initiatives: Employee Self-Service Time Entry, Benefits Enrollment and Internet On-Boarding/Enrollment Pages, NeoGov Integration, and Technical Staff Augmentation. B. In response to the Citys request, Consultant submitted a proposal, and, after negotiations, Consultant agreed to perform the services more particularly described on Exhibit A, in return for the compensation described in this Agreement and Exhibit B. C. In reliance upon Consultants documentation of its qualifications, as set forth in Exhibit C, the City finds that Consultant has demonstrated the requisite qualifications, experience, training, and expertise to perform the requested services. NOW, THEREFORE, IN CONSIDERATION OF THE MUTUAL COVENANTS AND CONDITIONS IDENTIFIED HEREIN, THE PARTIES HEREBY AGREE AS FOLLOWS: 1. SCOPE OF SERVICES. Consultant shall perform the services described in Exhibit A, attached hereto and incorporated herein by reference, in accordance with the terms and conditions contained in this Agreement. 2. TIME FOR PERFORMANCE. Time is of the essence in the performance of services under this Agreement and the timing requirements set forth herein shall be strictly adhered to unless otherwise modified in writing in accordance with this Agreement. Consultant shall commence performance, and shall complete all required services no later than the dates set forth in Exhibit A. Any services for which times for performance are not specified in this Agreement shall be

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CITY OF FREMONT TECHNOLOGY SERVICE AGREEMENT [***INSERT TITLE***] commenced and completed by Consultant in a reasonably prompt and timely manner based upon the circumstances and direction communicated to the Consultant. Consultant shall submit all requests for extensions of time to the City in writing no later than ten (10) days after the start of the condition which purportedly caused the delay, and not later than the date on which performance is due. 3. PAYMENT. 3(A). Billing. In order to request payment, Consultant shall submit invoices to the City identifying the services performed in the billing period, milestones achieved, and the charges therefor (including an identification of personnel who performed the services, hours worked, hourly rates, and reimbursable expenses), based upon the Consultants billing rates (set forth on Exhibit "B, attached hereto and incorporated herein by reference). The City shall make monthly payments to Consultant for services which are performed in accordance with this Agreement, to the satisfaction of the City. 3(B). Not to Exceed Compensation. The compensation payable to Consultant for the services identified in Exhibit A shall not exceed $[***INSERT***]_________. Consultant shall not perform any services beyond the services identified in Exhibit A without prior written authorization from the Citys Authorized Representative. If the Citys Authorized Representative provides authorization for additional services, the total compensation to the Consultant under this Agreement shall not exceed $[***INSERT***]___________. 3(C). Consultants Failure to Perform. In the event that Consultant performs services which do not comply with the requirements of this Agreement, Consultant shall, upon receipt of written notice from the City, reperform the services (without additional compensation to the Consultant). If Consultants failure to perform in accordance with this Agreement causes damages to the City, Consultant shall reimburse the City for the damages incurred (which may be charged as an offset to Consultants payment). 4. AUTHORIZED REPRESENTATIVES. 4(A). Consultants Authorized Representative. Consultant understands that, in entering into this Agreement, the City has relied upon Consultants ability to perform in accordance with its representations regarding the qualifications of the Consultant (including the qualifications of its Authorized Representative, its personnel, and its subconsultants, if any) identified in Exhibit C, attached hereto and incorporated herein by reference. Therefore, Consultant shall not replace its Authorized Representative, or any of the personnel or subconsultants identified in Exhibit C, without the prior written consent of the City. All services under this Agreement shall be performed by, or under the direct supervision of, Consultants Authorized

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CITY OF FREMONT TECHNOLOGY SERVICE AGREEMENT [***INSERT TITLE***] Representative, as identified in Exhibit C. 4(B). Citys Authorized Representative. For the performance of services under this Agreement, the Consultant shall take direction from the Citys Authorized Representative: [***INSERT***]______________, unless otherwise designated in writing by the Citys Authorized Representative or the City Manager. 5. INFORMATION AND DOCUMENTATION. 5(A). Information from City. City has made an effort to provide Consultant with all information necessary for Consultants performance of services under this Agreement. If Consultant believes additional information is required, Consultant shall promptly notify the City, and the City will provide to Consultant all relevant non-privileged information in City's possession. 5(B). Consultants Accounting Records. Consultant shall maintain all accounting records related to this Agreement in accordance with generally accepted accounting principles and state law requirements, and in no event for less than four years. Consultants accounting records shall include, at a minimum, all documents which support Consultants costs and expenses related to this Agreement, including personnel, subconsultant invoices and payments, and reimbursable expenses. Consultants accounting records shall be made available to City within a reasonable time after Citys request, during normal business hours. 6. RELATIONSHIP BETWEEN THE PARTIES. Consultant is, and at all times shall remain, an independent contractor solely responsible for all acts of its employees, agents, or subconsultants, including any negligent acts or omissions. Consultant is not Citys agent, and shall have no authority to act on behalf of the City, or to bind the City to any obligation whatsoever, unless the City provides prior written authorization to Consultant. Consultant is not an officer or employee of City, and Consultant shall not be entitled to any benefit, right, or compensation other than that provided in this Agreement. 7. CONFLICTS OF INTEREST PROHIBITED. Consultant (including its employees, agents, and subconsultants) shall not maintain or acquire any direct or indirect interest that conflicts with the performance of this Agreement. 8. NONDISCRIMINATION. Consultant shall comply with all applicable federal, state, and local laws regarding nondiscriminatory employment practices, whether or not said laws are expressly stated in this Agreement. Consultant shall not discriminate against any employee or applicant because of race, color, religious creed, national origin, physical disability, mental disability, medical condition, marital status, sexual orientation, or sex.

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CITY OF FREMONT TECHNOLOGY SERVICE AGREEMENT [***INSERT TITLE***] 9. COMPLIANCE WITH LAW AND STANDARD OF CARE. Consultant shall comply with all applicable legal requirements including all federal, state, and local laws (including ordinances and resolutions), whether or not said laws are expressly stated in this Agreement. Consultant shall perform services under this Agreement using a standard of care equal to, or greater than, the degree of skill and diligence ordinarily used by reputable professionals, with a level of experience and training similar to Consultant, performing under circumstances similar to those required by this Agreement. 10. BUSINESS LICENSE. The Consultant shall apply for and pay the business tax and registration tax for a business license, in accordance with Fremont Municipal Code Title V, Chapter 1, Section 5-1100, et seq. 11. INSURANCE. Consultant shall, throughout the duration of this Agreement, maintain insurance to cover Consultant (including its agents, representatives, sub-consultants, and employees) in connection with the performance of services under this Agreement. This Agreement identifies the minimum insurance levels with which Consultant shall comply; however, the minimum insurance levels shall not relieve Consultant of any other performance responsibilities under this Agreement (including the indemnity requirements), and Consultant may carry, at its own expense, any additional insurance it deems necessary or prudent. Concurrently with the execution of this Agreement by the Consultant, and prior to the commencement of any services, the Consultant shall furnish written proof of insurance (certificates and endorsements), in a form acceptable to the City. Consultant shall provide substitute written proof of insurance no later than 30 days prior to the expiration date of any insurance policy required by this Agreement. 11(A). Minimum Insurance Levels. Consultant shall maintain insurance at the following minimum levels: 11(A)(1). Commercial General Liability (with coverage at least as broad as ISO form CG 00 01 01 96) coverage in an amount not less than $2,000,000 general aggregate and $1,000,000 per occurrence for general liability, bodily injury, personal injury, and property damage. 11(A)(2). Automobile Liability (with coverage at least as broad as ISO form CA 00 01 07 97, for any auto) coverage in an amount not less than $1,000,000 per accident for bodily injury and property damage. 11(A)(3). Workers Compensation coverage as required by the State of California. 11(A)(4). Professional Liability coverage for damages that may be the result of errors, omissions, or negligent acts of Consultant in an amount not less than $1,000,000 per claim. 11(B). Endorsements. The insurance policies shall be endorsed as follows:

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CITY OF FREMONT TECHNOLOGY SERVICE AGREEMENT [***INSERT TITLE***] 11(B)(1). For the commercial general liability insurance, the City (including its elected officials, employees, and agents) shall be named as additional insured, and the policy shall be endorsed with a form equivalent to ISO form CG 20 10 11 85. 11(B)(2). Consultant's insurance is primary to any other insurance available to the City with respect to any claim arising out of this Agreement. Any insurance maintained by the City shall be excess of the Consultants insurance and shall not contribute with it. 11(B)(3). Consultants insurance will not be canceled, limited, or allowed to expire without renewal until after 30 days written notice has been given to the City. 11(C). Qualifications of Insurers. All insurance companies providing coverage to Consultant shall be insurance organizations authorized by the Insurance Commissioner of the State of California to transact the business of insurance in the State of California, and shall have an A.M Bests rating of not less than A:VII. 12. Confidential Information 12(A) The term Confidential Information shall mean any and all information which is disclosed by either party (Owner) to the other (Recipient) verbally, electronically, visually, or in a written or other tangible form which is either identified or should be reasonably understood to be confidential or proprietary. Confidential Information includes, but is not limited to, trade secrets, computer programs, software, documentation, formulas, data, inventions, techniques, marketing plans, strategies, forecasts, customer lists, employee information, financial information, confidential information concerning Owners business, as Owner has conducted it or as it may conduct itself in the future, confidential information concerning any of Owners past, current, or possible future products or manufacturing or operational methods, including information about Owners research, development, engineering, purchasing, manufacturing, accounting, marketing, selling or leasing, and any software (including third party software) provided by Owner. Owners Confidential Information shall be treated as strictly confidential by Recipient and shall not be disclosed by Recipient except to those third parties with a need to know and that are operating under a confidentiality agreement with non-disclosure provisions no less restrictive than those set forth herein. This Agreement imposes no obligation upon the parties with respect to Confidential Information which either party can establish by legally sufficient evidence: (a) was in the possession of, or was rightfully known by the Recipient without an obligation to maintain its confidentiality prior to receipt from Owner; (b) is or becomes generally known to the public without violation of this Agreement; (c) is obtained by Recipient in good faith from a third party having the right to disclose it without an obligation on confidentiality; (d) is independently developed by Recipient without the participation of individuals who have had access to the Confidential Information or (e) is required to be disclosed by court order or

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CITY OF FREMONT TECHNOLOGY SERVICE AGREEMENT [***INSERT TITLE***] applicable law, provided prior notice is given to the Owner. The Recipient shall not obtain, by virtue of this Agreement, any rights title or interest in any Confidential Information of the Owner. Within fifteen (15) days after termination of this Agreement, each party shall certify in writing to Owner that all copies of Owners Confidential Information in any form, including partial copies, have been destroyed or returned to Owner. Consultant acknowledges that the CITY is a governmental agency and may be required to release certain information under requests made according to provisions of the Public Records Act. 12(B) Recipient shall protect the deliverables resulting from Services with at least the same degree of care and confidentiality, but not less than a reasonable standard of care, which Recipient utilizes for Recipients Confidential Information. 12(C) The terms of this Section 12 shall survive termination of this Agreement. 13. REPORTING DAMAGES. If any damage (including death, personal injury or property damage) occurs in connection with the performance of this Agreement, Consultant shall immediately notify the City Risk Managers office by telephone at 510-284-4050, and Consultant shall promptly submit to the Citys Risk Manager and the Citys Authorized Representative, a written report (in a form acceptable to the City) with the following information: (a) name and address of the injured or deceased person(s), (b) name and address of witnesses, (c) name and address of Consultant's insurance company, and (d) a detailed description of the damage and whether any City property was involved. 14. INDEMNIFICATION. 14(A) Consultant shall indemnify, hold harmless, and defend the City (including its elected officials, officers, agents and employees) from and against any and all claims (including all litigation, demands, damages, liabilities, costs, and expenses, and including court costs and attorneys fees) resulting or arising from performance, or failure to perform, under this Agreement. 14(B) Copyright and Patent Indemnification. Claims which trigger Consultants responsibility under Section 14 shall include any claims that the software resulting from the provision of Services pursuant to the attached Exhibit A, Scope of Services, infringe any patent, copyright, or accidental or intentional violation of a trade secret or other intellectual property of a third party not included in this Agreement. Consultant shall, in its reasonable judgment and at its option and expense: (i) obtain for the City the right to continue using the deliverable; or (ii) replace or modify the deliverable so that

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CITY OF FREMONT TECHNOLOGY SERVICE AGREEMENT [***INSERT TITLE***] it becomes non-infringing while giving equivalent performance. Consultant shall not have any liability for a claim alleging that any deliverable infringes a patent or copyright if the alleged infringement was developed based on information furnished by the City or if the alleged infringement is the result of a modification made by the City. 15. TERM OF THE AGREEMENT. The term of this Agreement shall commence on the date last signed by the parties, below, and shall continue until completion of all services in accordance with the timing requirements set forth in Exhibit A and paragraph 2 of this Agreement. This Agreement may be terminated by the City without cause upon fifteen (15) days written notice to Consultant. If the City exercises its right to terminate this Agreement in accordance with this paragraph, the City shall pay Consultant for all services satisfactorily performed in accordance with this Agreement, through and including the date of termination, but not to exceed the payments according to the rates specified in Exhibit B or the maximum amount authorized under paragraph 3 of this Agreement. 16. DEFAULT. If either party (demanding party) has a good faith belief that the other party (defaulting party) is not complying with the terms of this Agreement, the demanding party shall give written notice of the default (with reasonable specificity) to the defaulting party, and demand the default to be cured within ten days of the notice. If: (a) the defaulting party fails to cure the default within ten days of the notice, or, (b) if more than ten days are reasonably required to cure the default and the defaulting party fails to give adequate written assurance of due performance within ten days of the notice, then (c) the demanding party may terminate this Agreement upon written notice to the defaulting party. 17. NOTICES. All notices required or contemplated by this Agreement shall be in writing and shall be delivered to the respective party as set forth in this section. Communications shall be deemed to be effective upon the first to occur of: (a) actual receipt by a partys Authorized Representative, or (b) actual receipt at the address designated below, or (c) three working days following deposit in the United States Mail of registered or certified mail sent to the address designated below. The Authorized Representative of either party may modify their respective contact information identified in this section by providing notice to the other party. TO: City Attn: [***INSERT***]__ __________________________ __________________________ __________________________ __________________________ To: Consultant Attn:[***INSERT***]_ _________________________ _________________________ _________________________ _________________________

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CITY OF FREMONT TECHNOLOGY SERVICE AGREEMENT [***INSERT TITLE***] 18. HEADINGS. The heading titles for each paragraph of this Agreement are included only as a guide to the contents and are not to be considered as controlling, enlarging, or restricting the interpretation of the Agreement. 19. SEVERABILITY. If any term of this Agreement (including any phrase, provision, covenant, or condition) is held by a court of competent jurisdiction to be invalid or unenforceable, the Agreement shall be construed as not containing that term, and the remainder of this Agreement shall remain in full force and effect; provided, however, this paragraph shall not be applied to the extent that it would result in a frustration of the parties intent under this Agreement. 20. GOVERNING LAW, JURISDICTION, AND VENUE. The interpretation, validity, and enforcement of this Agreement shall be governed by and interpreted in accordance with the laws of the State of California. Any suit, claim, or legal proceeding of any kind related to this Agreement shall be filed and heard in a court of competent jurisdiction in the County of Alameda. 21. ATTORNEYS FEES. In the event any legal action is commenced to enforce this Agreement, the prevailing party is entitled to reasonable attorneys fees, costs, and expenses incurred. 22. ASSIGNMENT AND DELEGATION. This Agreement, and any portion thereof, shall not be assigned or transferred, nor shall any of the Consultants duties be delegated, without the written consent of the City. Any attempt to assign or delegate this Agreement without the written consent of the City shall be void and of no force or effect. A consent by the City to one assignment shall not be deemed to be a consent to any subsequent assignment. 23. MODIFICATIONS. This Agreement may not be modified orally or in any manner other than by an agreement in writing signed by both parties. 24. WAIVERS. Waiver of a breach or default under this Agreement shall not constitute a continuing waiver or a waiver of a subsequent breach of the same or any other provision of this Agreement. 25. CONFLICTS. If any conflicts arise between the terms and conditions of this Agreement and the terms and conditions of the attached exhibits or any documents expressly incorporated, the terms and conditions of this Agreement shall control. 26. ENTIRE AGREEMENT. This Agreement, including all documents incorporated herein by reference, comprises the entire integrated understanding between the parties concerning the services described herein. This Agreement supersedes all prior negotiations, agreements, and understandings regarding this matter, whether written or oral. The documents incorporated by reference into

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CITY OF FREMONT TECHNOLOGY SERVICE AGREEMENT [***INSERT TITLE***] this Agreement are complementary; what is called for in one is binding as if called for in all.

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CITY OF FREMONT TECHNOLOGY SERVICE AGREEMENT [***INSERT TITLE***] 27. SIGNATURES. The individuals executing this Agreement represent and warrant that they have the right, power, legal capacity, and authority to enter into and to execute this Agreement on behalf of the respective legal entities of the Consultant and the City. This Agreement shall inure to the benefit of and be binding upon the parties hereto and their respective successors and assigns. IN WITNESS WHEREOF, the City and Consultant do hereby agree to the full performance of the terms set forth herein. CITY OF FREMONT ____________________________ [***INSERT***] CONSULTANT [***INSERT***] By: ____________________________ [***INSERT***]

By:

Title: [***INSERT***]______________ Date: [***INSERT***]______________

Title: [***INSERT***]______________ Date: [***INSERT***]______________

APPROVED AS TO FORM: ____________________________ By: ____________________________ Title: City Attorney

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