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HomeMy WebLinkAboutRFP - 7079 ACCOUNTING SOFTWARE NFRMPOCity Of Financial Services Purchasing Division '��Fo 215 N. Mason St. 2ndFloor F6rt Box 580 Fort Collins, CO 80522 970.221.6775 Purchasing 970.221.6707 fcgov. com/purchasing REQUEST FOR PROPOSAL 7079 Accounting Software - NFRMPO The City of Fort Collins on behalf of the North Front Range Metropolitan Planning Organization (NFRMPO) is seeking proposals from qualified consultants to provide software, implementation and training for an updated financial management system for the NFRMPO. Written proposals, four (4) will be received at the City of Fort Collins' Purchasing Division, 215 North Mason St., 2nd floor, Fort Collins, Colorado 80524. Proposals will be received before 3:00 p.m. (our clock), October 14, 2009. Proposal No. 7079 Accounting Software NFRMPO. If delivered, they are to be sent to 215 North Mason Street, 2nd Floor, Fort Collins, Colorado 80524. If mailed,.the address is P.O. Box 580, Fort Collins, 80522-0580. Questions concerning the scope of the project should be directed to Project Manager Crystal Hedberg, Finance Director, NFRMPO (970) 416-2638. Questions regarding bid submittal or process should be directed to James B. O'Neill, II, CPPO, FNIGP (970) (970)221-6779. A copy of the Proposal may be obtained as follows: 1. Download the Proposal/Bid from the BuySpeed Webpage, www.fcgov.com/eprocurement 2. Come by Purchasing at 215 North Mason St., 2"d floor, Fort Collins, and request a copy of the Bid. The City of Fort Collins is subject to public information laws, which permit access to most records and documents. Proprietary information in your response must be clearly identified and will be protected to the extent legally permissible. Proposals may not be marked 'Proprietary' in their entirety. Information considered proprietary is limited to material treated as confidential in the normal conduct of business, trade secrets, discount information, and individual product or service pricing. Summary price` information may not be designated as proprietary as such information may be carried forward into other public documents. All provisions of any contract resulting from this request for proposal will be public information. Sales Prohibited/Conflict of Interest: No officer, employee, or member of City Council, shall have a financial interest in the sale to the City of any real or personal property, equipment, material, supplies or services where such officer or employee exercises directly or indirectly any decision -making authority concerning such sale or any supervisory authority over the services to be rendered. This rule also applies to subcontracts with the City. Soliciting or accepting any gift, gratuity favor, entertainment, kickback or any items of monetary value from any person who has or is seeking to do business with the City of Fort Collins is prohibited. Collusive or sham proposals: Any proposal deemed to be collusive or a sham proposal will be rejected and reported to authorities as such. Your authorized signature of this proposal assures that such proposal is genuine and is not a collusive or sham proposal. The City of Fort Collins reserves the right to reject any and all proposals and to waive any irregularities or informalities. Sincerely, James B. O'Neill II, CPPO, FNIGP Director of Purchasing & Risk Management where renewal is a way of life Review and Assessment: Firms will be evaluated on the following criteria. These criteria will be the basis for review of the written proposals and interview session. The rating scale shall be from 1 to 5, with 1 being a poor rating, 3 being an average rating, and 5 being an outstanding rating. WEIGHTING QUALIFICATION STANDARD FACTOR 2.0 Scope of Proposal Does the proposal show an understanding of the project objective, methodology to be used and results that are desired from the project? 2.0 Assigned Personnel Do the persons who will be working on the project have the necessary skills? Are sufficient people of the requisite skills assigned to the project? 1.0 Availability Can the work be completed in the necessary time? Can the target start and completion dates be met? Are other qualified personnel available to assist in meeting the project schedule if required? Is the project team available to attend meetings as required by the Scope of Work? 1.0 Motivation Is the firm interested and are they capable of doing the work in the required time frame? 2.0 Cost and Do the proposed cost and work hours compare Work Hours favorably with the project Manager's estimate? Are the work hours presented reasonable for the effort required in each project task or phase? 2.0 Firm Capability Does the firm have the support capabilities the assigned personnel require? Has the firm done previous projects of this type and scope? Reference evaluation (Top Ranked Firm): The project Manager will check references using the following criteria. The evaluation rankings will be labeled Satisfactory/Unsatisfactory. QUALIFICATION STANDARD Overall Performance Would you hire this Professional again? Did they show the skills required by this project? Timetable Was the original Scope of Work completed within the specified time? Were interim deadlines met in a timely manner? Completeness Was the Professional responsive to client needs; did the Professional anticipate problems? Were problems solved quickly and effectively? Budget Was the original Scope of Work completed within the project budget? Job Knowledge a) If a study, did it meet the Scope of Work? b) If Professional administered a construction contract, was the project functional upon completion and did it operate properly? Were problems corrected quickly and effectively? 10 SOFTWARE LICENSE AGREEMENT This Software License Agreement ("Agreement") is entered in to by and between The North Front Range Transportation and Air Quality Planning Council (MPO) and , hereinafter ("Company"), and shall be effective on the date signed by the MPO. 1. Definitions a. Software. The term "Software" shall mean the computer program in object code and source code and the user manuals described in the specifications set forth in Exhibit 'A" Statement of Work. The term "Software" includes any corrections, bug fixes, enhancements, updates or other modifications, including custom modifications, to such computer program and user manuals. b. Certificate of Installation. The term "Certificate of Installation" shall mean a written notice, signed by Company and acknowledged by the MPO, certifying that the Software has been installed, that the Software substantially complies with the specifications set forth in Exhibit "A," that the software has been fully configured and that the master records ("rules") for the operation of the program have been established and that the training of MPO employees is complete. 2. License a. Grant of License. Company grants the MPO, pursuant to the terms and conditions of this Agreement, a perpetual, nonexclusive, nontransferable license to use the Software. b. Authorized Equipment and Site. The MPO shall use the Software on the computers used for MPO business. C. Restrictions on Use. The MPO agrees to use the Software only for the MPO's business, including any collaborative services with other governmental entities, provided appropriate licensing fees have been paid to the Company. d. Copies. The MPO may make archival copies of the Software's computer program, provided that the copies shall include Company's copyright and any other proprietary notices. e. Modifications, Reverse Engineering. The MPO agrees that only Company shall have the right to alter, maintain, enhance or otherwise modify the Software. The MPO shall not disassemble, decompile or reverse engineer the Software's computer program. f. User Manuals. Company shall provide the MPO with a minimum of three paper copies and one CD copy of the user manuals, and the manuals shall be updated with each new release of the Software and shall be updated no less than annually. g. Personnel. Company personnel working with the MPO shall be acceptable to the MPO. 11 3. Delivery, Installation, Data Conversion, Testing and Acceptance. All activities related to the implementation of the Software shall proceed in accordance with Exhibit "B", Implementation Schedule. Each activity listed in Exhibit B shall include both a start date and completion date. In addition, the Implementation Schedule shall incorporate the following specific activities. a. Delivery. Company shall deliver the Software to the MPO location(s) specified by the Information Services Director of the MPO within a mutually agreed time after the effective date of this Agreement. b. Installation. Company shall install the Software at the locations designated. The MPO shall grant Company access to the location(s) and the computer system(s) for the period of time required for such installation. C. Data Conversion. Data conversion, data entry and verification of data shall be completed in accordance with the specifications of the MPO as set forth in Exhibit "A." d. Testing. The MPO shall have thirty (30) days, commencing upon delivery of the Certificate of Installation, to test the Software for substantial compliance with the specifications set forth in Exhibit "A" (the "Testing Period). The MPO shall provide notice to Company of any failure of the Software to comply with such specifications. Upon receipt of such notice, Company shall use its best efforts to remedy the failure and install a fix within five (5) days. If the MPO provides such notice to Company, the Testing Period, at the MPO's option, may be extended for thirty (30) days after Company asserts to the MPO that the problem has been fixed. e. Acceptance. Acceptance shall occur (i) upon the MPO's delivery of notice to Company that the Software substantially complies with the specifications set forth in Exhibit "A", or (ii) if the MPO does not provide notice of a failure of the Software after thirty (30) days from the close of the Testing Period, then after thirty (30) days after the close of the Testing Period, Acceptance shall be deemed to have occurred. 4. License Fee a. In General. In consideration for the license(s) granted by Company under this Agreement as set forth in Exhibit "C", Pricing Quotation, the MPO shall pay Company a fee, not to exceed $ b. Payment Terms. Each installation of the License Fee shall be due and payable in accordance with the Payment Schedule, which is incorporated into Exhibit "B", Implementation Schedule. All amounts are due thirty (30) days from receipt of invoice by the MPO from Company. 12 5. Ownership a. Title. The MPO and Company agree that Company owns all proprietary rights, including patent, copyright, trade secret, trademark and other proprietary rights, in and to the Software and any corrections, bug fixes, enhancements or updates to the Software. b. Transfers. Under no circumstances shall the MPO sell, license, publish, display, distribute, assign or otherwise transfer to a third party the Software or any copy thereof, in whole or in part, without Company's prior written consent, except in when the MPO is using the Software to provide collaborative services with other governmental entities and the appropriate licensing fees have been paid to the Company for this usage. 6. Confidential Information Company agrees not to use the MPO data except when specifically authorized by the MPO, and to treat all the MPO data as confidential. The MPO agrees to maintain the confidentiality of proprietary information identified as such by Company to the extent allowed by law. 7. Warranty Company warrants to MPO that for a period of one year commencing upon Acceptance, the Software will substantially comply with the specifications set forth in Exhibit "A." During this warranty period, Company shall also provide MPO the support and maintenance services set forth in the Software Maintenance Agreement appended hereto as Exhibit "D." After expiration of the warranty period, Company shall provide support and maintenance for the Software pursuant to the terms of such Maintenance Agreement. 8. Indemnification Indemnity. Company shall indemnify and hold harmless the MPO from and against any claims, including reasonable legal fees and expenses, based upon infringement of any copyright or patent by the Software. The MPO agrees to notify the Company of any such claim promptly in writing and to allow Company to control the proceedings. The MPO agrees to cooperate fully with Company during such proceedings. Company shall defend and settle at its sole expense all proceedings arising out of the foregoing. In the event of such infringement, Company may replace, in whole or in part, the software with a substantially compatible and functionally equivalent computer program or modify the Software to avoid the infringement. 9. Insurance Company agrees to maintain workers' compensation and employer's liability insurance at the statutory limits. Company will also maintain a commercial general liability policy in the amount of $500,000.00 per occurrence; $1,000,000.00 aggregate' $1,000,000.00 products and completed operations aggregate 13 10. Source Code The uninterrupted availability of the Software is critical to the MPO in the operation of its business. Company agrees to provide the source code to the Information Services Director of the MPO. 11. Term and Termination a. Effective Date. This Agreement and the license granted hereunder shall take effect upon the date the MPO executes this Agreement. b. Termination. The MPO shall have the right to terminate this Agreement upon giving thirty (30) days notice. c.. Within thirty (30) days after termination of the license, the MPO will return to Company, at Company's expense, the Software and all copies thereof or delete or destroy all other copies of the Software and inform the Company that the Software has been returned or all copies deleted or destroyed, and its use discontinued. 12. Force Majeure Neither party shall be in default or otherwise liable for any delay in or failure of its performance under this Agreement if such delay or failure arises due to any act of God, any acts of the common enemy, the elements, earthquakes, floods, fires, epidemics, riots, failures or delay in transportation or communications; provided, however, that lack of funds shall not be deemed to be a reason beyond a party's reasonable control. The parties will promptly inform and consult with each other as to any of the above causes, which in their judgment may or could be the cause of a delay in the performance of this Agreement. 13. Default Each and every term and condition hereof shall be deemed to be a material element of this Agreement. In the event either party should fail or refuse to perform according to the terms of this agreement, such party may be declared in default thereof. 14. Remedies In the event a party has been declared in default, such defaulting party shall be allowed a period; often (10) days within which to cure said default. In the event the default remains uncorrected, the party declaring default may elect to (a) terminate the Agreement and seek damages; (b) treat the Agreement as continuing and require specific performance; or (c) avail himself of any other remedy at law or equity. If the non -defaulting party commences legal or equitable actions against the defaulting party, the defaulting party shall be liable to the non -defaulting party for the non -defaulting party's reasonable attorney fees and costs incurred because of the default. 14 15. Notices All notices under this Agreement shall be effective when mailed, postage prepaid and sent to the following addresses: Professional: MPO City of Fort Collins THE MPO Purchasing Department Attn: Crystal Hedberg Po Box 580 419 Canyon Ave Ste 300 Fort Collins, CO 80522 Fort Collins, CO 80521 16. General Provisions. a. Complete Agreement. This Agreement, its attachments, the MPO's Request for Proposal and the Company's Response to the Request for Proposal are the complete and exclusive statement of the agreement between the parties, which supersedes and merges all prior proposals, understandings and all other agreements, oral or written, between the parties relating to this Agreement. b. s Order of Precedence. In the event of any conflict or inconsistency among documents related to this Agreement, said conflict or inconsistency shall be resolved by giving precedence to the later dated document. Unless otherwise agreed to by both parties, document precedence shall be as follows: (1) the Software License Agreement; (2) the Request for Proposal; (3) the Company's response to the Request for Proposal. C. Amendment. This Agreement may not be modified, altered or amended except by written instrument duly executed by both parties, except that address for notice may be changed as provided in section 13. d. Waiver. The waiver or failure of either party to exercise in any respect any right provided for in this Agreement shall not be deemed a waiver of any further right under this Agreement. e. Severability. If any provision of this Agreement is invalid, illegal or unenforceable under any applicable statute, court decision or rule of law, it is to that extent to be deemed omitted. The remainder of the Agreement shall be valid and enforceable to the maximum extent possible. f. Survival. All provisions of this agreement that by their nature would reasonably be expected to continue after the termination of this Agreement will survive the termination of this Agreement.' g. Governing Law. This Agreement and performance hereunder shall be governed by the laws of the State of Colorado. Venue for any cause of action arising hereunder shall be in Larimer County, Colorado. h. Read and Understood. Each party acknowledges that it has read and understands this Agreement and agrees to be bound by its terms. 15 THE NORTH FRONT RANGE TRANSPORTATION AND AIR QUALITY PLANNING COUNCIL (MPO) Cliff Davidson, Executive Director [Insert Corporation's name] or [Insert Partnership name] or [Insert individual's name] Doing business as [insert name of business] By: PRINT NAME CORPORATE PRESIDENT OR VICE PRESIDENT Date: ATTEST: (Corporate Seal) CORPORATE SECRETARY STATE OF COLORADO ) ss. COUNTY OF ) The foregoing instrument was subscribed, sworn to and acknowledged before me this day of , 200 , by [as of .] My commission expires: (S E A L) Notary Public 16 EXHIBIT "A" Statement of Work 17 EXHIBIT `B " Implementation and Payment Schedule 18 7079Accounting Software- NFRMPO PROJECT DESCRIPTION INTRODUCTION: The NFRMPO is responsible for long range transportation planning activities throughout northern Colorado. The North Front Range Metropolitan Planning Organization (NFRMPO or MPO) is an organization of fifteen local governments that is responsible for long range transportation planning in the North Front Range of Colorado. Members of the MPO are Fort Collins, Greeley, Loveland, Timnath, Berthoud, Windsor, Johnstown, Milliken, Evans, Eaton, Severance, Garden City, LaSalle, and Weld and Larimer Counties. The Colorado Department of Transportation (CDOT) and the State Air Quality Control Commission (AQCC) are also members. The NFRMPO works on a regional scale that covers approximately 600 square miles. GENERAL INFORMATION: This Request for Proposal is to select a firm to provide software, implementation and training for an updated financial management system. The NFRMPO currently has 3 concurrent licenses to use Quickbooks Premier Edition 2006 for it's accounting and financial needs. The areas to be addressed are general ledger, accounts payable, accounts receivable/billing, bank reconciliation, budgeting, encumbrances, grant administration, purchase orders, and forms design. Desired implementation date in January 1, 2010. PROPOSAL SUBMITTAL The North Front Range MPO shall not reimburse any firm for costs incurred in the preparation and presentation of their proposal packages. Submittals must include: 1) Company history, including financial statements, time in the business, and experience with software described in the project scope. 2) The name of the company representative responsible for providing additional information if requested by NFRMPO 3) References from two or more governmental entities, which have used you company for similar software installation and support services within the last two years. Include contact names and phone numbers. 4) A written description of software and related support. (Where integration is requested, describe how the module integrates with other modules.) 5) Describe how your software could integrate with NFRMPO's Microsoft CRM customer database. 6) Pricing 7) Please include in your response you proposal time schedule for implementation The proposal package must be signed by a duly authorized representative of the firm. Such signature shall include the individual's title. EXHIBIT "C " Pricing Quotation 19 EXHIBIT "D " Software Maintenance Agreement 20 SOFTWARE MAINTENANCE AGREEMENT This Software Maintenance Agreement ("Agreement") is entered in to by and between The North Front Range Transportation and Air Quality Planning Council and , hereinafter ("Company"), and shall be effective on the date signed by the MPO: 1. Scope of Agreement. a. General. Company agrees to provide the MPO standard maintenance, on - site support, and training services for the computer programs and user manuals listed below (collectively "Software") and regular upgrades including enhancements and user manuals. b. Software. This agreement covers the software described in Exhibit "A" of the Software License Agreement between the MPO of Fort Collins, Colorado and Company dated Company shall provide updates to the software as required in order that the software reflects current federal and state laws or requirements of the federal or state government or federal or state regulatory agencies. C. User Manuals. When this agreement refers to "User Manuals," it shall include any user manuals which are designed for the software and any user manuals listed in Exhibit "A" and all manuals provided to users for the software listed above. At least three (3) user manuals shall be provided in paper format and one (1) in CD format. The user manuals shall be updated with each new release of the software and shall be update at least annually. 2. Term This Agreement shall be effective for one year from the effective date, and may be shall automatically renew for up to four additional one year periods unless sooner terminated as provided herein. Such renewals shall be subject to sufficient funds being appropriated annually by the MPO which appropriations are in the MPO's sole discretion. 3. Standard Maintenance Services Scope of Services. During the term of this Agreement, Company will provide the MPO the following Standard Maintenance Services for the Software: a. Corrections of substantial defects in the Software so that the Software will operate as described in the user manuals listed above, as modified by the MPO's Specifications, set forth in Exhibit "A" of the Software License Agreement. 21 b. Periodic updates of the Software that may incorporate (A) corrections of any substantial defects; (B) fixes of any bugs; (C) enhancements to the Software; and (D) upgrades to user manuals as sets out above. c. Telephone support, including dial -up support, between the hours of 7:00 a.m. to_7:00 p.m. Central Time, Monday through Friday, excluding MPO holidays, to assist MPO in using the Software. d. In the event of emergencies, or systems failures caused by Company's software upgrades which occur outside of the designated. support hours established by Section 3(c), telephone support, including dial -up support, twenty-four (24) hours per day, seven (7) days per week for the term of the Agreement. e. Maintenance at Company's office of a test version, including a test database, for the most recent version of the MPO's Software. . 4. On -Site Support Company, upon receipt of a written request from the MPO, will provide MPO On -Site Support at a mutually agreed time. The MPO agrees to pay Company's costs associated with the provision of on -site support, including charges for (i) Company's personnel; (ii) charges for travel, lodging and miscellaneous expenses (if personnel must travel more than 75 miles) in accordance with MPO guidelines for travel expenses; and (iii) applicable taxes. 5. Training Upon receipt of a written request from the MPO, Company will provide Training at a mutually agreed time at the offices of the MPO, unless the MPO agrees to receive the Training elsewhere. The MPO agrees to pay Company all costs associated with this Training in accordance with costs reflected in Exhibit "C", Pricing Quotation, including (i) charges for Company's personnel, which may include a surcharge for training conducted at the MPO's location; (ii) charges for travel, lodging and miscellaneous (if personnel must travel more than 75 miles) in accordance with the MPO guidelines for travel expenses; and (iii) applicable taxes. 6. Maintenance Fee a. Warranty Period. Company will not charge the MPO any Maintenance Fee for the Warranty Period, as defined in the MPO's Software License Agreement for the Software. b. Amount of Fee. The MPO agrees to pay Company an annual Maintenance Fee, the amount set forth in Exhibit "C", Pricing Quotation for Standard Maintenance Services provided by Company pursuant to this Agreement. The amount charged for these services shall not increase by more than five (5) percent from one year to the next, in the event of renewal. 7. Payment Terms The MPO agrees to pay Company by thirty (30) days after receipt by the MPO of invoices for agreed upon fees. OX 8. Obligations Of the MPO a. The MPO Contact. The MPO shall notify Company of the MPO's designated MPO Contact. To the maximum extent practicable, the MPO's communications with Company will be through the MPO Contact. b. Installation. The MPO agrees to install all corrections of substantial defects, minor bug fixes and updates, including any enhancements, for the Software in accordance with the instructions and in order of receipt from Company. C. Facility and Personnel Access. The MPO agrees to grant Company reasonable access to the MPO's facilities and personnel concerned with the operation of the Software to enable Company to provide services. d. No Modification of Software. The MPO agrees not to modify, enhance or otherwise alter the Software, unless and only to the extent such modification, enhancement or other alteration is specifically authorized in the user manuals identified in this Agreement or through the consent of Company. e. Error Documentation. Upon detection of any error in the Software, the MPO, as requested by Company, agrees to provide Company a listing of output and any other data, including databases and backup systems, which Company reasonably may request in order to reproduce operating conditions similar to those present when the error occurred. 9. Termination The MPO shall have the right to terminate this Agreement at any time upon giving thirty (30) days notice to Company. Upon termination, the MPO shall be entitled to a pro rata refund. Company shall have the right to terminate this Agreement and all services provided pursuant to this Agreement (1) upon termination of the IVIPO's Software License Agreement by either party for any reason; and (ii) if the MPO violates any provision of this Agreement and the MPO fails to cure such violation within fifteen (15) days after receipt of written notice from Company. 10. Indemnification Company shall indemnify and hold harmless the MPO, its officers, agents and employees against and from any all actions, suits, claims, demands or liability of any character whatsoever arising out of, resulting from, or occurring in connection with the performance of any services hereunder. 11. Insurance Company agrees to maintain workers' compensation and employer's liability insurance at the statutory limits. Company will also maintain a commercial general liability policy in the amount of $500,000.00 per occurrence; $1,000,000.00 aggregate' $1,000,000.00 products and completed operations aggregate 23 12. Source Code The uninterrupted availability of the Software is critical to MPO in the operation of its business. Company agrees to provide the source code to the Information Services Director of MPO. 13. Force Majeure Neither party shall be in default or otherwise liable for any delay in or failure of its performance under this Agreement if such delay or failure arises due to any act of God, any acts of the common enemy, the elements, earthquakes, floods, fires, epidemics, riots, failures or delay in transportation or communications; provided, however, that lack of funds shall not be deemed to be a reason beyond a party's reasonable control. The parties will promptly inform and consult with each other as to any of the above causes, which in their judgment may or could be the cause of a delay in the performance of this Agreement. 14. Default Each and every term and condition hereof shall be deemed to be a material element of this Agreement. In the event either- party should fail or refuse to perform according to the terms of this agreement, such party may be declared in default thereof. 15. Remedies In the event a party has been declared in default, such defaulting party shall be allowed a period of ten (10) days within which to cure said default.- In the event the default remains uncorrected, the party declaring default may elect to (a) terminate the Agreement and seek damages; (b) treat the Agreement as continuing and require specific performance; or (c) avail himself of any other remedy at law or equity. If the non - defaulting party commences legal or equitable actions against the defaulting party, the defaulting party shall be liable to the non -defaulting party for the non -defaulting party's reasonable attorney fees and costs incurred because of the default. 16. Notices All notices under this Agreement shall be effective when mailed, postage prepaid and sent to the following addresses: Professional: MPO: With Copy to: THE MPO City of Fort Collins Attn: Attn: Purchasing Address 419 Canyon Ave Ste 300 PO Box 580 City, ST Zip Fort Collins, CO 80521 Ft Collins, CO 80522 24 17. General Provisions. a. Complete Agreement. This Agreement, its attachments, the MPO's Request for Proposal and the Company's Response to the Request for Proposal are the complete and exclusive statement of the agreement between the parties, which supersedes and merges all prior proposals, understandings and all other agreements, oral or written, between the parties relating to this Agreement. b. Order of Precedence. In the event of any conflict or inconsistency among documents related to this Agreement, said conflict or inconsistency shall be resolved by giving precedence to the later dated document. Unless otherwise agreed to by both parties, document precedence shall be as follows: (1) the Software License Agreement; (2) the Request for Proposal; (3) the Company's response to the Request for Proposal. C. Amendment. This Agreement may not be modified, altered or amended except by written instrument duly executed by both parties, except that address for notice may be changed as provided in section 13. d. Waiver. The waiver or failure of either party to exercise in any respect any right provided for in this Agreement shall not be deemed a waiver of any further right under this Agreement. e. Severability. If any provision of this Agreement is invalid, illegal or unenforceable under any applicable statute, court decision or rule of law, it is to that extent to be deemed omitted. The remainder of the Agreement shall be valid and enforceable to the maximum extent possible. f. Survival. All provisions of this agreement that by their nature would reasonably be expected to continue after the termination of this Agreement will survive the termination of this Agreement. g. Governing Law. This Agreement and performance hereunder shall be governed by the laws of the State of Colorado. Venue for any cause of action arising hereunder shall be in Larimer County, Colorado. h. Read and Understood. Each party acknowledges that it has read and understands this Agreement and agrees to be bound by its terms. 25 THE NORTH FRONT RANGE TRANSPORTATION AND AIR QUALITY PLANNING COUNCIL (MPO) Cliff Davidson, Executive Director PROFESSIONAL: Title: STATE OF COLORADO ) ss. COUNTY OF ) The foregoing instrument was subscribed, sworn to and acknowledged before me this day of 9200 , by [as of .] My commission expires: (S E A L) Notary Public 26 EXHIBIT E - Federal Patent and Rights in Data 37 C.F.R. Part 401,49 C.F.R. Parts 18 and 19 The FTA patent clause is substantially similar to the text of 49 C.F.R. Part 19, Appendix A, § 5, but the rights in data clause reflects FTA objectives. For patent rights, FTA is governed by Federal law and regulation. For data rights, the text on copyrights is insufficient.to meet FTA's purposes for awarding research grants. This model clause, with larger rights, as a standard, is proposed with the understanding that this standard could be modified to FTA's needs. CONTRACTS INVOLVING EXPERIMENTAL, DEVELOPMENTAL, OR RESEARCH WORK. A. Rights in Data. (1) The term "subject data" means recorded information, whether or not copyrighted, that is delivered or specified to be delivered under this Agreement. The term includes graphic or pictorial delineation in media such as drawings or photographs; text in specifications or related performance or design -type documents; machine forms such as punched cards, magnetic tape, or computer memory printouts; and information retained in computer memory. Examples include, but are not limited to: computer software, engineering drawings and associated lists, specifications, standards, process sheets, manuals, technical reports, catalog item identifications, and related information. The term "subject data" does not include financial reports, cost analyses, and similar information incidental to contract administration. (2) The following restrictions apply to all subject data first produced in the performance of the contract to which this Attachment has been added: (a) Except for its own internal use, Professional may not publish or reproduce subject data in whole or in part; or in any manner or form, nor may Professional authorize others to do so, without the written consent of the Federal Government, until such time as the Federal Government may have either released or approved the release of such data to the public; this restriction on publication, however, does not apply to any contract.with an academic institution. (b) In accordance with 49 C.F.R. 18.34 and 49 C.F.R. 19.36, the Federal Government reserves a royalty -free, non-exclusive and irrevocable license to reproduce, publish, or otherwise use, and to authorize others to use, for "Federal Government purposes," any subject data or copyright described in subsections (2)(b)l and (2)(b)2 below. As used in the previous sentence, "for Federal Government purposes," means use only for the direct purposes of the Federal Government. Without the copyright owner's consent, the Federal Government may not extend its Federal license to any other party. 1. Any subject data developed under this Agreement, whether or not a copyright has been obtained; and 2. Any rights of copyright purchased by Professional using Federal assistance in whole or in part provided by FTA. 27 (c) When FTA awards Federal assistance for experimental, developmental, or research work, it is FTA's general intention to increase transportation knowledge available to the public, rather than to restrict the benefits resulting from the work to participants in that work. Therefore, unless FTA determines otherwise, Professional performing experimental, developmental, or research work required by this Agreement agrees to permit FTA to make available to the public, either FTA's license in the copyright to any subject data developed in the course of that contract, or a copy of the subject data first produced under the contract for which a copyright has not been obtained. If the experimental, developmental, or research work, which is the subject of the underlying contract, is not completed for any reason whatsoever, all data developed under that contract shall become subject data as defined in subsection (a) of this clause and shall be delivered as the Federal Government may direct. This subsection (c), however, does not apply to adaptations of automatic data processing equipment or programs for Professional's use whose costs are financed in whole or in part with Federal assistance provided by FTA for transportation capital projects. (d) Unless prohibited by state law, upon request by the Federal Government, the MPO and Professional agree to indemnify, save, and hold harmless the Federal Government, its officers, agents, and employees acting within the scope of their official duties against any liability, including costs and expenses, resulting from any willful or intentional violation by the MPO or Professional of proprietary rights, copyrights, or right of privacy, arising out of the publication, translation, reproduction, delivery, use, or disposition of any data furnished under that contract. Neither the MPO nor Professional shall be required to indemnify the Federal Government for any such liability arising out of the wrongful act of any employee, official, or agents of the Federal Government. (e) Nothing contained herein shall imply a license to the Federal Government under any patent or be construed as affecting the scope of any license or other right otherwise granted to the Federal Government under any patent. (f) Data developed by Professional and financed entirely without using Federal assistance provided by the Federal Government that has been incorporated into work required by the underlying contract to which this Attachment has been added is exempt from the requirements of subsections (b), . (c), and (d) of this clause, provided that Professional identifies that data in writing at the time of delivery of the contract work. (g) Unless FTA determines otherwise, Professional agrees to include these requirements in each subcontract for experimental, developmental, or research work financed in whole or in part with Federal assistance provided by FTA. (3) Unless the Federal Government later makes a contrary determination in writing, irrespective of Professional's status (i.e., a large business, small business, state government or state instrumentality, local government, nonprofit organization, institution of higher education, individual, etc.), the MPO and Professional agree to take the necessary actions to provide, through FTA, those rights in that invention due the Federal Government as described in U.S. Department of Commerce regulations, "Rights to Inventions Made by Nonprofit Organizations and Small Business Firms Under Government Grants; Contracts and Cooperative Agreements," 37 C.F.R. Part 401. 28 !/ PROJECT BACKGROUND Information about North Front Range MPO Number of funds maintained Number of programs Current financial systems provided by: Current chart of account configuration: Accounts Payable Invoices processed annually: Checks written Accounting staff Purchasing staff REQUESTED INFORMATION 10 15 Quickbooks Premier Edition 2006 XXXX.XXXX $2,600,000 annually (excluding payroll) 3,000-4,000 20-25/week (excluding payroll) Financial specialist-1 Financial manager-1 purchasing agent — 1 General Description Description of your software as it relates to various Module Specifications Implementation Strategy Desired implementation date is January 1, 2010. Provide information on how modules would be implemented, including conversion of current data, system and acceptance testing, initial user training, number of personnel provided by the company, and any other pertinent information. Support Procedures and Capabilities Describe procedures for on -going support of the product, training of personnel, and availability of any user's groups. Standard Software Agreement NFRMPO proposes to use our Standard Software Agreement (attached). MODULE SPECIFICATION General System Requirements 1) Automatic periodic file back ups 2) Recovery routines for hardware failures 3) Simultaneous access by multiple users 4) Interactive, on line data entry 5) On line error checking with informational messages 6) Automated conversion of data from old system to new system 7) Ease of use features such as automatic duplication of repeating data entry items including account distributions and descriptions 8) Standardized screen handling for consistency of all data entry functions 9) Interface to allow upload/download of information 10) Audit trails of all transactions 11) Future and back dated entry capabilities as defined by user. 2 (4) Professional agrees to include these requirements in each subcontract for experimental, developmental, or research work financed in whole or in part with Federal assistance provided by FTA. B. Patent Rights: (1) If any invention, improvement, or discovery is conceived or first actually reduced to practice in the course of or under this Agreement, and that invention, improvement, or discovery is patentable under the laws of the United States of America or any foreign country, Professional agrees to take actions necessary to provide immediate notice and a detailed report to the party at a higher tier until FTA is ultimately notified. (2) Unless the Federal Government later makes a contrary determination in writing, irrespective of Professional's status (a large business, small business, state government or state instrumentality, local government, nonprofit organization, institution of higher education, individual), Professional agrees to take the necessary actions to provide, through FTA, those rights in that invention due the Federal Government as described in U.S. Department of Commerce regulations, "Rights to Inventions Made by Nonprofit Organizations and Small Business Firms Under Government Grants, Contracts and Cooperative Agreements," 37 C.F.R. Part 401. (3) Professional agrees to include the requirements of this clause in each subcontract for experimental, developmental, or research work financed in whole or in part with Federal assistance provided by FTA. 29 Support Documentation 1) What documentation do you provide: 2) Are there additional costs for documentation? (vs. cost included as standard) Vendor Support 1) Describe the company's support and cost 2) Does the company provide user support 3) How does the company license the software (e.g., number of users, etc?) 4) Does the company provide toll -free telephone support? 5) What are the hours of support? Upgrades 1) How long after an operating system release before the company upgrades its software for compatibility? 2) Specify if previous software releases are still supported by the company. 3) Specify how many versions are supported. 4) What are the costs for upgrades? Training 1) Describe the standard training service 2) How much time to install 3) Specify any needs the company will have of the ICS staff during installation 4) Specify who implements the system after installation 5) Describe data conversion services and costs 6) How much will each individual client license cost Reporting 1) Reports to screen and printer 2) On live inquiry for both account totals and transaction detail (drill down) 3) Standard reports and on line inquiry which provide prior, current and future fiscal year reporting 4) Project to life reporting 5) Combine data from multiple modules for reports 6) Use pull -down menus and dialog boxes to select data Ability to customize repeated tasks Security/Audit 1) Does the product have screen -level security? 2) Does the product have field -level security? 3) Describe the audit trail process 4) Menus shows only granted accesses to. users General Ledger 1) Chart of Accounts flexibility in both structure and terminology -Describe 2) On-line account distribution verification 3) How are account distributions added, deleted and/or changed? 4) Is the Chart of Accounts maintained and visible on line 5) Maintain active, inactive, and restricted accounts 6) Accounting periods left open for undefined length of time 7) Ability to post to any period not closed or inactive 8) Complete interface to Accounts Payable, Accounts Receivable, Cash Receipts, Bank, Purchasing 9) Provide automated controls to ensure that all subsidiary ledgers are in balance with the general ledger 10) Must support multiple fiscal, years 11) Supports how many years of history? 12) Explain budgetary control checking procedures 13) Multiple budget control levels for different areas 14) Allow user defined budget transfers, with certain users having override capabilities 15) Multiple entry lines on a screen with a balancing total 16) Support posting of recurring journal entries 17) Support unlimited number of account distribution lines on each journal entry 18) Identifications of entries from outside modules. (Payables, cash receipts, receivables, etc.) 19) Reversal of accruals or posted entries 20) Posting to past, current or future periods/years 21) Meets GAAP,GAAFR,GASB,FASB, and other industry standards 22) Does the product support multiple basis of accounting including both cash and accrual? 23) Prior year encumbrance roll -forward with budget adjustments 24) Automatic roll of accounts from year to year, including carrying over of encumbrances Check Reconciliation 1) Integrated with the General Ledger Module. 2) Management of handwritten, void, reversed, canceled, stale dated, and stop payment checks 3) Varied levels of detail selections required, (Check number or payee, etc.) 4) Audit trails for all transactions and updates 5) On-line access to detail and summary level check information Accounts Payable & Cash Disbursements 1) Maintain an unpaid invoice and credit memo file by vendor. Status change should be automatically interfaced, once invoice or credit memo has been authorized for payment/use. System should allow ability to run automatic or as needed reports on a variety of sort mechanisms. System suppresses printing of zero and/or negative amount checks. 2) Match unpaid invoices to purchase orders on file. 3) Allow users to close and unencumber funds based on user security level, type of purchase order, date or other field selections 4 4) Automatically default to create checks with all invoices to one vendor or allow specific invoices to be paid separately on another check. 5) Allow partial payment of invoices 6) Allow debiting/crediting accounts other than expense accounts 7) Distribute costs to specified account distributions. 8) Produce batch run checks and manual checks and integrate into Fund Accounting System and check/reconciliation system 9) Ability to void checks including the creation of entries required to process correct journal entry, reinstate invoice to payable status, re -encumber purchase order and report check number as void on check reconciliation system. 10) Provide on-line inquires of vendor by name or vendor number of payment history based on numerous flexible selection criterion. i.e.: Invoices, checks, dollar volume, account distribution, etc. 11) Identify duplicate payments to vendors prior to payment. Allow user to change invoice field upon duplicate notification or allow override to keep invoice on hold until research processed. 12) Have a screen which will allow users to enter invoice number and/or vendor number to search for status of invoice. 13) Edit data entry for valid: a) Account distribution b) Vendor number c) Purchase order number 14) When vendor number is entered, screen should display vendor name for verification 15) Allow for "one time vendor" or temporary vendor 16) Allow creation of new vendors within processing new payable information without loss of entered data 17) Ability to record 1099 data on vendor. Ability to set vendor with correct 1099 code 18) All 1099 data should be able to be accessed on a trial or post status and meet all applicable reporting requirements 19) Capability to accrue to prior period at close of year 20) Have reporting based on dates and processes including balancing, aging and cash flow projection. 21) Ability to issue payments from non purchase order and interface to General Ledger. 22) Audit trail of transactions 23) Hierarchical on line approval processing 24) Integrated work flow processing 25) System will accommodate any check format 26) Supports multiple vendor addresses 27) Purge process for vendors 28) Transaction occurs on line and creates all offsetting accounting entries. 29) Allow unlimited invoice line items. 30) Track unlimited account distributions 31) On line check inquiry on both permanent and temporary vendors 32) System should have the ability to scroll forward and backward Accounts Receivable and Billing 1) Flexible interface to the General Ledger and the Cash receipts system with detail posting of distribution amounts, discount amounts and net amounts 5 2) Interface to Cash Receipting system. Payments applied to multiple methods such as a specific invoice or oldest existing invoices. 3) Interface to Accounts Payable module for refunds 4) Audit trails with adequate transactional tracking methods 5) On-line help 6) Miscellaneous transaction and receipt processing 7) System assigned. invoice numbers 8) Maintain detailed history of all activity by customer name and account distribution. 9) Billing code maintenance (Once billing code amount is changed all subsequent ledgers and general ledger 10) Allow recurring billing 11) Identify customers by name, customer identifier purchase order identifier, and/or document reference identifier 12) On-line inquiry by account distribution, customer ID, customer name, invoice number and address 13) Reporting capabilities to obtain detail, summary, aging or billings in multiple formats such as customer name, account distribution, invoice number or address 14) Flexible billing periods 15) Transactions on-line including history 16) Provide balancing mechanisms between subsidiary Transactions processed both interactively and batch processes for both billing and cash receipts. 17) Multiple reporting periods open 18) Maintain customer information on-line and real time 19) User defined payment terms to calculate due dates and discount amount 20) Allow prepayments, credit memos and debit memos 21) Create partial payment or deductions when receipt is less than item amount 22) Write off capabilities Cash Receipts 1) Describe input screen for cash transactions 2) Interfaces to General Ledger, Accounts Receivable, Accounts Payable 3) Audit trail of all transactions 4) Varied user security levels with override capabilities 5) Valid user ID and password to access system services 6) Report writing capabilities including both detail and summary transactions reports 7) On demand transaction total reports 8) Allow acceptance of various types of tender 9) Allow one or more transactions to be processed 10) Process more than one transaction with one type of tender 11) Partial and over payment processing 12) Print check register listing individual checks with the total number and amount of all checks from a point in time 13) Void processing capabilities 14) Unlimited transaction processing with on line interface 15) Validate transactions on line including data check 16) Interface to Accounts Payable for refund processing 17) Revenue comparison reporting including historical data 18) On line transaction inquiry including historical transactions 0 19) Multiple financial periods open 20) Bank deposit slip printing 21) Allows Recurring PCI compliant credit card billing General Budgeting 1) Interface with the general ledger system 2) Ability to apply budget parameters to develop target budgets by department or program 3) Provide the ability to generate reports that include all major categories of expenses and . revenue 4) Maintain data for each phase or version in the budget process 5) Associate narrative comments with records in the budget system (by account or major category) for analysis and review purposes 6) Ability to access original budget and identify changes made subsequent to adoption for analysis, review and reporting 7) View or report detail transactions which change the adopted budget (audit trail) 8) Provide easy access to historical data for budget development, analysis and reporting. 9) Allow for choice of level of detail for entry (department, division, program, line item, and project. 10) Provide level of security for department entry and reading 11) Report by specified levels (fund, department, division) 12) Pull data into spreadsheet, graphic or word processing software 13) Support multiple budget scenarios by fund. 14) Provide the capability of rolling any one of the budget scenarios into the final adopted budget. 15) Develop budgets at' a summary level (e.g., by fund, department, program). 16) Maintain several prior years history for actual and budget for reports and analysis 17) Support two year budgeting, allowing identification of each year within the biennium. Two Year Budgeting 1) Describe how development of a two (2) year budget can be accomplished in the system. 2) Identify any limitations related to the second year of the two year budget. 3) Develop budget request for both years simultaneously 4) Create reports for both years 5) Capability to make changes to both years or either year during budget development and during budget implementation 6) Provide the same budget development tool and capabilities for the two year budget as for the first year. The system should provide full capability for budget development for the second year as it does for the first. Integration -Optional NFRMPO needs an accounting package that could integrate with Microsoft Dynamics CRM. To accommodate these, the accounting package must have an integration scheme compatible with Microsoft CRM as well as a SQL -accessible data structure to communicate with user's online payment system. 7 The CRM integration would accommodate at least the following automatic data transfers: 1) Microsoft CRM Accounts and Contacts to Accounting Package Customers 2) Microsoft CRM Customer Addresses to Accounting Package Customer Addresses 3) Accounting Package Customers to Microsoft CRM Accounts or Contacts 4) Accounting Package Customer Addresses to Microsoft CRM Customer Addresses To communicate with online payment, the following data must be accessible via SQL and adequate performance: 1) Customers (new and modified since a given date) 2) Invoices (new and modified since a given date) 3) Payments (new and modified since a given date) Pricing 1) Describe if pricing is by number of users, number of modules, or other method. 2) Using the above information, please give prices for modules the company can provide. 3) Provide prices for any computer hardware and related equipment needed to operate the system. 4) Typical conversion costs for current data 5) Installation and implementation costs 6) General schedule for support and other available services I Bli/:1 Rut I! [/)gy-11►117_\1.'/_11 R 1� It is the intent of the NFRMPO to select a firm and to enter into a Services Agreement to provide the services described herein. Sample included. A NFRMPO review team will rank the proposals based on the NFRMPOs' procedures for the review of professional firms. We will set up a meeting with the first preference. The Professional (Work Order) Services Agreement will be in full force and effect for the life of the project. 01'J:\i/ DI The NFRMPO office is located in Fort Collins, Colorado and travel expenses should be included in the proposal. There is a limited budget for projects, so travel expenses should be considered carefully.