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LACCD SIS RFP - 2010

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					                      REQUEST FOR PROPOSALS (RFP) NO. 10-16

                   DISTRICT-WIDE STUDENT INFORMATION SYSTEM (SIS)




PROPOSED RFP TIMELINE

NOTE: ALL DATES SUBJECT TO CHANGE AT DISTRICT’S SOLE DISCRETION


ISSUED:                                  August 16, 2010

MANDATORY PRE-PROPOSAL                   August 30, 2010, 10:30 a.m. to 1:00 p.m.
CONFERENCE:

WRITTEN QUESTIONS DEADLINE:              September 10, 2010

PROPOSALS DUE:                           September 17, 2010 at 2:00 p.m. PST

PROPOSALS TO BE SUBMITTED TO:            Los Angeles Community College District
                                         Attn: Contracts Office
                                         770 Wilshire Blvd., 6th Floor
                                         Los Angeles, California 90017

ORALS PRESENTATIONS:                     Software Vendors: Oct. / Nov., 2010
                                         Systems Implementation Vendors: Jan. / Feb., 2011

CONTRACT NEGOTIATIONS:                   April / May, 2011

ANTICIPATED AWARD:                       May / June, 2011

ANTICIPATED START:                       July / August, 2011




      ________________________________________________________________________________________
                               Los Angeles Community College District, Contracts Office, 6th Floor,
                                   770 Wilshire Boulevard, Los Angeles, California 90017-3856
                        Tel: (213) 891-2430                                          Fax: (213) 891-2490
                                                          Page 1 of 79
                                           I. INTRODUCTION


1.    General Purpose and Scope of RFP
This RFP is issued to solicit proposals from qualified, experienced, financially sound and responsible firms
for the purchase and implementation of an integrated web-based Student Information System (SIS). The
District is looking to acquire and install an integrated SIS that cost effectively better meets the current and
future needs of the District headquarters and its nine community colleges:

         •      East Los Angeles College
         •      Los Angeles City College
         •      Los Angeles Harbor College
         •      Los Angeles Mission College
         •      Los Angeles Southwest College
         •      Los Angeles Trade-Technical College
         •      Los Angeles Valley College
         •      Pierce College
         •      West Los Angeles College

This RFP is focused on identifying qualified SIS packages and associated systems implementation solutions
to move forward with a modern approach to meeting its student information needs. Systems implementation
(SI) solutions can be proposed by software vendors or independent firms that implement any of the proposed
student information systems.

This Request for Proposal (RFP) solicits responses from qualified enterprise ERP vendors and their
authorized business partners for the sizing, design, configuration, provisioning and implementation of all
services necessary to host LACCD’s new SIS.

The District prefers to consider only tightly integrated, comprehensive solutions. However, the District will
accept software only proposals, systems implementation only proposals, and proposals that include both
software and systems implementation services. As a result, the District may choose to award to a single
vendor who can provide both a software solution and systems implementation services or a single software
vendor and a single systems implementation vendor who shall work together to deliver a comprehensive SIS
solution to the District. Systems Implementation vendors who propose themselves as “Prime Contractor”
vendors for the LACCD SIS implementation must be either a consulting arm of the software vendor or be
part of a formal ‘business partner’ program where they have access to product training and support from their
associated software vendor. Systems Implementation proposals from independent vendors without this type
of formal relationship with the associated software vendor will be rejected.

All proposing vendors need to understand that LACCD will select the total solution that best meets its needs.
LACCD’s selected total solution will be the combination of a SIS software suite proposal COMBINED with
a systems implementation proposal that TOGETHER best addresses LACCD’s needs. For example, if a
software proposal is evaluated to have a higher score than all other software proposals, it may still not be
selected as the best total solution – the ‘best solution’ will be the total solution that is evaluated to be the best
combination of software and systems implementation proposals.



        ________________________________________________________________________________________
                                 Los Angeles Community College District, Contracts Office, 6th Floor,
                                     770 Wilshire Boulevard, Los Angeles, California 90017-3856
                          Tel: (213) 891-2430                                          Fax: (213) 891-2490
                                                            Page 2 of 79
LACCD’s timeline is to have software and systems implementation services contracts negotiated and signed
by the first half of 2011. The final project timeline will be determined through discussions with proposing
systems implementation firms. LACCD’s plan is to begin implementation at the date above (see cover page).

        1.1     About the District
The District is one of the largest community college districts in the nation, with nine (9) campuses serving
more than 200,000 students. The District is governed by an elected seven-member Board of Trustees (elected
at large for four year terms), and is part of the statewide California Community College system. The District
was organized in 1969 and serves a population of several million residents in over one hundred cities,
dispersed over an area of 884 square miles in metropolitan Los Angeles. The District extends from Agoura
Hills in the west San Fernando Valley to the City of San Fernando in the north and Monterey Park to the
east. The service area includes Culver City on the west side of the greater Los Angeles basin; Monterey Park
and San Gabriel on the east side as well as Palos Verdes Estates and San Pedro to the south.

The mission of the District is to provide comprehensive lower-division general education, occupational
education, transfer education, counseling and guidance, community services, and continuing education
programs which are appropriate to the communities served and which meet the changing needs of students
for academic and occupational preparation, citizenship, and cultural understanding. The Western
Association of Schools and Colleges accredits each of the nine colleges.

The colleges range in size from 22 to over 450 acres. College facilities include newly constructed classroom
buildings, outdated structures that are over 50 years old, as well as parking areas, maintenance yards, athletic
fields and gymnasiums. Technology Infrastructure at each college across the District is being enhanced for
interoperability along with Enabling Technologies and Applications that create a learning environment
conducive to the needs of students for the foreseeable future.

In 2008-2009, the LACCD served 109,930 Full-Time Equivalent Students (FTES). Information on the
LACCD’s annual FTES is available in the Allocation Reports, Appendix E – Recalculation Apportionment,
which can be viewed at the California Community Colleges website at
http://www.cccco.edu/ChancellorsOffice/Divisions/FinanceFacilities/FiscalServices/AllocationsSection/App
ortionmentReports/tabid/329/Default.aspx.

The reported FTES for the nine Los Angeles Community Colleges for 2008-2009 is as follows:

               East Los Angeles College                        23,158
               Los Angeles City College                        15,184
               Los Angeles Harbor College                       7,466
               Los Angeles Mission College                      6,710
                      ITV (Part of Mission College)               425
               Los Angeles Southwest College                    5,723
               Los Angeles Trade-Technical College             13,178
               Los Angeles Valley College                      13,799
               Pierce College                                  16,079
               West Los Angeles College                         8,209
               TOTALS                                        109,931


        ________________________________________________________________________________________
                                 Los Angeles Community College District, Contracts Office, 6th Floor,
                                     770 Wilshire Boulevard, Los Angeles, California 90017-3856
                          Tel: (213) 891-2430                                          Fax: (213) 891-2490
                                                            Page 3 of 79
2.       Student Information System Overview

         2.1    Scope
The District has recently completed an initiative to review its overall student information system needs so
that it could develop a long term information and data strategy for its student systems. Three main options
were evaluated, including:
         1) Do nothing – maintain and enhance the current legacy SIS solution;
         2) Build a new SIS from scratch; or
         3) Purchase a vendor developed and supported student system.

The District- approved recommendation was to pursue Option 3 – Purchase a vendor developed and
supported Student Information System.

Moran Technology Consulting is the consulting firm that supported this analysis effort. The firm is helping
to develop this RFP, will also provide technical support to the evaluation submittal process. It is precluded
from submitting a proposal on this RFP.

The overall goal of this RFP is to acquire and install a new Student Information System that support the
District’s student services for the next 15 years or more. The functionality considered to be in scope for the
new SIS includes:

     •    Admissions & Recruitment
     •    Advising
     •    Career Services
     •    Course Scheduling and Curriculum
     •    Degree Audit (See Note Below)
     •    Data Warehouse (Reporting)
     •    Grading
     •    Registration
     •    Self-Service (Portal)
     •    Student Accounts
     •    Student Financial Aid
     •    Student Records

Note: The District is in the process of implementing DegreeWorks to meet its degree audit needs. The
District is open to deploying alternative degree audits software, if an acceptable rationale is identified.
The District has established a set of guiding principles to follow as LACCD purchases and implements a new
system and implements “Best Practices” business processes. These guiding principles are:

     •    Students, faculty and staff should have easy, real time, well supported electronic access (local and
          remote) to the data and information necessary to perform and manage their functions.
     •    We will maximize our use of new SIS SELF-SERVICE functionality.
     •    We will utilize continual improvement and best practices strategies to collaboratively develop
          COMMON student processes and data across the entire District, while still supporting the truly
          unique needs of our colleges.
     •    We will work as an integrated ‘SILO-FREE’ TEAM to solve the problems of our students, faculty,
          staff and institutions.
          ________________________________________________________________________________________
                                   Los Angeles Community College District, Contracts Office, 6th Floor,
                                       770 Wilshire Boulevard, Los Angeles, California 90017-3856
                            Tel: (213) 891-2430                                          Fax: (213) 891-2490
                                                              Page 4 of 79
•   We will strive to become a District that makes ‘EVIDENCE BASED’ decisions through the use of
    “easy to use” management reporting processes and technologies.
•   We will treat information as a strategic asset that is: COMMONLY DEFINED; electronically
    CAPTURED ONCE at its point of origin; and appropriately and securely SHARED, across the entire
    institution.
•   We will maximize our use of new SIS paperless/electronic capabilities and minimize printing
•   We will make MINIMAL customizations to the new SIS software that are not dictated by legislation
    and/or regulations – we will strive to RE-ENGINEER our processes when logical and appropriate to
    fit the software.
•   We will ensure that our new SIS solution is designed to give us the flexibility that is needed to
    address the new challenges that we can expect over the next 15-20 years.
•   We will establish a DECISION MAKING MODEL and DECISION DUE DATES to keep our
    project on time and on budget. If these due dates are not met, the delayed decision will immediately
    be escalated and made by executive management – the project will then move on.
•   We expect project participants to be responsible to manage project and personal calendars to allow
    FULL and ACTIVE participation – non-responsiveness or non-engagement to identified objectives
    and timelines implies agreement.

    2.2  Current Technical Environment
    A. Current Database Environment

    The existing Student Information (Core) System is running on an Rdb Database platform, in a
    clustered environment. Various other modules attached and/or integrated with the core system, use
    Microsoft SQL Server 2000 and 2005. The environment is also clustered.

    Web applications related to the SIS may have minimal portions of data on a SQL Server 2000
    database.

    The Degree Audit System uses a ‘run-time’ copy of ORACLE 10g.

    The SAP Financial and HR modules use a ‘run-time’ copy of ORACLE 10g.

    B. Current Hardware and Operating System Environments

    The current SIS is installed in an HP Superdome multi-server environment.

    The District’s SAN vendor is HP. The Storage Systems consist of HP EVA 5000 and HP P4500
    utilizing fiber channel and iSCSI storage.

    The existing SIS uses OpenVMS as its operating system. All SIS components and their data are
    stored in the Rdb database.

    The RDBMS environment is running in the HP Superdomes hardware as well.

    The Degree Audit software uses a combination of HP Integrity Blade Servers and Windows Blade
    Servers. It uses HP UX and Windows operating systems.

    The Class Scheduling System (PROTOCOL) is running in a Windows-Based Server.
    ________________________________________________________________________________________
                             Los Angeles Community College District, Contracts Office, 6th Floor,
                                 770 Wilshire Boulevard, Los Angeles, California 90017-3856
                      Tel: (213) 891-2430                                          Fax: (213) 891-2490
                                                        Page 5 of 79
C.     Identity Management Environment

The District supports a standards compliant LDAP directory and various Microsoft Active
Directories in addition to the OpenVMS security system, to support authentication, authorization and
role attribute authentication. LACCD’s intention is to utilize a combination of Microsoft and RedHat
security tools for application authentication and identity management.

D. Role Based Application Access Authorization Controls

In true role-based security, roles are mapped to certain permissions, and granting access to a user is
merely a function of assigning that user to a set of roles - the permissions then happen automatically.
The District currently uses role based security to provide authorization for the SAP Finance and
Human Resource applications. Based on a user’s role(s), they may be granted a set of permissions,
but the “granting activity” still occurs at a much more fine-grained level. The current SIS also uses a
simple ‘roles based’ approach, but it is not seen as a long-term solution. New applications should
provide a more robust roles authentication model.

The District plans on implementing a Continuous Improvement initiative that will move it towards
meeting these requirements, and any system proposed must support this initiative.

E. Integration Standards

The District is beginning to standardize on contemporary interoperability protocols
(XML/SOAP/WS-*) that enable loose coupling of application components. The intended direction is
toward a Service Oriented Architecture (SOA) that will enable the construction/consuming of
agnostic, reusable “services” that provide business logic and application functions. The end result is
a system that is agile, flexible and provides a disciplined standards-based technology framework for
the improvement of service delivery and support.

F. Current Student Information Systems
The Core SIS application is a home-grown application written in COBOL within an ACMS
transaction processing environment (TPE). The system is an online real time application.

LACCD has deployed a web-based Faculty portal for viewing rosters, recording grades and positive
attendance, performing exclusions, and doing early alerts, interfaces with the SIS core system and
database. These are locally written programs written in JavaScript with real-time interaction with the
SIS core system using TP Web Connector middleware.

LACCD has deployed a student web-based interface that provides functionality for students to view
their registration appointments, assessment placement, register for classes, view their schedules and
grades, view and pay their fees, and obtain unofficial transcripts, among other services. These are
vendor written scripts employing screen-scraping technology to communicate with the backend core
SIS programs.

A complete list of current system interfaces are included in Exhibit I.



________________________________________________________________________________________
                         Los Angeles Community College District, Contracts Office, 6th Floor,
                             770 Wilshire Boulevard, Los Angeles, California 90017-3856
                  Tel: (213) 891-2430                                          Fax: (213) 891-2490
                                                    Page 6 of 79
G. Job Scheduling

The District addresses Job Scheduling in two main environments: HP UX and Windows. Currently,
there are separate products used in each environment. LACCD has no strong desire to remain with
either of these products.
        • HP UX
                o Cron Job Scheduler (IT group)
                o AT function (End-user)
        • Windows
                o AT Scheduled Tasks

H. Backup / Recovery

Central Backup and Recovery is currently addressed through periodic full backups and incremental
backups of systems and data. Vendors shall recommend procedures for backup and recovery.
LACCD uses HP’s Data Protector product to provide high-performance backup and recovery. Vendor
shall state whether Data Protector can effectively be used to backup the proposed solution’s program
and data servers.

I. Disaster Recovery / Business Continuity

No disaster recovery services are required within the scope of this RFP.

J. Data Warehouse

The District currently has a data warehouse, based on SAP’s Business Warehouse/Business Objects,
for LACCD’s Finance and HR systems. A small percentage of legacy SIS data is stored in this
warehouse along with some pre-formatted reports. For the most part, reporting of legacy SIS data is
done through the FOCUS environment (from Information Builders, Inc.).

It is LACCD’s intention to continue to invest in its SAP Business Warehouse / data warehouse for
Student data from a new SIS system.

O. Portal Solution

The existing Portal environment is a website that provides students with self-service functions such
as online registration, bill payment, grades, unofficial transcripts, etc. Student access this portal via
links from the colleges websites and the main District website and authenticate with their student ID
as a username and a four-digit PIN as a password. This portal does not provide the social networking
or community resources that are standard in newer products. For example, there is no email, no target
messaging capabilities, no online chat rooms, or other applications of this type in the portal.

Currently, a portal also exists for faculty. This portal solution provides Faculty members with the
ability to submit their grades via this online interface. Other functionality includes, viewing class
rosters, performing exclusions, recording positive attendance hours and using the Early Alert function
to raise potential academic problems with students and staff.



________________________________________________________________________________________
                         Los Angeles Community College District, Contracts Office, 6th Floor,
                             770 Wilshire Boulevard, Los Angeles, California 90017-3856
                  Tel: (213) 891-2430                                          Fax: (213) 891-2490
                                                    Page 7 of 79
       For the purposes of responding to this RFP, Vendors should assume that the current student and
       faculty portal solution(s) will be replaced with software vendor’s portal solution, which will need to
       be included as part of the implementation phase of this project.

       2.3     Implementation Strategy
The District has reviewed the two most prevalent systems implementation approaches in the market:
   • A dedicated 'consultant team on the ground' model (i.e. a full-time project manager and functional
      and technical staff who are full-time at LACCD for the weeks/months that they have implementation
      and post implementation work to do).
   • A 'coaching model' (i.e. rotating vendor staff who come to campus a few days each month to teach
      and provide knowledge transfer to the client staff to show them how to perform implementation and
      post implementation). In this model, the client’s functional and technical staffs are responsible for
      implementing the solution.

LACCD does not have the available functional or technical staff to effectively utilize the ‘coaching model’.
As such, the District has decided that it must use the dedicated "consultant team on the ground" approach to
lead and drive the implementation, with support from the District employees selected for the SIS
implementation effort. Submissions that provide an approach that proposes a “coaching-type” model
will be rejected.

       Vendor proposals should recognize the diversity of stakeholders (students, faculty, college
administration, staff etc.,) that will be involved with the SIS implementation and recognize the need for
collaboration and shared governance in the process of implementing and supporting this project.
Secondarily, the District believes that implementing the proposed software using a “Pilot Approach” is the
best implementation strategy. It is anticipated that the pilot would involve a two-campus pilot approach,
supported by ‘swat teams’ of functional specialists from across LACCD.

The ‘swat team’ in each functional area will directly participate during the selection of software business
rules to help define common business rules for the entire district. These teams would conduct weekly
conference calls with their campus counterparts to review and refine the decisions that were made. Two
“pilot” campuses would test and rollout the configured pilot system. The remaining schools would quickly
follow the successful pilot campuses in deploying the new SIS software at their campuses. The pilot
campuses still need to be selected.

The following diagram shows LACCD’s initial thinking about how the new SIS will be deployed.




        ________________________________________________________________________________________
                                 Los Angeles Community College District, Contracts Office, 6th Floor,
                                     770 Wilshire Boulevard, Los Angeles, California 90017-3856
                          Tel: (213) 891-2430                                          Fax: (213) 891-2490
                                                            Page 8 of 79
In order for any implementation strategy to be successful in a cost effective manner, the nine colleges have
agreed to utilize common, “Best Practices”, student services processes. This should greatly simplify the
implementation and significantly reduce the associated implementation costs. The District has been working
with a consulting firm to develop common, “Best Practices” student services processes. The documentation
from this effort will be available to the Systems Implementer before the start of implementation.
The Systems Implementation vendor shall work with the District to address is state reporting during the
period after the two pilot campuses are live, but the remaining schools are still on the legacy SIS. The
District must continue to send consolidated reporting to the state, including the 320 (attendance accounting)
report and MIS reporting. Two approaches appear to be viable during this period: The pilot schools send
their data back to the legacy system so that the reporting can be done there; the data from all of the remaining
non-pilot campuses will need to be sent to the new system where consolidated reporting will occur. Systems
implementation proposals shall provide the District with a recommended approach and include the associated
tasks and costs within the SI firm’s proposal. The District is open to other strategies that can accomplish
consolidated reporting during this period.

The District is open to considering alternative cost-effective implementation strategies. If a proposer wishes
to define a different strategy, the District asks that the proposer to contrast its approach with this pilot
approach and explain why the alternative strategy is a better approach than the currently planned ‘pilot’
approach.


       2.4     Report Development Strategy
              2.4.1    State and Federal Reporting
The rules for Community College reporting in the State of California are extensive and extremely
complicated. However, the rules are the same for all California Community Colleges. An extraordinary level
of human effort at LACCD is currently consumed in creating and validating these reports. This must change
with the new Student Information System.

LACCD will require the software vendor and/or the systems implementation firm to:
  • Develop all state and Federal reports
        ________________________________________________________________________________________
                                 Los Angeles Community College District, Contracts Office, 6th Floor,
                                     770 Wilshire Boulevard, Los Angeles, California 90017-3856
                          Tel: (213) 891-2430                                          Fax: (213) 891-2490
                                                            Page 9 of 79
     •     Propose on-going services (with an associated cost) to LACCD to maintain these state and Federal
          reports as they change each year. The vendor must commit to providing this support and the
          associated pricing for a period of not less than 10 years after the last non-pilot campus goes ‘live’.
Any proposed solution that does not include proposed support and pricing for this on-going need will be
deemed to be non-responsive and will result in the rejection of that solution. LACCD highly recommends
that all software vendors ensure that they or one or more of its associated systems implementation firms
include this support within their bid.
              2.4.2 General (Non-State and Non-Federal) Reports
As part of the systems implementation proposal, the bidder should propose supporting the development of
non-State and non-Federal reports. The Systems Implementer Statement of Work (Appendix XX) provides
more details on LACCD’s needs in this area.


                2.4.3    Mandatory Functionality Requirements

LACCD is one of the largest and most complex community college districts in the United States. As such, as
part of this RFP, there are a set of requirements that are Mandatory functionality requirements required to
support LACCD’s needs. In reviewing responses to the District’s RFP for a new student information system
(SIS), the vendor’s proposal will be deemed non-responsive, if their proposal cannot meet all of these
Mandatory requirements. These requirements will be evaluated on a ‘Pass/Fail’ basis. In order for a proposal
to be considered RESPONSIVE, a Proposer must be able to demonstrate that they satisfy EVERY
Mandatory requirement. LACCD recommends that vendors not respond to this RFP unless they can satisfy
EVERY Mandatory requirement. These Mandatory requirements are defined in Exhibits A (for software
proposals) and B (for systems implementation proposals).

3.       General Information

        3.1    Pre-Proposal Conference
Attendance at a Mandatory Pre-Proposal Conference is required to provide all proposers with the
opportunity to better understand the intent and scope of this RFP. It will be conducted in the BuildLACCD,
BuildLACCD, 915 Wilshire Blvd., Suite 810, Los Angeles, CA 90017 at the date and time above (see cover
page). During the Pre-Proposal Conference, the District will provide an overview of its RFP intent and
process. After the Mandatory Pre-Proposal Meeting, LACCD will provide formal written responses to any
Pre-Proposal Meeting questions. No information communicated verbally shall be binding upon the District
unless confirmed by written communications from LACCD.

Proposers who do not attend this Mandatory Pre-Proposal Conference shall not be allowed to submit
proposals to this RFP. In the event that a vendor is serving as the ‘Prime Contractor’ (potentially
using subcontractors under them) for this bid, an employee of the Prime contractor must represent the
firm at this meeting.

          3.2    Questions from Proposers

Proposers are asked to submit all questions through email to Fabbee Buñag, Contracts Analyst, at
bunagf@laccd.edu by Deadline (see cover page). Proposers are instructed not to contact any other District
personnel or its agents in any manner concerning this RFP. Any unauthorized contact with District
          ________________________________________________________________________________________
                                   Los Angeles Community College District, Contracts Office, 6th Floor,
                                       770 Wilshire Boulevard, Los Angeles, California 90017-3856
                            Tel: (213) 891-2430                                          Fax: (213) 891-2490
                                                             Page 10 of 79
personnel not designated in this RFP shall disqualify a proposer from the RFP process. Written responses to
questions will be posted on the website http://www.laccd.edu/business_services/ (to ensure that all proposers
have complete information. District shall not be obligated to answer any questions received after the
Deadline or submitted in a manner other than as instructed above.


       3.3     RFP Addenda/Clarifications

If it becomes necessary for the District to revise any part of this RFP, or to provide clarification or additional
information after the RFP is released, a written addendum will be e-mailed to each recipient of record of the
original RFP. Recipients of record are those parties that registered and obtained a copy of the RFP from the
District. Addenda will also be posted on the website http://www.laccd.edu/business_services/. Addendum
provided after the initial RFP due date will generally be intended to provide clarification information prior to
any BAFO process, to withdraw the RFP or to revise the RFP Schedule.

All addenda issued shall become part of the RFP, and proposers shall acknowledge, in writing, receipt and
incorporation of all addenda and clarifications in their response. Failure of the proposer to receive
Addenda shall not relieve the proposer from any obligation under its proposal as submitted. The Proposer
shall identify and list in its proposal all Addenda received and included in its proposal; failure to do so may
be asserted by the District as a basis for determining the proposal non-responsive.

       3.4     Pre-Contractual Expenses

District shall not, under any circumstance, be liable for ANY pre-contractual expenses incurred by proposers.
Pre-contractual expenses shall mean ANY expenses incurred by the proposer in the following manner: (1)
preparing its proposal and any subsequent responses requested by LACCD in response to this RFP; (2)
submitting that proposal to District; (3) negotiating with District any matter related to this RFP, including a
possible contract; or (4) engaging in any other activity prior to the effective date of award, if any, of a
contract resulting from this RFP.

        3.5     No Commitment to Award
Issuance of this RFP and receipt of proposals does not commit District to award a contract. The District
expressly reserves the right to postpone proposal opening for its own convenience, to accept or reject any or
all proposals received in response to this RFP, to negotiate with more than one proposer concurrently, or to
cancel all or part of this RFP.

        3.6    Joint Offers
The District will only contract with a single firm for software products and one firm for implementation
consulting services, if a systems implementation firm is selected that does not directly provide the software
solution. Single proposals from two (2) or more proposers must be submitted on a prime–subcontractor basis
in order to be considered. One firm must declare that it is the ‘Prime’ contract and that it assumes all
responsibility for the implementation of the SIS solution. Proposals submitted by multiple firms doing
business as joint ventures will not be considered.
        3.7    Proposed Contract
Proposers selected by the District shall enter into a written agreement with the District.

        ________________________________________________________________________________________
                                 Los Angeles Community College District, Contracts Office, 6th Floor,
                                     770 Wilshire Boulevard, Los Angeles, California 90017-3856
                          Tel: (213) 891-2430                                          Fax: (213) 891-2490
                                                           Page 11 of 79
Software vendors should submit their standard form software license agreements for review as part of its
proposal submittal.

Systems Implementation Vendors must use LACCD’s “Systems Implementation Sample Form Agreement”
located in Exhibit E. This Agreement is subject to change at the sole discretion of the District.

Any exceptions to, deviations from, or inability to comply with the requirements set forth in this RFP, or the
terms and conditions contained in the Sample Form Agreement, must be declared in writing within the
proposal; failure to do so will prevent proposer from asserting its inability to comply with the terms or
conditions later on. Such exceptions or deviations must be segregated as a separate element of the proposal
under the heading "Exceptions and Deviations to Sample Form Agreement." The District will make a good
faith effort to consider contractual issues identified by vendors and LACCD requires all proposing vendors to
similarly make a good faith effort to comply with the District’s sample agreement terms and conditions.

Systems Implementation proposals that mandate the use of vendor standard services contract, rather than
District’s standard services contract will result in that firm’s proposal being judged non-responsive and these
proposals will be rejected. Proposals that reject the majority (generally 50% or more) of the wording or an
integral provision of the District’s contract terms and conditions will be treated as a rejection of the District’s
contract and these proposals will be rejected.

Section 15 in the Systems Implementation Services Sample Agreement Form, Exhibit E, specifies the
minimum insurance requirements that must be met by the successful proposer. The proposer's inability or
unwillingness to meet these requirements as a condition of award must be stated as an exception in the
proposal.

        3.8    Protests
Any actual or prospective proposer may protest the solicitation or award of a contract for violations of
District’s procurement policies or of laws and regulations governing District's procurement activities. In
order to be considered, all protests must be in writing and filed with and received by LACCD, not more
than five (5) business days following the date of issuance of the District’s Notice of Intent to Award with
the contact below. Protests received by LACCD after this date will be returned to the sender.

     Mr. James Watson, Contracts & Purchasing Manager
     Los Angeles Community College District – Business Services Office
     770 Wilshire Blvd, 6th Floor
     Los Angeles, CA 90017

Failure to timely file the bid protest shall constitute grounds for the District to deny the bid protest without
further consideration of the grounds stated therein.


4.     Proposal Format and Content

       4.1     General
The proposal should provide a straightforward, concise description of the proposer’s ability to satisfy the
requirements of this RFP. Emphasis should be placed on conformance to the RFP instructions,
responsiveness to the RFP requirements, completeness and clarity of content. This RFP and the vendor’s
successful proposal response may become a part of any contract that is executed as a result of this RFP. Any
         ________________________________________________________________________________________
                                  Los Angeles Community College District, Contracts Office, 6th Floor,
                                      770 Wilshire Boulevard, Los Angeles, California 90017-3856
                           Tel: (213) 891-2430                                          Fax: (213) 891-2490
                                                            Page 12 of 79
proposal attachments, documents, letters, Advantiv responses, video-taped scripted demonstrations and
materials submitted by the proposer shall be binding and will be included as part of any final contract.
Promotional material will not be considered in awarding a Contract and should not be included.

        4.2     Proposal Content
The District is requesting proposals for both a Student Information System and the Systems Implementation
(SI) services required to implement the proposed SIS system. The systems implementation solution can be
proposed by software vendors or independent firms that implement any of the proposed student information
systems.

Vendors are strongly encouraged to adhere to the following general instructions in order to bring clarity and
order to the proposal and subsequent evaluation process:
   •   Elaborate proposals in the form of brochures or other presentation materials beyond that necessary to
       present a complete and effective proposal are not desired and should not be included.
   •   The response should be complete and comprehensive, with a corresponding emphasis on being
       concise and clear.
   •   Any materials that a vendor feels are needed to provide clarity to their proposal should be included as
       appendices in their proposal.

Each proposer can respond with proposals to support either or both of the sections of this RFP:

       Section 1: SIS Software and Associated Software Maintenance

       Section 2: Systems Implementation Services

Within each proposal section, there are two parts:

       Part A: Technical Proposal, which describe the software or services that are being proposed

       Part B: Pricing Proposal, which describes the one-time and on-going costs of the proposed
               technical proposal

For each section for which any vendor provides a bid response, it must include both Part A and Part B.

The following pages describe the Response Format for each section. Vendors MUST respond as requested.
Any deviation from this defined format may cause the vendor's proposal to be rejected. For example, the
LACCD pricing spreadsheets included with this RFP must be the only pricing documents that are delivered
by the Proposer and they must comply with the District's formatting directions. Providing this information in
a PDF or a copy protected spreadsheet would constitute a breach of response format, causing the vendor’s
entire response to be considered non-responsive.


Response Format: Section 1: SIS Software and Associated Software Maintenance

SECTION 1 - Part A – Technical Proposal
   The following documents comprise the technical proposal:
        ________________________________________________________________________________________
                                 Los Angeles Community College District, Contracts Office, 6th Floor,
                                     770 Wilshire Boulevard, Los Angeles, California 90017-3856
                          Tel: (213) 891-2430                                          Fax: (213) 891-2490
                                                           Page 13 of 79
       1. Response to the Functional and Technical Requirements.

           Detailed functional and technical requirements for this RFP were developed using
           DecisionDirector®, a secure, web-based team collaboration system provided by Advantiv
           Solutions, LLC. Accordingly, vendor responses to those requirements will also be
           collected and processed via DecisionDirector.

           Each responding vendor will be provided with a secure, on-line response environment
           within DecisionDirector, similar to that shown in the example below:




           Please contact Advantiv Solutions at dd2@advantiv.com. Advantiv Solutions will
           provide each vendor with all necessary instructions and support.

           The DecisionDirector vendor response environment will open upon the release of the RFP
           and will close on the Proposal Due Date and time above (see cover page). Should an
           award be made, the District will make the selected Proposer’s answers to the functional
           and technical requirements a part of the eventual contract. Accordingly, the District
           requires all Proposers to provide written verification that the answers that the Proposers
           provide via DecisionDirector are complete, accurate, and final.

           NOTE: The responses that the Proposer provides to LACCD through the DecisionDirector
           tool must be for the version of the software that the vendor is shipping to all clients within
           60 calendar days of the proposal due date. If the vendor has a new software version
           shipping AFTER that date, its DecisionDirector response must match the currently
           shipping software version, not the next version.

       2. Response to Exhibit A: Software Response - Mandatory Requirements

       3. Response to Exhibit C: Software Response – Other Requirements
________________________________________________________________________________________
                         Los Angeles Community College District, Contracts Office, 6th Floor,
                             770 Wilshire Boulevard, Los Angeles, California 90017-3856
                  Tel: (213) 891-2430                                          Fax: (213) 891-2490
                                                   Page 14 of 79
              4. Vendor Software License and Warranty Contract

              5. Response to Exhibit F:      Non-Collusion Affidavit

              6. Response to Exhibit G:      Non-Discrimination Certification

              7. Response to Exhibit H:      Confidentiality Agreement

SECTION 1 - Part B – Pricing Proposal
   The following documents comprise the pricing proposal for the complete SIS software solution:
              •   Completed “Exhibit L: LACCD Pricing – Software” spreadsheet. The Excel spreadsheet
                  should be completed and returned AS A NON-COPY PROTECTED EXCEL
                  SPREADSHEET, NOT A PDF FILE or any other type of document. Any of the
                  following actions by the Proposer will result in the immediate rejection of the vendor’s
                  proposal:
                      •   If any pricing information is provided in any documents other than the pricing
                          spreadsheet. If desired, the proposer may also include printed versions of
                          LACCD’s pricing spreadsheets within a sealed document labeled SOFTWARE
                          PRICING PROPOSAL. However, the District will only consider the pricing
                          numbers included within the Excel spreadsheet that is provided by LACCD as part
                          of this bid. The spreadsheet will be considered the vendor’s official proposed
                          pricing.
                      •   If any modifications to the pricing spreadsheet are made. The pricing spreadsheets
                          must be completed in their present structure. The proposer CANNOT change the
                          structure of the pricing spreadsheets.
      LACCD does not want to pay for any annual maintenance charges for a period of five (5) years after
      initial acquisition of the software licenses. Please ensure that the software licensing charges that are
      provided include all costs associated software licenses and a five (5) year extended warranty support
      period.
      All software license and maintenance pricing MUST be based on the District’s FTES numbers as
      reported to the California Community Colleges Chancellor’s office and as published at:
      http://www.cccco.edu/ChancellorsOffice/Divisions/FinanceFacilities/FiscalServices/AllocationsSecti
      on/ApportionmentReports/tabid/329/Default.aspx.
      Because of LACCD’s growth projects, the initial software license and maintenance pricing should be
      based on 135,000 FTES. This should allow LACCD to have several years of flat maintenance pricing
      for the software products.
      NOTE: The District reserves the right to ask for additional clarification information regarding pricing.
      Additionally, the District reserves the right to use information it has learned during this procurement
      process to refine its needs and request new pricing information for any vendors who remain in the
      procurement process at that point in time.




       ________________________________________________________________________________________
                                Los Angeles Community College District, Contracts Office, 6th Floor,
                                    770 Wilshire Boulevard, Los Angeles, California 90017-3856
                         Tel: (213) 891-2430                                          Fax: (213) 891-2490
                                                          Page 15 of 79
                         SOFTWARE RESPONSE PROPOSAL CHECKLIST

The following checklist should be used to ensure that proposer has provided LACCD with all the documents
needed to be considered a complete response.

                                                                                 Verify Proposal
Proposal Section
                                                                                    Inclusion

SECTION 1 - Part A – Technical Proposal


       Complete Advantiv Requirements Response
                                                                                       □
       Response to Exhibit A: Software Response - Mandatory
       Requirements                                                                    □
       Response to Exhibit C: Software Response – Other Requirements
                                                                                       □
       Vendor Software License and Warranty Contract
                                                                                       □
       Response to Exhibit F:        Non-Collusion Affidavit
                                                                                       □
       Response to Exhibit G:        Non-Discrimination Certification
                                                                                       □
       Response to Exhibit H:        Confidentiality Agreement
                                                                                       □
       Provide One Hard Copy and One CD Copy
                                                                                       □
SECTION 1 - Part B – Pricing Proposal (separate sealed document)

       Response to Exhibit L: Software Pricing Spreadsheet
                                                                                       □
       Provide One Hard Copy and One CD Copy
                                                                                       □

       ________________________________________________________________________________________
                                Los Angeles Community College District, Contracts Office, 6th Floor,
                                    770 Wilshire Boulevard, Los Angeles, California 90017-3856
                         Tel: (213) 891-2430                                          Fax: (213) 891-2490
                                                          Page 16 of 79
                Response Format: Section 2: SIS System Implementation Services

Systems implementation vendors who propose themselves as “Prime Contractor” vendors for the LACCD
SIS implementation must be either a consulting arm of the software vendor or be part of a formal ‘business
partner’ program where they receive regular training and support from their associated software vendor.
Proposals from independent vendors without this type of formal relationship with the associated software
vendor will be rejected.

SECTION 2 - Part A – Technical Proposal
   The following documents comprise the technical proposal:
              1. Response to Exhibit B: Systems Implementation Response - Mandatory Requirements
              2. Response to Exhibit D: Systems Implementation – Other Requirements
              3. Response to Exhibit E: Sample Form of Contract – Systems Implementation Services
                 Agreement
              4. Response to Exhibit F:Non-Collusion Affidavit
              5. Response to Exhibit G:Non-Discrimination Certification
              6. Response to Exhibit H: Confidentiality Agreement
              7. Response to Exhibit K: Systems Implementation Statement of Work

Section 2: Part B – Pricing Proposal
   The following documents comprise the pricing proposal:
              1. Completed “Exhibit M: LACCD Pricing – Implementation Services” spreadsheet. The
                 Excel spreadsheet should be completed and returned AS A NON-COPY PROTECTED
                 EXCEL SPREADSHEET, NOT A PDF FILE or any other type of document. Any of the
                 following actions by the Proposer will result in the immediate rejection of the vendor’s
                 proposal:
                      a. If any pricing information is provided in any documents other than the pricing
                         spreadsheet. If desired, the proposer may also include printed versions of
                         LACCD’s pricing spreadsheets within a sealed document labeled
                         IMPLEMENTATION SERVICES PRICING PROPOSAL. However, the District
                         will only consider the pricing numbers included within the Excel spreadsheet that
                         is provided by LACCD as part of this bid. The spreadsheet will be considered the
                         vendor’s official proposed pricing.
                      b. If any modifications to the pricing spreadsheet are made. The pricing spreadsheets
                         must be completed in their present structure. The proposer CANNOT change the
                         structure of the pricing spreadsheets.
       All pricing must be based on the District’s SIS needs as defined within the DecisionDirector
       requirements.
NOTE: Vendors will have an opportunity to discuss LACCD’s thoughts on the vendor’s proposed Statement of
Work (SOW) and to further refine the proposed SOW and pricing. Any subsequent pricing after this initial
pricing must be equal to or lower than this initial pricing (as per regulatory requirements). Systems
Implementation Bidders should be conservative during this initial pricing.
       ________________________________________________________________________________________
                                Los Angeles Community College District, Contracts Office, 6th Floor,
                                    770 Wilshire Boulevard, Los Angeles, California 90017-3856
                         Tel: (213) 891-2430                                          Fax: (213) 891-2490
                                                          Page 17 of 79
NOTE: The District reserves the right to ask for additional clarification information regarding pricing.
Additionally, the District reserves the right to use information it has learned during this procurement process to
refine its needs and request new pricing information for any vendors who remain in the procurement process at
that point in time.




        ________________________________________________________________________________________
                                 Los Angeles Community College District, Contracts Office, 6th Floor,
                                     770 Wilshire Boulevard, Los Angeles, California 90017-3856
                          Tel: (213) 891-2430                                          Fax: (213) 891-2490
                                                           Page 18 of 79
              SYSTEMS IMPLEMENTATION RESPONSE PROPOSAL CHECKLIST

The following checklist should be used to ensure that proposer has provided LACCD with all the documents
needed to be considered a complete response.

                                                                                 Verify Proposal
Proposal Section
                                                                                    Inclusion

SECTION 2 - Part A – Technical Proposal

       Response to Exhibit B: Systems Implementation Response -
       Mandatory Requirements                                                          □
       Response to Exhibit D: Systems Implementation – Other
       Requirements                                                                    □
       Response to Exhibit E: Sample Form of Contract – Systems
       Implementation Services Agreement                                               □
       Response to Exhibit F:Non-Collusion Affidavit
                                                                                       □
       Response to Exhibit G:Non-Discrimination Certification
                                                                                       □
       Response to Exhibit H: Confidentiality Agreement
                                                                                       □
       Response to Exhibit K: Systems Implementation Statement of
       Work                                                                            □
       Provide One Hard Copy and One CD Copy
                                                                                       □
SECTION 2 - Part B – Pricing Proposal (separate sealed document)

       Response to Exhibit M: Systems Implementation Pricing
       Spreadsheet                                                                     □
       Provide One Hard Copy and One CD Copy
                                                                                       □

       ________________________________________________________________________________________
                                Los Angeles Community College District, Contracts Office, 6th Floor,
                                    770 Wilshire Boulevard, Los Angeles, California 90017-3856
                         Tel: (213) 891-2430                                          Fax: (213) 891-2490
                                                          Page 19 of 79
        4.3    Proposal Submittal
Proposers may respond with SEPARATE proposals for either or both sections of this RFP. The two sections
are: “Section 1: SIS Software” and “Section 2: Systems Implementation”. Proposals for either or both
sections must be submitted in separate envelopes.

For EACH RFP SECTION for which the Proposer wishes to bid, the Proposer MUST submit to the District
no later than the Proposal Due Date (see cover page):
            Part A: Technical Proposal – this must include
                • 15 hard 2-sided copies of the proposed RFP Technical response; AND
                   o One (1) CD containing electronic versions of the technical proposal in both
                       Adobe Acrobat format and in Microsoft Word format
                   NOTE: Vendor is responsible to ensure that all electronic documents and CD’s are
                   readable and not corrupt. Providing corrupt/non-readable documents can cause the
                   vendor’s proposal to be considered non-responsive.

       The Part A: Technical Proposal, including the CD, must be:
              • Enclosed in a sealed opaque envelope, with a label that is plainly marked displaying the
                 proposer’s legal name and the following words appropriate for each RFP Section:
                         For “Software Proposal” Section A proposals, the envelope must be clearly
                         marked as: "Proposal Responding to RFP: Student Information System Section A -
                         SOFTWARE TECHNICAL PROPOSAL”
                         For “Systems Implementation Proposal” Section B proposals, the envelope must
                         be clearly marked as: "Proposal Responding to RFP: Student Information System
                         SECTION B – SYSTEMS IMPLEMENTATION TECHNICAL PROPOSAL”
              •   All proposal documents must be signed by the individual or official of the bidding firm
                  who has the power to bind the firm contractually.

          Part B: Pricing Proposal – this must include
             • One (1) hard copy of the proposed PRICING response; AND
             • One (1) CD containing electronic versions of:
                 o The pricing spreadsheets in unprotected Microsoft Excel Format
                 o The pricing spreadsheets in Adobe Acrobat Format
                 NOTE: Vendor is responsible to ensure that all electronic documents and CD’s are
                 readable and not corrupt. Providing corrupt/non-readable documents can cause the
                 vendor’s proposal to be considered non-responsive.

              The Part B: Pricing Proposal, including the CD, must be:
              • Enclosed in a sealed opaque envelope, with a label that is plainly marked displaying the
                 proposer’s legal name and the following words appropriate for each RFP Section:
                          For “Software Proposal” Section A proposals, the envelope must be clearly
                          marked as: "Proposal Responding to RFP: Student Information System Section A -
                          SOFTWARE PRICING PROPOSAL”
                          For “Systems Implementation Proposal” Section B proposals, the envelope must
                          be clearly marked as: "Proposal Responding to RFP: Student Information System
                          SECTION B – SYSTEMS IMPLEMENTATION PRICING PROPOSAL”


       ________________________________________________________________________________________
                                Los Angeles Community College District, Contracts Office, 6th Floor,
                                    770 Wilshire Boulevard, Los Angeles, California 90017-3856
                         Tel: (213) 891-2430                                          Fax: (213) 891-2490
                                                          Page 20 of 79
       All proposal documents must be signed by the individual or official of the bidding firm who has the
power to bind the firm contractually.

Mail or hand deliver proposals to this Address (see cover page). Proposals submitted via fax, telephone or
e-mail will not be accepted. If hand-delivered, ample time should be allowed for delays caused by downtown
Los Angeles traffic and parking.

Proposer assumes full and sole responsibility for timely receipt of its proposal and the proposal security.
Any proposal received after the stated deadline, may, at the sole discretion of the District, be returned
without consideration. Delays in the mail service or any other delivery method shall not be considered a
valid excuse for late proposals. Late proposals will only be considered in the event that a selection cannot
be made from timely proposals.

All proposals must be firm offers subject to acceptance by District and may not be withdrawn for a period of
ONE YEAR following the last day to submit proposals. Proposals may not be amended once submitted to
District, except as permitted by District.


5.    Proposal Evaluation and Contract Award

       5.1     Evaluation Process Overview
The District prefers to consider only tightly integrated, comprehensive solutions. However, the District will
accept software only proposals, systems implementation only proposals, and proposals that include both
software and systems implementation services. Because some software vendors have multiple authorized
implementation partners, LACCD, wants to find the best combination of software and systems
implementation proposals to meet its needs.

As a result, the District may choose to award to a single vendor who can provide both software system and
systems implementation services or a single software vendor and a single systems implementation vendor
who submit separate but complementary proposals, but shall together deliver a comprehensive SIS solution
to the District. Either one of these product with services formats shall be defined as the LACCD’s “Total
Solution”. More specifically, the Total Solution is the combination of a SIS software suite proposal
COMBINED with a systems implementation proposal that TOGETHER best addresses LACCD’s needs. For
example, if a software proposal is evaluated to have a higher score than all other software proposals, it may
still not be selected as the best total solution – the ‘best total solution’ will be the total solution that is
evaluated to be the best combination of software and systems implementation proposals.

LACCD has the authority to select any Total Solution from the three lowest cost responsive Total Solutions.
Total Solution Price is calculated as the SUM of the10-Year costs of both one software proposal and one
systems implementation proposal. The 10-Year costs are the sum of all software licenses, maintenance and
consulting costs extrapolated over a 10-Year period starting with the acquisition of software and beginning
of software implementation.

For final evaluation purposes, LACCD plans to select the combination of one software package proposal and
one systems implementation proposal that most cost effectively meets LACCD’s needs. To be clear: the
software package that, through the evaluation process, scores the highest, may or may not be part of the final
solution. The score of the best systems implementation proposal will be combined with the score of its
associated software proposal to create the evaluation score of each Total Solution.
        ________________________________________________________________________________________
                                 Los Angeles Community College District, Contracts Office, 6th Floor,
                                     770 Wilshire Boulevard, Los Angeles, California 90017-3856
                          Tel: (213) 891-2430                                          Fax: (213) 891-2490
                                                           Page 21 of 79
The following chart shows the currently planned Total Solution Process:
                                                                   1. Proposal                     NOTE: This task includes
                                    Begin
                                                                 Responsiveness                   validating the software and
                                    Evaluation
                                                                  Assessment                        system implementation
                                                                                                  proposer’s adherence to the
                                                         2. Software Proposals &                    RFP format and content
                                                      Advantiv Responses Evaluated                requirements as well as the
                                                      May Short-List To Top Scoring 2-3           proposer responsiveness to
                                                                 Proposals                           the MANDATORY RFP
                                                                                                         requirements


                                                                  4. SW Vendor Software       5. Scripted / Customized
                                    3. Software References
                                                                      Presentation /              Demonstrations
                                          Interviewed
                                                                       Discussion              Conducted/Evaluated


                    6b. Campus Visits to                                                                        NOTE: System
                                                               6a. Software Evaluation (With
                    Recent Referenced
                                                             Pricing) Complete - May Short-List
                                                                                                               Implementation
                     Implementations of                                                                        Proposals NOT
                                                               To Top Scoring 2-3 Proposals
                   Short-List SW Vendors
                                                                                                           Associated With Short-
                                                                                                           List Software Products
                                                       7. System Implementation Proposals
                                                                                                           Will NOT Be Evaluated
                                                       Associated With Short-List Software
                                                               Products Evaluated

                                                                8a. Implementation Vendor                 8b. SI Firms Given
                                                              Proposals May Be Short-Listed            DecisionDirector Results
                                                              To Top Scoring 2-5 Proposals               for their SW Vendor


                     9. Conduct                        10. Proposed Project
                                                                                           11. SI References
                   SOW Reviews and                     Teams Interviewed /
                                                                                              Interviewed
                     Discussions                            Evaluated



                                              12. SI Vendors Given
                                          Standardized SOW Materials;
                                          Finalize their SOW and Pricing


                                           13. Final SI SOW and BAFO
                                           Pricing Documents Are Due                NOTE: If LACCD
                                                                                    cannot come to
                                                                                  acceptable contract
                                           14. Systems Implementation             terms with the first
                                           Proposals Evaluated and SI              set of firms, it will
                                             Firm Short-List Selected
                                                                                       terminate
                                                                                   negotiations and
                                         15. (OPTIONAL) Best and Final            move to the next set
                                         Offer May be Requested of SW             of vendors that can
           NOTE: Final Vendor                 Short-Listed Vendors               provide an acceptable
              pricing will be                                                        total solution
             disclosed to the            16. Best Total Solution selected
           Evaluation Team for                                                        18. Systems
                                           from optimal combination of
           the first time at this                                                Implementation Contract
                                               software and systems
           point to be included                                                  Negotiations Conducted
                                             implementation proposals                                              20. Board
            in their final Total                                                                                   Approval /
            Solution selection.                                                                                  Contract Signing
                                           17. Contract Intent to Award
                                                                                  19. Software Contract
                                              Letter(s) Announced /
                                                                                 Negotiations Conducted
                                               5-Day Protest Period




       ________________________________________________________________________________________
                                Los Angeles Community College District, Contracts Office, 6th Floor,
                                    770 Wilshire Boulevard, Los Angeles, California 90017-3856
                         Tel: (213) 891-2430                                          Fax: (213) 891-2490
                                                          Page 22 of 79
       5.2     Evaluation Process
An Evaluation Panel consisting of District staff and/or outside parties will review, analyze and evaluate all
software and systems implementation services proposals received. Each evaluation task will include written
evaluations by the Evaluation Panel for each responsive proposal evaluated.

The following describes the intent of each currently planned evaluation task. LACCD reserves the right to
conduct these evaluation tasks in a different time sequence and to add additional evaluation tasks if it finds
this necessary.

TASK 1:        The Evaluation Panel’s first major evaluation task will be to review all software and systems
implementation proposals to validate that the proposer’s proposal adheres to the RFP format and content
requirements and to determine which proposals have satisfactorily addressed the Mandatory Requirements
section of LACCD’s RFP. Proposals that do not satisfactorily address ALL OF THESE REQUIREMENTS
will be judged to be non-responsive and will be rejected.

TASK 2:         The Evaluation Panel will then analyze responsive software proposals, including the
Proposer’s Advantiv Responses, to determine how well the proposed software solution meets LACCD’s
needs. At this time, the Evaluation Panel may opt to short-list the top scoring 2-3 software proposals .

TASKS 3-5: The Evaluation Panel will then conduct a series of evaluation activities with all software
proposers at that point or if the Evaluation Panel chose to short list software proposals then with the 2-3
proposers. These activities are planned to include:
       • TASK 3: Vendor References Interviews
       • TASK 4: Campus visits to recently installed users of the vendor’s software product
       •
       • TASK 5: Scripted / Customized Demonstrations

TASK 6a:       The Evaluation Panel will complete its evaluation of the software proposals and select the top
scoring 2-3 proposals that best meet the needs of LACCD.

TASK 6b:     The Evaluation Panel will begin scheduling and conducting on-site visits to recent referenced
implementations of the short-listed SW vendors.

       NOTE: Systems Implementation proposals associated with software products that do not make
       the final ‘short-list’ of software proposals WILL NOT BE EVALUATED.

TASK 7:        The evaluation panel will then review, analyze and evaluate the systems implementation
proposals received and that are associated with the short-list of software products that best meet LACCD’s
needs.

TASK 8a:   If the Evaluation Panel decides that one or more systems implementation proposals do not
meet LACCD’s needs, it may select a short-list of the top scoring 2-3 systems implementation proposals.

TASK 8b:       Short-listed SI Firms proposers associated with the short-listed software vendor proposals will
be given the Advantiv DecisionDirector responses from the short-listed software vendors to help them
determine the consulting workload associated with addressing the software gaps.


        ________________________________________________________________________________________
                                 Los Angeles Community College District, Contracts Office, 6th Floor,
                                     770 Wilshire Boulevard, Los Angeles, California 90017-3856
                          Tel: (213) 891-2430                                          Fax: (213) 891-2490
                                                           Page 23 of 79
TASKS 9-11: The Evaluation Panel will conduct a series of evaluation activities with all system
implementation proposers that are still under consideration at that point. These activities are planned to
include:
       • TASK 9: Vendor Presentations and Statement of Work (SOW) Review and Discussions
       • TASK 10: Project Team Interviews
       • TASK 11: Vendor References Interviews

TASK 12:       The Evaluation Panel may distribute standardized SOW clarification information to all
proposers that are still under consideration. Based on the information that the vendors have been given by
LACCD, the systems implementation vendors will be given the opportunity to revise their Statements of
Work and the associated pricing.

TASK 13:    Final Statements of Work and associated Best and Final Offer (BAFO) pricing will be due on
an LACCD selected date.

TASK 14:        The Evaluation Panel will complete its evaluation of the systems implementation proposals
and select the top scoring 2-5 proposals that best meet the needs of LACCD.

TASK 15:        At its sole discretion LACCD may ask for Best and Final Offer (BAFO) pricing from all
vendors who are still under consideration at this point in the evaluation process. At its sole discretion,
LACCD may request this information from the final short-listed software vendors and/or the final short-
listed systems implementation vendors.

TASK 16:       The Evaluation Panel will evaluate the proposal pricing for all viable combinations of
software and systems implementation proposals that are still under consideration, as well as all prior
evaluation analysis. It will select the three lowest cost Total Solutions, which will be the SUM of 10-year
costs from a software proposal and 10-year costs from an associated systems implementation proposal. The
10-Year costs are the sum of all software licenses, maintenance and consulting costs extrapolated over a 10-
Year period starting when the project begins.

The Evaluation Panel will then evaluate these three lowest cost Total Solutions to select the Total Solution
that best meets the needs of LACCD. Additionally, the team will rank the remaining two Total Solutions for
the possible event that the LACCD is not able to come to a satisfactory conclusion to contract negotiations
with the combination of vendors associated with the top scoring Total Solution.

TASK 17:       An Intent to Award Letter will be issued to the single vendor or the combination of two
vendor(s) that comprise the Total Solution selected by the Evaluation Panel.

TASK 18-19: LACCD will then begin contract negotiations with this vendor(s) to attain acceptable
contracts from this firm(s). If LACCD cannot come to acceptable contract terms with the first set of firms
within a fixed timeframe, that the District will specify, the District will terminate negotiations and move to
the next set of vendors that can provide an acceptable total solution.

TASK 20:       The LACCD Board must approve the contract before a contract can be signed and work can
begin.
        5.3    Evaluation Criteria -– Software
By use of numerical and narrative scoring techniques, software proposals will be evaluated by District
against the factors specified below. Each of these criteria will be evaluated during a set of RFP events (see
        ________________________________________________________________________________________
                                 Los Angeles Community College District, Contracts Office, 6th Floor,
                                     770 Wilshire Boulevard, Los Angeles, California 90017-3856
                          Tel: (213) 891-2430                                          Fax: (213) 891-2490
                                                           Page 24 of 79
table) occurring throughout the RFP process. The relative weights of the criteria are based on a 100 percent
scale, as listed below.


                                                          Software Scoring 50%
                                                      RFP Events Used To Evaluate Each Criteria

                 Percent
                 of Total       Written      Decision                      Vendor
 Evaluation      Weight        Proposal      Director         Vendor       Scripted        Site       Reference
 Criteria          (%)        Evaluation     Scoring        Presentation    Demo          Visits      Checking       Pricing
 References         8%           4%                                                                        4%
 Pricing           20%                                                                                                20%
 Functional
 Requirements      62%                           30%            8%            16%          8%
 Technical
 Requirements      10%           2%              3%             0%            4%           1%
 Total            100%           6%              34%            8%            20%          9%              4%         20%



District reserves the right to reject any or all proposals, to waive any irregularities or informalities in the
offers received.

       5.4     Evaluation Criteria – Implementation Services
By use of numerical and narrative scoring techniques, implementation services proposals will be evaluated
by District against the factors specified below. Each of these criteria will be evaluated during a set of RFP
events (see table) occurring throughout the RFP process. The relative weights of the criteria are based on a
100 percent scale, as listed below.

                                                          Evaluation Percentages 50%
                                                             RFP Event Used to Evaluate Each Criteria
                                      Percent       Written
                                      of Total     Proposal
                                      Weight       Evaluati        Team           SOW              Reference
Evaluation Criteria                     (%)           on         Interviews    Discussions         Checking       Pricing
Reference Evaluation                   10%             3%                                             7%
Pricing                                30%                                                                         30%
SOW Evaluation                         45%             5%            10%            30%
State/Federal Reproting Fit            15%             5%                           10%
Total                                  100%            13%           10%            40%               7%           30%

District reserves the right to reject any or all proposals, to waive any irregularities or informalities in the
offers received and to change the evaluation process described above if circumstances dictate this or it is
otherwise in the best interests of District to do so.

       5.5      Contract Award
The District desires to award only one tightly integrated, comprehensive solution comprised of one of the
three lowest responsive competitive total solution proposals received. Responsive proposals will be
determined based on scored evaluation criteria noted above. There is no guarantee expressed or implied that
the District will provide work to any party who has submitted a proposal.
         ________________________________________________________________________________________
                                  Los Angeles Community College District, Contracts Office, 6th Floor,
                                      770 Wilshire Boulevard, Los Angeles, California 90017-3856
                           Tel: (213) 891-2430                                          Fax: (213) 891-2490
                                                            Page 25 of 79
The Sample Form of Systems Implementation Services Agreement (Exhibit E) will be used by the District
for the SIS Systems Implementation Procurement. Proposers selected by the District shall enter into a written
agreement with the District. The “Systems Implementation Sample Form Agreement” in Exhibit E contains a
Sample Systems Implementation Form Agreement that may be subject to change at the discretion of the
District.

A proposal submitted in accordance with instructions constitutes a binding offer subject to board approval
and full execution of the Agreement. Proposed revisions or modifications to the District’s standard contract
terms must be included with the submittal. Proposed exceptions may render the proposal non-responsive.



6.   Exhibits:

Exhibit A:     Software Response - Mandatory Requirements

Exhibit B:     System Implementation Response - Mandatory Requirements

Exhibit C:     Software Response

Exhibit D:     Systems Implementation Response

Exhibit E:     Sample Form of Contract – Systems Implementation Services Agreement

Exhibit F:     Non-Collusion Affidavit

Exhibit G:     Non-Discrimination Certification

Exhibit H:     Confidentiality Agreement

Exhibit I:     Current Student Information Systems

Exhibit J:     Required Student Information Systems Interfaces

Exhibit K:     Systems Implementation Statement of Work

Exhibit L:     Software Pricing Spreadsheet

Exhibit M:     Systems Implementation Pricing Spreadsheet




        ________________________________________________________________________________________
                                 Los Angeles Community College District, Contracts Office, 6th Floor,
                                     770 Wilshire Boulevard, Los Angeles, California 90017-3856
                          Tel: (213) 891-2430                                          Fax: (213) 891-2490
                                                           Page 26 of 79
                                 EXHIBIT “A” SOFTWARE RESPONSE
                                   MANDATORY REQUIREMENTS

In reviewing responses to the Districts RFP for a new student information system (SIS) the software
vendor’s proposal will be deemed non-responsive, if their system cannot meet all the following
requirements. These requirements will be evaluated on a ‘Pass/Fail’ basis. In order for a proposal to be
considered RESPONSIVE, a Proposer must be able to demonstrate that they satisfy EVERY Mandatory
requirement. LACCD recommends that vendors not respond to this RFP unless they can satisfy EVERY
Mandatory requirement.

   1. The vendor’s student system must be currently installed at a multi-campus higher education
      district or system, with a student head count of at least 50,000 students, and the installation
      must use a single instance database for all the campuses. The single instance must include all
      software modules. Separate data-only databases may be considered, as long as there is only one
      production copy of the software for all LACCD campuses.
              Vendors: Provide a detailed description of a reference institution where your software is
              installed and that effectively addresses this Mandatory requirement. Provide an institution
              student FTE count, # of campuses at the time of installation of your software and a description
              how the single instance was implemented. Provide client reference information for the contact
              person that LACCD will call to validate your ability to provide this capability.
      o Background: The capability of a vendor’s software suite to support the needs of a small
          community college is very different from being able to scale up to implement one of the largest
          Community College Districts in the U.S. LACCD needs vendors who have a proven track record
          of supplying student systems to large multi-campus higher education systems.
      o Background: LACCD’s small IT staff currently runs all of its campuses’ SIS workload in a single
          instance database, allowing the staff to have only one system to maintain/patch/etc. Running the
          new student environment in multiple instances, spread across multiple server farms is too
          expensive for LACCD. LACCD does not have, nor does LACCD foresee a time where LACCD
          will have the ability to hire enough staff to support anything beyond a single instance
          implementation. Vendors must demonstrate the ability to support all of the campuses within a
          single instance.

   2. The system must have the capacity to accommodate 30,000-50,000 concurrent users.
            Vendors: Provide a detailed description of a reference institution where your software is
            installed and that effectively addresses this Mandatory requirement. Provide the institution’s
            student FTE count, # of campuses at the time of installation of your software and the number
            of concurrent transactions that the institution has experienced with your system. Provide client
            reference information for the contact person that LACCD will call to validate your ability to
            provide this capability.
      o Background: A vendor’s ability to support the processing needs of a small community college is
         very different from being able to scale up to one of the largest Community College Districts in the
         U.S. LACCD needs vendors who have a proven track record of having a system that can
        ________________________________________________________________________________________
                                 Los Angeles Community College District, Contracts Office, 6th Floor,
                                     770 Wilshire Boulevard, Los Angeles, California 90017-3856
                          Tel: (213) 891-2430                                          Fax: (213) 891-2490
                                                           Page 27 of 79
       effectively support the transaction processing levels of a large multi-campus higher education
       systems.

3. The proposed application software must be supported to run on either an Oracle or a Microsoft
   SQL Server database platform. On the date of the release of this RFP (see RFP Cover Page),
   the vendor will be officially supporting the use of Oracle DBMS and/or Microsoft SQL/Sever
   for its proposed SIS application suite. The vendor must commit to supporting the proposed SIS
   application suite, and any successor products, for a period of at least 10 years after the last go-
   live date for LACCD’s last non-pilot campus. Support shall include but not be limited to
   application break/fix support, regulatory maintenance, as well as on-going software
   enhancements.
           Vendors: Provide a description of your support for these platforms. Additionally,
           unequivocally state your commitment to providing SIS application support for the platforms
           that you support as of the RFP release date.
   o Background: LACCD has a small IT staff and supporting multiple database products is neither
       efficient nor affordable. LACCD is evaluating its standard for future database management
       systems and will select the final database platform by the time that the SIS system begins
       implementation.

4. The system must be able to effectively interface on a real-time (not batch) basis with the
   District’s SAP Financials and Human Resources systems.
          Vendors: Describe how your system would interface with these SAP systems. Provide
          reference accounts if possible.
   o Background: LACCD has recently invested a significant level of funding to install and maintain
      SAP to meet its Financial and Human Resources needs. The new SIS solution must be able to
      integrate closely with the SAP systems at LACCD.

5. The vendor’s student system must be currently installed in at least one or more California
   Community Colleges.
          Vendors: Provide a description of a reference California institution where your software is
          installed and that effectively addresses this Mandatory requirement. Provide institutional
          student FTE count. Provide client reference information for the contact person that LACCD
          will call to validate your ability to provide this capability.
   o Background: The rules and regulations for California Community Colleges are highly complex,
      always changing but standardized across the state. LACCD must be assured that the SIS solution
      has already been installed in one or more California Community Colleges – LACCD does not
      want to be a vendor’s beta site for getting their system to work within California’s regulatory
      environment.

6. The user interface provided by the proposed software suite must be web-based utilizing current
   and standard web browsers for access to all user screens.
          Vendors: Describe you capability to provide a pure web browser-based user interface.
    ________________________________________________________________________________________
                             Los Angeles Community College District, Contracts Office, 6th Floor,
                                 770 Wilshire Boulevard, Los Angeles, California 90017-3856
                      Tel: (213) 891-2430                                          Fax: (213) 891-2490
                                                       Page 28 of 79
   o Background: Distributing and managing vendor specific software on client workstations is not
     affordable. LACCD does not have the staffing or money it would take to support a non-browser
     based software suite.

7. The proposed solution must support utilizing LDAP/RedHat and Active Directory for user
   authentication to the proposed software suite.
          Vendors: Describe you capability to support LDAP in this manner, including any other
          authentication technologies that the proposer natively supports for its proposed SIS solution.
   o Background: LACCD currently uses an LDAP/RedHat system for this service at the system office
      and has Microsoft’s Active Directory installed at many of the campuses. It has invested
      significantly in building a secure application environment that it can afford to support. LACCD is
      also considering moving to a standard Identity Management system across all applications in the
      future. LACCD needs to clearly understand its security technology options.




    ________________________________________________________________________________________
                             Los Angeles Community College District, Contracts Office, 6th Floor,
                                 770 Wilshire Boulevard, Los Angeles, California 90017-3856
                      Tel: (213) 891-2430                                          Fax: (213) 891-2490
                                                       Page 29 of 79
                    SOFTWARE RESPONSE - MANDATORY REQUIREMENTS
                                          Summary Response Table
In reviewing responses to the Districts RFP for a new student information system (SIS) the software
vendor’s proposal will be deemed non-responsive, if their system cannot meet all the following
requirements. These requirements will be evaluated on a ‘Pass/Fail’ basis. In order for a proposal to be
considered RESPONSIVE, a Proposer must be able to demonstrate that they satisfy EVERY Mandatory
requirement. LACCD recommends that vendors not respond to this RFP unless they can satisfy EVERY
Mandatory requirement.

Requirement                                                                       Verify Compliance
1. The vendor’s student system must be currently installed at a multi-
   campus higher education district or system, with a student head count
   of at least 50,000 students, and the installation must use a single
   instance database.
                                                                                        □
2. The system must have the capacity to accommodate 30,000-50,000
   concurrent users.                                                                    □
3. The proposed application software must be supported to run on either
   an Oracle or a Microsoft SQL Server database platform. On the date of
   the release of this RFP (see RFP Cover Page), the vendor will be
                                                                                        □
   officially supporting the use of Oracle DBMS and/or Microsoft
   SQL/Sever for its proposed SIS application suite. The vendor must
   commit to supporting the proposed SIS application suite, and any
   successor products, for a period of at least 10 years after the last go-live
   date for LACCD’s last non-pilot campus. Support shall include but not
   be limited to application break/fix support, regulatory maintenance, as
   well as on-going software enhancements.
4. The system must be able to effectively interface on a real-time (not
   batch) basis with the District’s SAP Financials and Human Resources
   systems.                                                                             □
5. The vendor’s student system must be currently installed in at least one
   or more California Community Colleges.                                               □
6. The user interface provided by the proposed software suite must be
   web-based utilizing standard web browsers for access to all user
   screens.                                                                             □
7. The proposed solution must support utilizing LDAP/Redhat and MS
   Active Directory for user authentication to the proposed software suite.             □

        ________________________________________________________________________________________
                                 Los Angeles Community College District, Contracts Office, 6th Floor,
                                     770 Wilshire Boulevard, Los Angeles, California 90017-3856
                          Tel: (213) 891-2430                                          Fax: (213) 891-2490
                                                           Page 30 of 79
                      EXHIBIT “B” SYSTEMS IMPLEMENTATION RESPONSE
                                MANDATORY REQUIREMENTS

In reviewing responses to the Districts RFP for a new student information system (SIS) the software
vendor’s proposal will be deemed non-responsive, if their system cannot meet all the following
requirements. These requirements will be evaluated on a ‘Pass/Fail’ basis. In order for a proposal to be
considered RESPONSIVE, a Proposer must be able to demonstrate that they satisfy EVERY Mandatory
requirement. LACCD recommends that vendors not respond to this RFP unless they can satisfy EVERY
Mandatory requirement.

   1. The vendor must have served as the Prime Contractor for a multi-campus higher education
      institution where the software was implemented across the multi-campus environment with a
      student head count of at least 50,000 students, and the installation must have used a single
      instance database for all of the campuses. . The single instance must include all software
      modules. Separate data-only databasesmay be considered, as long as there is only one
      production copy of the software for all LACCD campuses.
              Vendors: Provide a detailed description of a reference institution where your software is
              installed and that effectively addresses this Mandatory requirement. Provide an institution
              student FTE count, # of campuses at the time of installation of your software and a description
              how the single instance was implemented. Provide client reference information for the contact
              person that LACCD will call to validate your ability to provide this capability.
      o Background: A vendor’s ability to support the implementation needs of a small community
          college is very different from being able to scale up to implement one of the largest Community
          College Districts in the U.S. LACCD needs vendors who have a proven track record of
          implementing student systems with large multi-campus higher education District and/or systems.
      o Background: LACCD’s small IT staff currently runs all of its campuses’ SIS workload in a single
          instance database, allowing the staff to have only one system to maintain/patch/etc. Running the
          new student environment in multiple instances, spread across multiple server farms is too
          expensive for LACCD. LACCD does not have, nor does LACCD foresee a time where it will
          have the ability to hire enough staff to support anything beyond a single instance implementation.
          Vendors must demonstrate the ability to support all of the campuses within a single instance.

   2. The vendor must demonstrate that it has the skills and experiences needed to create real-time
      (not just batch) interfaces between the proposed software suite and the SAP Financials and
      Human Resources systems.
             Vendors: Describe your experience in interfacing the proposed software suite and SAP.
             Describe how your proposed team has the skills needed to successfully accomplish these
             interfaces. Provide reference accounts and contact information, if available.
      o Background: LACCD has recently invested a significant level of funding to install and maintain
         SAP to meet its Financial and Human Resources needs. The new SIS solution must be able to
         integrate closely with the SAP systems at LACCD.


        ________________________________________________________________________________________
                                 Los Angeles Community College District, Contracts Office, 6th Floor,
                                     770 Wilshire Boulevard, Los Angeles, California 90017-3856
                          Tel: (213) 891-2430                                          Fax: (213) 891-2490
                                                           Page 31 of 79
3. The vendor must have provided a substantial amount (greater than 50% of the total consultant
   hours) of the total work in the implementation of the proposed software suite at one or more
   California Community Colleges.
          Vendors: Provide a description of a reference California institution where your firm provided
          a substantial amount of the work for the installation of the proposed software. Provide
          institutional student FTE count. Provide client reference information for the contact person
          that LACCD will call to validate your ability to provide this capability.
   o Background: The rules and regulations for California Community Colleges are highly complex,
      always changing but standardized across the state. LACCD must be assured that the SIS solution
      has already been installed in one or more California Community Colleges – LACCD does not
      want to be a vendor’s beta site for getting their system to work within California’s community
      college regulatory environment.

4. The vendor must provide support for the installation and on-going support of software
   functionality that supports all California Community College reporting requirements,
   including the creation of the files necessary for MIS and attendance accounting (CF 320)
   reporting. This support must also provide programming updates, their installation and testing
   to accommodate any changes in Federal or State (California) statutory or regulatory
   requirements, as well as any MIS reporting data element additions/changes, procedural or
   reporting changes initiated by the California Community College Chancellor’s Office. The
   vendor must commit to providing this support and the associated pricing for a period of not
   less than 10 years after the last non-pilot campus goes ‘live’.
           Vendors: Provide a detailed description of your proposal to provide LACCD with on-going
           support for all Federal and State regulatory changes that require data element and/or reporting
           changes. This proposal must provide an annual fixed priced offering for providing this service
           for LACCD. If you are already providing this type of support in California or for any other
           multi-campus higher education environment, please describe the service that you are
           providing and complete contact information for LACCD to use to verify the capability and
           customer service that you provide.
   o Background: The rules for Community College reporting in the State of California are extensive
       and extremely complicated. However, the rules are the same for all California Community
       Colleges. An extraordinary level of human effort at LACCD is currently consumed in creating
       and validating these reports. This must change with the new Student Information System.




    ________________________________________________________________________________________
                             Los Angeles Community College District, Contracts Office, 6th Floor,
                                 770 Wilshire Boulevard, Los Angeles, California 90017-3856
                      Tel: (213) 891-2430                                          Fax: (213) 891-2490
                                                       Page 32 of 79
                              SYSTEMS IMPLEMENTATION RESPONSE
                                    MANDATORY REQUIREMENTS
                                          Summary Response Table
In reviewing responses to the Districts RFP for a new student information system (SIS) the software
vendor’s proposal will be deemed non-responsive, if their system cannot meet all the following
requirements. These requirements will be evaluated on a ‘Pass/Fail’ basis. In order for a proposal to be
considered RESPONSIVE, a Proposer must be able to demonstrate that they satisfy EVERY Mandatory
requirement. LACCD recommends that vendors not respond to this RFP unless they can satisfy EVERY
Mandatory requirement.

Requirement                                                                     Verify Compliance
1. The vendor must have served as the Prime Contractor for a higher
   education institution where the software was implemented within a
   multi-campus environment with a student head count of at least 50,000
   students, and the installation must have used a single instance database.
                                                                                        □
2. The vendor must demonstrate that it has the skills and experiences
   needed to create real-time (not just batch) interfaces between the
   proposed software suite and the SAP Financials and Human Resources
                                                                                        □
   systems.
3. The vendor must have provided a substantial amount (greater than 50%
   of the total consultant hours) of the total work in the implementation of
   the proposed software suite at one or more California Community
                                                                                        □
   Colleges.
4. The vendor must provide support for the installation and on-going
   support of software functionality that supports all California
   Community College reporting requirements, including the creation of                  □
   the files necessary for MIS and attendance accounting (CF 320)
   reporting. This support must also provide programming updates, their
   installation and testing to accommodate any changes in Federal or State
   (California) statutory or regulatory requirements, as well as any MIS
   reporting data element additions/changes, procedural or reporting
   changes initiated by the California Community College Chancellor’s
   Office. The vendor must commit to providing this support and the
   associated pricing for a period of not less than 10 years after the last
   non-pilot campus goes ‘live’.
5. The vendor must only propose a fully burdened rate for implementation
   services in its proposal. (Burdened rates must be inclusive of all
   vendor expenses including but not limited to labor costs, employee                   □
   benefits, travel expenses, profit, administrative processing, overhead
   and any other direct or indirect costs incurred by the Consultant in the
   performance of the Work).




        ________________________________________________________________________________________
                                 Los Angeles Community College District, Contracts Office, 6th Floor,
                                     770 Wilshire Boulevard, Los Angeles, California 90017-3856
                          Tel: (213) 891-2430                                          Fax: (213) 891-2490
                                                           Page 33 of 79
             EXHIBIT “C” SOFTWARE RESPONSE – OTHER REQUIREMENTS

1.    The vendor should provide information about the company, including:
           • Company history
           • Company size and organization
           • How long the company has been in business
           • The most recent audited financial information (e.g., annual sales, profitability, etc.)
           • Contact information for at least three (3) comparable institutions where the proposed
              solution is in production (Names, roles, phone numbers, and e-mail)

2.    Provide a detailed list of all software products (both vendor-owned and 3rd party) that are required
      to provide LACCD with a complete solution to its needs.

      NOTE: Proposing vendors understand their products and complementary software products that are
      needed to meet LACCD’s needs. LACCD does not have this same level of information. As such,
      LACCD must assume that all software products that are necessary to meet the functional and
      technical requirements of the RFP have been included within the vendor’s proposal and within the
      pricing information that is provided. Proposing vendors accept complete responsibility to provide
      LACCD with all necessary software to meet its needs. Any software products that were not described
      in this proposal but that are necessary for the proposed solution to meet LACCD’s needs will be
      provided to LACCD by the proposing vendor at no additional licensing or maintenance costs.

3.    Provide a high-level description of the architecture of the current proposed products and the
      vendor's architectural strategy for the next five (5) years. Describe any major changes that the
      vendor thinks may occur over the next five (5) years.

4.    Provide a detailed diagram and describe the components of the hardware and infrastructure
      requirements for the proposed solution. This should include, at a minimum, the following:
            • Server hardware environment
            • Disk storage recommended requirements
            • Operating system support
            • Run-time architecture specifications (e.g., 1,2,3, or n-tier system, etc.)
            • Non-vendor provided components

5.    Provide a detailed diagram and describe the components of the proposed application software and
      how they integrate with one another, including non-vendor provided components required for the
      proposed solution.

6.    Provide detailed information regarding any third party software that is required to completely address
      all of LACCD’s requirements and to deliver a complete solution. For each of these 3rd party software
      firms, included in the proposed solution, describe:
             • Company
             • Company history
             • Company size and organization
             • Description of product
             • Product contact information
             • Comparable institutions and contact information where the product is in production
     ________________________________________________________________________________________
                              Los Angeles Community College District, Contracts Office, 6th Floor,
                                  770 Wilshire Boulevard, Los Angeles, California 90017-3856
                       Tel: (213) 891-2430                                          Fax: (213) 891-2490
                                                        Page 34 of 79
             •   Hardware and infrastructure requirements, if additional
             •   Patch process

7.     Provide detailed information for each user tool included in the proposed solution.

8.     The new SIS will be required to scale to meet the future computing needs of the District. It is
       anticipated that the District will grow from 109,000 FTE’s to 130,000 FTE’s over the next ten (10)
       years. The unduplicated headcount is approximately 200,000 students.

       Please describe how your proposed solution meets the scalability needs of the District.

9.     The vendor must publish and adhere to a regular patch release schedule. The solution must allow
       for applying patches in a rolling fashion - 1 machine at a time. The vendor needs to be able to
       provide custom bug fixes within a mutually agreed-upon turnaround time. Direct access to vendor
       support must also be provided (i.e. not through an intermediary).

       Please describe the proposed solution’s patch process and the frequency of patches within the last
       two (2) calendar years.

10.    Provide detailed information on how your proposed solution would integrate with the existing
       package solutions currently in use at LACCD if the District should choose to stay with components
       of the current solution, e.g., SAP Financials and HR.

11.    The District requires that all future application solutions run on multiple, redundant nodes
       (clustered or load-balanced). Provide detailed information on how your proposed solution would
       provide this support and how it would work in this environment

12.    The proposed solution must support interfacing with LDAP/RedHat and Microsoft’s Active
       Directory. Please describe how your proposed solution will utilize LACCD’s LDAP tool suite for
       user authentication of your proposed SIS solution. Describe any other authentication technologies
       that the proposer natively supports for its proposed SIS solution. Declare any restrictions that your
       proposed solution has when utilizing LDAP. NOTE: LACCD prefers to have real-time updates
       passed to LDAP as new students join the LACCD community and immediately need access to
       LACCD’s technology.

13.    LACCD is planning to move to an Identity Management solution over the next few years. Please
       describe the IdM products that your solution currently supports and they your solution interacts
       with each product. Also identify any particular advantages that any of these products would have
       over the others when working with your proposed SIS solution.

14.    The District is currently evaluating its identity management requirements and it is expected that is
       security practices and processes will evolve. Please describe how your solution will provide the
       following security functionality:
         a. Self-service portal functionality for prospective students as well as parents.
         b. The ability for students to grant access to parents to view/update certain student information.
         c. Service provision for students that never set foot on campus, such as pure distance learning
             programs and overseas programs.

15.    Provide detailed information about your proposed reporting solution.
      ________________________________________________________________________________________
                               Los Angeles Community College District, Contracts Office, 6th Floor,
                                   770 Wilshire Boulevard, Los Angeles, California 90017-3856
                        Tel: (213) 891-2430                                          Fax: (213) 891-2490
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16.    Provide detailed information about your proposed portal solution.

17.    Provide detailed information about your proposed solution for integrating with or replacing the
       current Degree Audit solution (DegreeWorks) being implemented by the District. Provide a rationale
       for remaining on or replacing DegreeWorks.

18.    Provide a description of any features (or value added components) available for use with the proposed
       software that has not been specifically requested in the RFP.

19.    Provide a description of any features (or value added components) available for use from the vendor
       outside of the proposed software that has not been specifically requested in the RFP.

20.    Provide a detailed description of the support and functional and technical training for the proposed
       software, including:
            • Overview of proposed training options for on-site or training center services
            • Recommended training plan including estimated timeframes

21.    Please provide detailed information regarding the support and maintenance of the proposed hardware
       and software solution. Specify the nature of any post-implementation support provided by the vendor
       including:
             • Product support options
             • Telephone support
             • Online support
             • Delivery method and release schedules of future upgrades and product enhancements
             • Availability of user groups
       NOTE: To standardize proposal responses, LACCD is requiring 24 x 7 support in its pricing
       spreadsheets.

22.    Please provide a complete list of all hardware and software platforms on which your product will
       operate.

23.    Please provide the specifications for the hardware and software platform on which you develop the
       products in the proposed solution.

24.    Please provide a complete list of all hardware and software platforms that make up your primary/first
       release level of service for the products which you will provide.

25.    Please provide a complete list of all hardware and software platforms that make up your secondary
       release level of service for the products which you will provide.

26.    Please provide detailed information regarding backup and disaster recovery requirements and
       recommendations. Vendors shall include procedures for backup and recovery.

27.    Please describe the overall install base of the company’s proposed solution, including specific
       information related to other installs of similar size and complexity of the District.

28.    Please describe the company’s future plans regarding the proposed hardware and software solution,
           including:
             • Release, update and fix schedules
      ________________________________________________________________________________________
                               Los Angeles Community College District, Contracts Office, 6th Floor,
                                   770 Wilshire Boulevard, Los Angeles, California 90017-3856
                        Tel: (213) 891-2430                                          Fax: (213) 891-2490
                                                         Page 36 of 79
             •   Support for current or new hardware and/or software platforms
             •   Product direction
             •   Policy regarding duration of support for back-level versions of this solution

29.    Please provide a complete list of all technical and functional documentation that will be provided with
       your proposed solution. The costs of this documentation must be included in the pricing spreadsheet.

30.    Provide complete descriptions of all training courses that you recommend that LACCD attend so that
       LACCD is prepared to support the implementation and to provide post-implementation support.




      ________________________________________________________________________________________
                               Los Angeles Community College District, Contracts Office, 6th Floor,
                                   770 Wilshire Boulevard, Los Angeles, California 90017-3856
                        Tel: (213) 891-2430                                          Fax: (213) 891-2490
                                                         Page 37 of 79
 EXHIBIT “D” SYSTEMS IMPLEMENTATION RESPONSE – OTHER REQUIREMENTS

1.    The vendor should provide information about the company, including:
           • Company history
           • Company size and organization
           • How long the company has been in business
           • The most recent audited financial information (e.g., annual sales, profitability, etc.)
           • Contact information for at least three (3) higher education institutions that are comparable
              in size, culture and complexity to the District where the vendor has completed
              implementation of the proposed SIS (Names, roles, phone numbers, and e-mail)

2.    Provide a detailed project plan that includes at least the following:
           • Project charter
           • Proposed implementation budget and timeline
           • The specific modules proposed to be installed
           • The order of module installation
           • The order and phasing of third party applications to be installed
           • A work breakdown structure to reflect an appropriate distribution of tasks, effort, and
               responsibility for each phase of the project between the District and the vendor

3.    Provide detailed physical space requirements for the vendor’s project team. This should include all
      spaces, equipment and other materials that may be needed.

4.    Provide proposed project organizational charts that encompass the entire project for both vendor
      and District responsibilities. Include resumes for key vendor positions, including:
           • Project Manager
           • Functional Leads
           • Technical Leads
           • Training Leads

      The District reserves the right to contractually obligate the vendor to subscribe to a “right of first
      refusal” clause for all key positions, whereby the District shall interview and approve staff filling
      key positions on the project prior to placement on implementation project. The District expects
      vendor personnel to be committed to the project for the duration of their role and the vendor will
      not roll personnel on and off the project without approval from the District. The District also
      reserves the right to ask the vendor to remove a person from the vendor’s project team at the
      District’s discretion. District shall also require personnel of equal or better qualifications to replace
      any removed or departing personnel.

      NOTE: If the vendor is requested to participate in a Statement of Work (SOW) review as part of a
      'short-list' of implementation vendors, the vendor will be given a planned project start date. The
      vendor must have the actual Project Manager that it plans to lead the project on the proposed start
      date attend and lead the SOW Discussion session.

5.    Provide a detailed description of the methods, strategies and tools that will be used to ensure that
      the project completes on-time and within the fixed price budget.
     ________________________________________________________________________________________
                              Los Angeles Community College District, Contracts Office, 6th Floor,
                                  770 Wilshire Boulevard, Los Angeles, California 90017-3856
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6.     Provide detailed information as to how the vendor will work with the District to conduct
       configuration setup for the proposed solution. The District wishes to implement common processes
       across its users to support the system to the best of its ability. The District has completed a first
       phase of business process reengineering (“BPR”) of its core Student Services processes. LACCD
       wants to use this BPR work to guide the SIS configuration setup. Please describe how the vendor
       proposes to work with the District in this regard and the level of support provided by the vendor
       versus the level of support required by the District during this phase of the project.

7.     Provide detailed information as to how the vendor will work with the District during each of the
       phases of the project, including the technical aspects of the project.

8.     Provide detailed information as to how the vendor proposes to transfer knowledge to the District
       project team and IT staff members during different phases of the implementation project.

9.     Provide a detailed plan for training the users prior to system implementation. The District requires
       assistance from the vendor to provide and support initial training solutions and related services for
       the development, implementation, management, administration, use, and maintenance of the vendor
       business processes and software. Please include information as to how the District can adapt the
       implementation training plan for use in providing on-going training. Provide complete descriptions
       of all on-site training that you would provide to functional and technical users, as well as a
       proposed schedule of when these would occur.

10.    Provide a detailed discussion of your proposed data migration plan, including your
       recommendations as to how much data should be converted prior to implementation.

11.    The District has identified the need for the following conceptual environments:
            1) Sandbox environment
                     a. Exploration of new ideas
                     b. Prototyping possible solutions
            2) Development
                     a. Stable environment where developers and analysts can work on
                              i. Modifications
                             ii. Extensions
                            iii. “Bolt-On” development
                            iv. Setting / Changing configuration values
                             v. Business Rules
            3) Quality / Assurance
                     a. A stable environment similar to production where tested development code can be
                         placed to see how it will behave in a production-like environment before moving
                         to production and user-acceptance testing takes place.
            4) Training
                     a. A stable environment, usually in line with production (sometimes leading,
                         sometimes trailing production) where business offices can train employees on
                         current or upcoming release of the system.
            5) Production


      ________________________________________________________________________________________
                               Los Angeles Community College District, Contracts Office, 6th Floor,
                                   770 Wilshire Boulevard, Los Angeles, California 90017-3856
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                   a. A stable environment where the actual and official day to day work of the District
                      via the application is accomplished.

   The solution must support a promotion model for both applications and configuration items (i.e. -
   from test to QA to production).

   Describe how you would lead the deployment of these environments.

12. Provide information for any subcontractors that the vendor proposes to use to complete the services
       contracted under this agreement, including:
         • Company history
         • Company size and organization
         • How long the company has been in business
         • The most recent audited financial information (e.g., annual sales, profitability, etc.)
         • Contact information for institutions (comparable to the District, if possible) where the
             vendor and subcontractor have worked together on a completed implementation of the
             proposed student system

13. Provide information as to how the vendor proposes to manage its subcontractors to ensure that the
    needs of the District will be met in a timely and cost efficient manner.

14. Provide a description of any value added components available from the vendor that support the
    needs of the District and why the District should consider these value added components.

15. Provide a detailed plan describing post-implementation support model of each implemented
    module.

16. Provide a listing of all assumptions used to create this response.

17. Provide three current systems implementation references for installations within the past five (5)
    years. Each reference should describe the background of each project, the original estimate of
    project hours, the final actual number of billed hours and the final cost of each implementation.
    Each reference should provide detailed client contact information for:
      a. The client Project Sponsor
      b. The client Project Manager
      c. The client Functional Lead
      d. The client Technical Lead

18. Complete and return the detailed Systems Implementation Statement of Work document in Exhibit
    K.




    ________________________________________________________________________________________
                             Los Angeles Community College District, Contracts Office, 6th Floor,
                                 770 Wilshire Boulevard, Los Angeles, California 90017-3856
                      Tel: (213) 891-2430                                          Fax: (213) 891-2490
                                                       Page 40 of 79
                              EXHIBIT E: SAMPLE FORM OF CONTRACT
                              IMPLEMENTATION AGREEMENT

                 This Implementation Agreement ("Agreement") dated for reference purposes as of _______________
("Reference Date") is entered into between the Los Angeles Community College District ("LACCD or in the
alternative referenced as “District"), and ____________________ ("Consultant " ______________).

                                              RECITALS

                A.      LACCD, the nation's largest community college district, encompasses an
area of 884 square miles in metropolitan Los Angeles and serves a population of several million residents. LACCD's
nine colleges ("Colleges") are Los Angeles City College, East Los Angeles College, Los Angeles Harbor College,
Los Angeles Mission College, Los Angeles Pierce College, Los Angeles Southwest College, Los Angeles Trade-
Technical College, Los Angeles Valley College, and West Los Angeles College.

                B.      In 2008 – 2009, the LACCD served 109,930 full-time equivalent students FTES collectively
among its various Colleges.

                C.      LACCD's current student applications were developed in-house over a
number of years and are heavily customized to current requirements. These applications run on HP Superdome
Servers running OpenVMS, ACMS and an RDB DBMS. Colleges access these servers via a wide area network.
Consultant will provide professional services necessary to implement a System to replace LACCD's existing student
information systems.

                 D.      Consultant represents that it has the requisite professional skills, business
process and information technology knowledge, implementation methodology and experience, project management
expertise, integration capabilities, and resources required to effectively Implement the System throughout LACCD.
Consultant acknowledges that successful Implementation of the System will require appropriate communication and
cooperation between Consultant and Licensor. .

                 E.       Both parties acknowledge that a principal objective of LACCD in entering
 into this Agreement is to use the functionality of the System to improve the efficiency and effectiveness of
 LACCD's student services operations and record-keeping.


                F.      The complete contract between the Consultant and LACCD includes the following
 documents as applicable: LACCD’s Request For Proposal No. 10-16, any addenda, the Consultant’s proposal
 and its acceptance by LACCD, this Implementation Agreement, and all amendments thereto. Any of these
 documents shall be interpreted to include all provisions of the other documents as though fully set forth
 therein.


                 G.       The work to be performed under this Agreement is set forth in the
 Statement of Work attached hereto. Terms and conditions in the Statement of Work shall supersede any
 conflicting terms and conditions in this Agreement for only the specific assignment defined in said Statement
 of Work.




        ________________________________________________________________________________________
                                 Los Angeles Community College District, Contracts Office, 6th Floor,
                                     770 Wilshire Boulevard, Los Angeles, California 90017-3856
                          Tel: (213) 891-2430                                          Fax: (213) 891-2490
                                                           Page 41 of 79
                                                    AGREEMENT

               In consideration of the foregoing Recitals (which are incorporated herein) and the mutual covenants
and agreements contained herein, the parties hereto agree as follows:

    1.            Definitions.

                  The following terms, when used in this Agreement, shall have the following
meanings:

                  1.1     "Agreement".

                         "Agreement" shall mean this Implementation Agreement, Exhibits, and all documentation
incorporated herein by reference.

                  1.2     "Business Days".

                          "Business days" shall mean Monday through Friday, except national and
state holidays.

                  1.3     "Consultant Personnel".

                        "Consultant Personnel" shall mean all individuals, whether employees, agents,
subconsultants, or independent Consultants rendering services under this Agreement on behalf of Consultant.

                  1.4     "Consultant Software".

                      "Consultant Software" shall mean any and all modifications or extensions to the Licensor
 Modules made by Consultant. Consultant Software shall not include configuration of Licensor Modules.

                  1.5     "Creative Works".

                        "Creative Works" shall mean any and all original works of authorship fixed in any tangible
 medium of expression, including, but not limited to, writings, charts, drawings, software, videos, photographs, music,
 designs, and mask works, and further including, but not limited to, any other subject matter for which copyright or
 mask work protection would apply, specifically including process designs, computer software, materials, instructional
 and procedural manuals, and related documents and copies thereof.

                  1.6    "Days".

                         "Days" shall mean calendar days.

                  1.7    "Deliverable" or "deliverable".

                         Shall mean an item and/or a service to be provided by either Consultant or LACCD, or both,
and which is identified as a Deliverable in the Statement of Work.

                  1.8    "Implementation" or "Implement".

                          "Implementation" or "Implement" shall mean the process by which the Licensed Software is
         ________________________________________________________________________________________
                                  Los Angeles Community College District, Contracts Office, 6th Floor,
                                      770 Wilshire Boulevard, Los Angeles, California 90017-3856
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installed, implemented, and adapted for use by LACCD as provided in this Agreement. Implementation includes, but
is not limited to planning, designing, knowledge transfer, converting of systems, and reengineering of business
processes.

                1.9     "Intellectual Property".

                          "Intellectual Property" shall mean all ideas, Inventions (whether patentable or not and
whether or not such inventions are described or claimed in any patent or patent application), Joint Inventions,
discoveries, improvements, designs (useful or ornamental), technical or other information, and works subject to
copyright, all as may be manifest in or result from specifications, manuals, reports, drawings, functional or system
block diagrams, flowcharts, circuit diagrams, design or user documentation, engineering notebooks, schematics,
simulation data, procedures, processes, flows, software, firmware or other tangible or intangible embodiments of
information, which relate to the concept, function, design, development, manufacture, testing, use, operation,
maintenance or repair of any system (whether hardware, software, or combined) product, apparatus, article of
manufacture, program, process, method, or service. "Intellectual Property" shall also include patents, patent
applications (including continuations, continuations-in-part, divisions, reissues, reexamined patents and patent
applications, and extensions thereof), copyrights, trademarks, service marks, trade names, logos, trade secrets, and any
proprietary right(s) residing in or derived from the subject matter above. Excluded from this definition are _____
Modules and _____ Documentation.

                1.10 "Invention".

                         "Invention" shall mean an idea, design, technique, invention, discovery, or improvement
thereof, patentable or not, any part of which is conceived or reduced to practice in performance of this Agreement by
Consultant or Consultant's Personnel. An Invention made by Consultant or Consultant's Personnel with LACCD
Personnel is a "Joint Invention."

                 1.11 "LACCD".

                        "LACCD" shall include LACCD and any person or entity to which this Agreement is
assigned in accordance with Section 20 (Assignment).

              1.12 "Licensor".
             "Licensor" shall mean ____________________________________ or
_____________________________________.

                 1.13 "Licensor Modules".

                        "Licensor Modules" shall mean all Licensor software identified in the
Statement of Work.

                 1.14 "Proprietary or Confidential Information".

                          " Proprietary or Confidential Information" means, with respect to LACCD, all information
disclosed concerning the past, present or future business activities of LACCD, its employees, Consultants and/or
students, as well as any information reasonably identifiable as the confidential and proprietary information of
LACCD. With respect to _________________________ (collectively, "________" or "Licensor"), "Proprietary
Information" means the _________ software and _________ documentation and any complete or partial copies
thereof, the program concepts, third-party database, any other third-party software licensed with or as part of the
_____ software, benchmark results; as well as any information reasonably identifiable as the confidential and
proprietary information of ________. "Proprietary Information" does not include any information which (i) is or

        ________________________________________________________________________________________
                                 Los Angeles Community College District, Contracts Office, 6th Floor,
                                     770 Wilshire Boulevard, Los Angeles, California 90017-3856
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becomes publicly available through no act or failure of the other party; or (ii) was or is rightfully acquired by the other
party from a source other than the disclosing party prior to receipt from the disclosing party; or (iii) becomes
independently available to the other party as a matter of right.

                       LACCD shall require Consultant’s staff /project team and subconsultants to sign a Duty of
Confidentiality Agreement form prior to working on the SIS project.

                  1.15 "Statement of Work".

                          "Statement of Work" shall mean the tasks and events leading to Implementation of the
 System, as described in the Statement of Work attached hereto as Exhibit "___" (Statement of Work).

                  1.16 "System".

                        "System" shall mean the operation of all Licensor Modules set forth in the Statement of
 Work, as Implemented, and includes Consultant Software.

                  1.17 "Users" .

                          "Users" shall mean any individual or entity authorized by LACCD to use the System under
this Agreement.

    2.            Term.

                2.1      Initial Term. This Agreement shall be effective as of the Reference Date
and shall continue in effect until the earlier of (a) the date that all services to be provided by Consultant to LACCD
under this Agreement have been completed, or (b) _______________ (the "Initial Term"), unless earlier terminated
as provided herein. In the event LACCD modifies or adds Deliverables in accordance with Section 6.1 (A), or scales
back Consultant's project staff in accordance with Section 6.1(B), the term of this Agreement shall, unless earlier
terminated, be extended until (a) the date that all services to be provided by Consultant to LACCD under this
Agreement have been completed, or (b) a date mutually agreed upon by the parties. Time is of the essence under this
Agreement.

                2.2      Optional Term. LACCD, at its sole discretion and option, may elect to
extend the term of this Agreement for a period beyond the Initial Term (the "Optional Term") during which
Consultant shall perform some or all of the services specified in the Optional Statement of Work attached hereto
as Exhibit "____."

     3.           Scope of Work.

                 3.1      Statement of Work. The Statement of Work, attached hereto as Exhibit
"A," defines Consultant's scope of work under this Agreement and includes a general listing of the Deliverables to
complete the Implementation within the Maximum Payment Obligations specified in Section 9 of this Agreement.
The parties agree that the Detailed Scope Document appearing as the first Deliverable under "Principal Deliverables"
in the Phase I Project Preparation portion of the Statement of Work shall be incorporated into and become part of the
express terms of the Statement of Work. Notwithstanding the foregoing, if the parties disagree regarding the inclusion
of certain items within the Detailed Scope Document (the "disputed items"), and LACCD insists that the disputed
items be included in the Detailed Scope Document, Consultant shall be under no obligation to perform any of the
services or provide any of the Deliverables which relate to the disputed items.

                  3.2      Optional Statement of Work. LACCD, at its sole discretion and option,
          ________________________________________________________________________________________
                                   Los Angeles Community College District, Contracts Office, 6th Floor,
                                       770 Wilshire Boulevard, Los Angeles, California 90017-3856
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 may request that Consultant perform some or all of the services set forth in the Optional Statement of Work
 attached hereto as Exhibit "___." Upon LACCD's request for Consultant to perform such services, all terms and
 conditions of this Agreement shall be binding upon Consultant's performance of the Optional Statement of Work,
 and such Optional Statement of Work shall become part of this Agreement.

    4.          Administration of Agreement - Consultant

                4.1     Consultant's Project Manager.

                           Consultant's Project Manager shall be responsible for Consultant's day-today activities as
related to this Agreement and for reporting to LACCD in the manner set forth in Section 4.3 (Reporting by
Consultant). The Project Manager shall also assign and schedule Consultant Personnel to perform all of the services
required by Consultant under this Agreement, and act as Consultant's initial representative for dispute resolution.
Consultant's Project Manager shall meet and confer with LACCD's Project Manager on a regular basis and shall use
all reasonable efforts to obtain Licensor's cooperation and assistance in completing the Implementation. Consultant's
Project Manager shall be the full-time employee set forth in Exhibit "___."

                4.2      Consultant Personnel.

                          A.     Consultant agrees that all project staff assigned to perform work
under this Agreement must have experience with similar implementations in which they performed the tasks to
which they will be assigned under this Agreement. LACCD has the sole reasonable discretion to approve or
disapprove each member or proposed member of Consultant Personnel during their performing work hereunder. No
Consultant Personnel shall begin to provide any services or incur any expenses without the prior approval of
LACCD specifically authorizing that particular member of Consultant Personnel to commence work under this
Agreement. Consultant shall specifically notify LACCD of the identity of any of Consultant's Personnel who are
performing services as a subConsultant. Consultant shall provide LACCD with a resume of each proposed initial
member of Consultant Personnel, and any proposed substitute therefor, and provide LACCD an opportunity to
interview such person prior to his performing any work hereunder. In addition, Consultant represents and warrants
that it will, to the maximum extent possible, take all necessary steps to assure continuity over time of the
composition of Consultant Personnel.

                     B.     To the extent possible, Consultant shall use personnel from the Los Angeles County,
Orange County, Ventura County, and Riverside County areas in providing services under this Agreement.

                        C.       Consultant shall promptly fill any vacancy in Consultant Personnel
with personnel having qualifications at least equivalent to those of the member(s) being replaced.

                          D.       Consultant shall supply sufficient staff to discharge its
 responsibilities hereunder in a timely and efficient manner, including, without limitation, as required to comply
 with the Statement of Work attached hereto. However, in the event that LACCD exercises its rights under
 Section 6.1 (B) of this Agreement, the provisions of this Section 4.2(C) shall be waived to the extent that such
 exercise affects Consultant's ability to complete a certain task or Deliverable.

                         E.       In the event Consultant should ever need to remove any staff from
performing services under this Agreement, Consultant shall provide LACCD with prior adequate notice and the
existing member shall remain assigned to LACCD's project for a minimum of five (5) business days (unless LACCD
requests a shorter period of time) for the purpose of training/educating the replacement member regarding the status of
the work currently being performed. In the case of the Key Personnel identified in Exhibit "___", this time shall be
extended to ten (10) business days, unless a shorter period of time is requested by LACCD. There shall be no charge to
LACCD for the replacement member's time in providing the foregoing services during the five- (5) or ten- (10) day
training period; however, all expenses related to the existing member's performance shall remain due and payable
         ________________________________________________________________________________________
                                  Los Angeles Community College District, Contracts Office, 6th Floor,
                                      770 Wilshire Boulevard, Los Angeles, California 90017-3856
                           Tel: (213) 891-2430                                          Fax: (213) 891-2490
                                                            Page 45 of 79
under the terms of this Agreement. If the removal of staff is for the purpose of reassignment to another project of
Consultant, said staff shall, at LACCD's request, if reasonably possible, be returned to work under this Agreement
within ninety (90) days of his/her removal.

                          F.      In the event Consultant replaces a member of Consultant Personnel
and such replacement was not requested by LACCD or approved by LACCD, LACCD shall not be obligated to pay
for any fees or costs associated with any services or expenses billed by such replacement.

                          G.     Notwithstanding any other provision of this Agreement to the
contrary, in the event that a member of Consultant Personnel performs work in a manner that is deemed unacceptable
by LACCD's Project Manager, and LACCD so notifies Consultant but Consultant fails to correct the problem,
LACCD reserves the right to disallow all costs associated with the unacceptable work.

                        G.        LACCD shall have the right, at its sole reasonable discretion, to
request removal of project staff at any time.

                4.3     Reporting by Consultant.

                        A.       Weekly Meetings

                                 To control expenditures and to provide LACCD with information as to project
status, Consultant's Project Manager and Team Leads shall meet at least weekly with their LACCD counterparts to
review:

                                (1)     The status of all tasks, sub tasks, Deliverables, goods,
        services, and other work scheduled to be completed during the week.

                                (2)      The status of any unscheduled tasks, subtasks,
        Deliverables, goods, services, or other work.

                                (3)    The tasks, subtasks, Deliverables, goods, services, and
         other work scheduled to be completed in the following week.

                                   (4)      Issues to be resolved and issues that were resolved, with
         specific reference to issues that have or might negatively impact or in any way delay completion of a
         project phase or Deliverable.

                                 (5)       Any other information which Consultant or LACCD
         believe is or may be significant to the other party.

                         B.      Quarterly Reports

                                 Consultant shall provide LACCD with quarterly written reports of:

                                 (l)     The status of all tasks, subtasks, Deliverables, goods,
         services, and other work scheduled to be completed during the quarter.

                                 (2)      The status of any unscheduled tasks, subtasks,
         Deliverables, goods, services, or other work.

                                 (3)    The tasks, subtasks, Deliverables, goods, services, and
         other work scheduled to be completed in the following quarter.
        ________________________________________________________________________________________
                                 Los Angeles Community College District, Contracts Office, 6th Floor,
                                     770 Wilshire Boulevard, Los Angeles, California 90017-3856
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                                    (4)      Issues to be resolved and issues that were resolved, with
          specific reference to issues that have or might negatively impact or in any way delay completion of a
          project phase or Deliverable.

                                   (5)      Any other information which Consultant or LACCD
          believe is or may be significant to the other party.

                         C.       Alert Reports.

                                 Consultant shall immediately notify LACCD in writing on becoming aware of any
change or problem that would impede, delay, prevent or increase the cost of completion of a Phase or Deliverable.
Such written notice shall include a detailed description of the relevant change or problem and include
recommendations for resolution or disposition.

     5.          Administration of Agreement - LACCD

                 5.1      LACCD's Project Management Team.

                          LACCD's Project Manager shall be responsible for LACCD's Project Team’s performance
of its tasks and for ensuring Consultant's compliance with this Agreement. LACCD's Project Manager shall meet
and confer with Consultant's Project Manager on a regular basis, as provided in this Agreement. LACCD's Project
Manager shall have the right at all times to inspect any and all tasks, Deliverables, goods, services, and/or other
work provided by or on behalf of Consultant. LACCD's Project Team for this Agreement shall be the LACCD
personnel specified in Exhibit "___." LACCD shall notify Consultant in writing of any change in the name or
address of LACCD's Project Manager.

                  5.2     LACCD Personnel.

                         Unless otherwise stated in this Agreement, all LACCD personnel assigned to this Agreement
shall remain under the administrative supervision of LACCD, although project-related work assignments will be made
by either Consultant's Project Manager or LACCD's Project Manager or Team Leaders as appropriate. Except as
otherwise provided in this Agreement, Consultant understands and agrees that all such LACCD personnel are assigned
only for the convenience of LACCD.

                  5.3     Third Party Consultants

                        LACCD may, in its sole reasonable discretion, separately contract with any third party
Consultant to perform any or all of the services to be performed by LACCD hereunder.

                  5.4     Acceptance of Deliverables.

                         A.       Procedure.

                          LACCD and Consultant acknowledge that, in many cases, both parties will work together
toward the completion of the Deliverables set forth in the Statement of Work.· Notwithstanding the foregoing, either
party shall have the right to request that a Deliverable be treated as accepted, at which time the parties will participate
in good faith in the following procedure: Within ten (10) business days following the date either party requests that a
Deliverable be accepted (the "Evaluation Period"), LACCD shall: (I) accept the Deliverable; (2) mutually agree with
Consultant to extend LACCD's Evaluation Period beyond ten (10) business days; or (3) provide a detailed written
Notice of Failure to Consultant. If LACCD provides a Notice of Failure to Consultant, Consultant shall perform all
services necessary to cure the failed Deliverable and thereafter request that the Deliverable be accepted. LACCD
          ________________________________________________________________________________________
                                   Los Angeles Community College District, Contracts Office, 6th Floor,
                                       770 Wilshire Boulevard, Los Angeles, California 90017-3856
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shall then either accept the Deliverable or, if the Deliverable fails acceptance for a second time, LACCD may, at its
sole reasonable discretion, either (a) require Consultant to repeat the above procedure or (b) pursuant to Section
5.4(B) below, seek a refund of the amounts related to any failed Deliverable(s) for which Consultant had primary
responsibility.

                         B.      Refund of Amounts Paid.

                                   In the event of non-acceptance of one or more Deliverable(s) for which Consultant
is primarily responsible, Consultant shall pay to LACCD, within ten (10) business days of written notice of
termination, all sums paid to Consultant by LACCD under this Agreement attributed to the Deliverable which
triggered the termination, or for all unaccepted Deliverables if the entire Agreement is terminated. At LACCD's
option, any reimbursement due to it may be credited against other sums due and payable by LACCD to Consultant
under this Agreement.

                 5.5     Approval of Invoices.

                          All invoices submitted by Consultant for payment must have the written approval of
 LACCD's Project Manager prior to any payment thereof less any offsets due to LACCD, which approval shall be
 provided or denied in a timely manner considering the circumstances. In no event shall LACCD be liable or
 responsible for any payment prior to such written approval. LACCD may approve all or any portion of an invoice for
 payment.

                         All invoices shall be submitted to: LACCD Project Manager, Los Angeles Community
 College District, 770 Wilshire Blvd., Los Angeles, CA 90017, with copies to the Chief Information Officer at the
 same address.

                5.6     Format of Invoices.

                         Each invoice shall summarize the date on which services were performed, the identity of
Consultant's Personnel performing such work, and the amount of time that was spent performing those specific
services. In addition, Consultant shall specify for each individual entry the specific Deliverable(s) for which the
services provided directly relate.

                5.7     Invoices for Payment.

                          The method of payment for this Agreement will be based on Rates found in Exhibit _____.
Contractor rates shall be a fully burdened rate to include labor costs, employee benefits, travel expenses, profit,
overhead and other direct/indirect costs incurred by the Contractor in the performance of the work. Contractor shall
submit invoices, in arrears, not more frequently than monthly. Documentation supporting charges will be submitted
with each invoice, i.e., copies of time records for personnel to support hours billed etc.

                         Once a month, no later than the 15th day of the month following the month in which
services are performed under this Agreement, Consultant shall submit to District an accurate and complete Invoice
for Payment, using a form of application approved by and satisfactory to District, signed by Consultant, requesting
payment for contracted Services completed by Consultant during the preceding calendar month that is calculated in
accordance with the following:

                         A.      a portion of the contracted Services Fees as agreed to, based on one of the following
computations, as applicable:



        ________________________________________________________________________________________
                                 Los Angeles Community College District, Contracts Office, 6th Floor,
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                                (1)     if the Contracted Services Fees are based on an hourly/not-to-exceed
        compensation, the number of hours of contracted Services performed by Consultant’s personnel in accordance
        with this Agreement multiplied times the hourly rates set forth in Exhibit A attached hereto for such personnel,
        but not exceeding a prorated share of the Guaranteed Maximum Fee based on the product of (a) the percentage
        of Contracted Services performed in accordance with this Agreement multiplied times (b) the Guaranteed
        Maximum Fee; as identified in Section 9.




                        B.       less, payments previously made;

                        C.       less, amounts that District is authorized to retain or with agreement.


        5.8     Disputed Calculations.



        In the event that there is a disagreement between District and Consultant with respect to any of the calculations
referred to in Section 5.7, above, then Consultant shall revise and resubmit the Invoice for Payment to reflect such
percentages as determined by District, in the exercise of its good faith judgment, to be appropriate.



        5.9     Accompanying Documentation.



        Invoices for Payment submitted by Consultant shall be accompanied by the following:



               A.      copies of supporting documentation satisfactory to District substantiating Consultant’s request
for compensation for contracted Services (including, without limitation, time sheets verifying actual hours and tasks
performed, invoices and other accounting records verifying sums incurred);


                B.       a brief narrative progress report which shall include, at a minimum, a description of the
progress accomplished in the period of time covered by the current Invoice for Payment, the current status of the
Consultant’s performance of services, any problems or delays encountered and a forecast of services that will be
completed in the next thirty (30) days.



        5.10    Payment by District.



                A.      Payment.

        ________________________________________________________________________________________
                                 Los Angeles Community College District, Contracts Office, 6th Floor,
                                     770 Wilshire Boulevard, Los Angeles, California 90017-3856
                          Tel: (213) 891-2430                                          Fax: (213) 891-2490
                                                           Page 49 of 79
                 Except as otherwise provided in this paragraph, with respect to final payment, payment of undisputed
amounts included in an Invoice for Payment prepared and submitted in accordance with this Agreement shall be made
by District monthly within thirty (30) days after receipt by District of an Invoice for Payment requesting payment that
is prepared and submitted in accordance with this Agreement. Payment of undisputed amounts included in an Invoice
for Payment prepared and submitted in accordance with this Agreement in which Consultant requests final payment
(meaning, the last and final amount payable to Consultant for any compensation under this Agreement) shall be made
by District within forty-five (45) days after receipt by District of the Invoice for Payment requesting final payment.
                B.       Waiver of Claims.



                Acceptance of final payment by Consultant shall constitute a waiver of all claims by Consultant,
except for those previously made in writing and identified by Consultant as unsettled in Consultant’s Invoice for
Payment requesting such final payment that is prepared and submitted in accordance with this Agreement.




         5.11   Withholding.



        District shall have the right, in the event of a breach by Consultant of any provision of this Agreement, to
withhold payment from Consultant, including, without limitation, the right to withhold amounts to protect against
losses or liabilities occurring or threatened as a result of such breach.



         5.12   Continuous Performance.



        Consultant shall not stop, slow, or suspend performance of Contracted Services on account of any good faith
dispute between District and Consultant, including, without limitation, any dispute as to the amount due and payable to
Consultant under this Agreement for Services, or Additional Services.



         5.13   Taxes.



         The compensation agreed to in this Agreement includes all applicable and required federal, state, and local
sales or other taxes, if any.



    6.          Change Control.


         ________________________________________________________________________________________
                                  Los Angeles Community College District, Contracts Office, 6th Floor,
                                      770 Wilshire Boulevard, Los Angeles, California 90017-3856
                           Tel: (213) 891-2430                                          Fax: (213) 891-2490
                                                            Page 50 of 79
                 6.1     Change in Scope

                        During the term of this Agreement, LACCD maintains the right to control the manner in
which this Agreement is performed. As such, LACCD, in its sole reasonable discretion, shall have the right to:

                         (A)     modify, add to or delete any of the Deliverables contained within The Statement of
Work
                          (B)      upon thirty (30) days prior notice to Consultant, scale back
Consultant's project staffing at any time and redirect the portion of the budget related to that staffing to other
project areas or uses; and/or

                        (C)      upon thirty (30) days prior notice to Consultant, separately contract
with any third party Consultant to perform any or all of the services to be performed by Consultant under the
terms of this Agreement (and such contract shall not be deemed to be an assignment on the part of LACCD).

                           If Consultant believes that LACCD's exercise of its rights under Section 6.1 (A) or Section
6.1 (B) interferes with its ability to meet any Deliverable, Consultant shall provide LACCD with an Alert Report
pursuant to Section 4.3(C). LACCD and Consultant shall thereafter meet and discuss the impact, if any, which
LACCD's exercise of rights hereunder has upon the particular Deliverable(s) identified by Consultant. If, after
meeting together, the parties are unable to agree on the withdrawal of the Alert Report or otherwise agree upon an
amendment to the Statement of Work, Consultant shall be under no obligation to perform any of the services or
provide any of the Deliverables which Consultant has identified in its Alert Report as being impacted by LACCD's
actions. Notwithstanding the fact that Consultant shall thereafter have no further responsibility for such services or
Deliverables, nothing herein shall relieve Consultant of any duty or obligation arising under any warranty or remedy
provision contained within this Agreement related to services or Deliverables completed by Consultant prior to the
date of the Alert report.

                           If LACCD appoints a third party Consultant to perform any services which originally were to
be performed by Consultant, Consultant shall thereafter have no responsibility for such services. Notwithstanding the
foregoing, Consultant shall fully cooperate with LACCD in the transition to a third party Consultant. Such
cooperation shall include, but shall not be limited to, providing parallel services until LACCD's transition is
completed. In the event such transition services are requested by LACCD, Consultant agrees to provide such services
for a period not to exceed sixty (60) days (unless the parties agree to a longer period of time), and Consultant shall be
paid at its then current rates for such services, unless such transition of services is necessitated as a result of a
termination of this Agreement for cause.

                 6.2     Change in Price

                 Any increase in price of this Agreement shall require proof from the Consultant and a finding by both
parties that modifications that increase costs to the Agreement requested by LACCD would cause a substantial
financial impact on Consultant. In addition, any price changes to this Agreement must be approved by LACCD's
Board of Trustees. In the event LACCD's Board of Trustees fails to approve said price increase Consultant shall not
be bound to perform the additional services or provide the additional Deliverables which resulted in the increase in
price. Thereafter, any such changes (including changes to the Maximum Payment Obligations) will be documented in
accordance with Section 21 of this Agreement. Conversely, if LACCD or both parties agree to decrease the scope of
services under this Agreement, it is expected that a decrease in the contract price shall also occur.

     7.          Work Space and Materials.

                LACCD agrees to provide reasonable workspace, general office supplies, and appropriate
computer access time for Consultant Personnel while working at LACCD's facilities. Any additional or unusual
materials needed by Consultant Personnel in connection with the performance of services hereunder shall be
          ________________________________________________________________________________________
                                   Los Angeles Community College District, Contracts Office, 6th Floor,
                                       770 Wilshire Boulevard, Los Angeles, California 90017-3856
                            Tel: (213) 891-2430                                          Fax: (213) 891-2490
                                                             Page 51 of 79
provided at Consultant's expense or as otherwise specified in the Statement of Work.

     8.           Documentation

                        At LACCD's request, Consultant shall provide LACCD with documentation relating to the
design and Implementation of the System as specified in the Statement of Work. Consultant shall convey any
ownership and other intellectual property rights in the Documentation as provided in Section 16 (Intellectual
Property).

     9.           Payment.

                  9.1     Consultant Fees.

                          For all labor billed by Consultant, payments shall be based on 100% of all payments upon
receipt of planned deliverables identified by the parties for that phase of the project. Payment is contingent on
LACCD’s full acceptance of substantial completion of all deliverables associated with a particular project milestone.
A Deliverables review, acceptance, and rejection, correction and re-submission process shall be established by the
LACCD and implemented upon mutual acceptance of the process by the parties.

                  9.2     Rate Increases.

                         The rates set forth in Exhibit “____" shall be fixed for a period of eighteen (18) months from
 the Reference Date. Thereafter, such rates may be increased by the CPI index rate or up to a maximum of two percent
 (2 %) per year, whichever is lower. To the extent possible, Consultant shall use personnel from the Los Angeles
 County, Orange County, Ventura County, and Riverside County areas in providing services under this Agreement.

                 9.3     Changes in Labor Rates due to Promotions.

                           In the event that Consultant promotes staff assigned to perform work under this Agreement
to a higher position with an increase in compensation, Consultant shall continue to bill such staff to LACCD at the
rate in effect at the inception of this Agreement.

                 9.4     Payment Does Not Imply Acceptance.

                         The making of any payment or payments by LACCD, or the receipt thereof by Consultant,
shall not imply acceptance by LACCD of any services or work performed hereunder or the waiver of any warranties
or requirements of this Agreement. LACCD expressly reserves the right to disallow any charges which do not
conform to the terms of this Agreement or which are otherwise deemed to be excessive, unnecessary or duplicative of
other charges.

                 9.5     Maximum Payment Obligations.

                        Except as provided in Section 14, LACCD's maximum payment obligation to Consultant
under this Agreement shall not exceed any of the following maximum amounts:

                        9.5.1 The Phase Maximum for fees under Phase I as described in the Statement of Work
shall be __________________________ ($__________). Thereafter, prior to the conclusion of each phase described
in the Statement of Work, the parties shall agree to a Phase Maximum for the next succeeding phase.

                          9.5.2 Annual Maximums. The Annual Maximums for fees shall be as follows: [TBD] (the
“Annual Maximums”)
          ________________________________________________________________________________________
                                   Los Angeles Community College District, Contracts Office, 6th Floor,
                                       770 Wilshire Boulevard, Los Angeles, California 90017-3856
                            Tel: (213) 891-2430                                          Fax: (213) 891-2490
                                                             Page 52 of 79
                         9.5.3 Project Maximum. The amount of [TBD] in the aggregate, including all fees and
 expenses (the "Project Maximum").

                          9.5.4. Maximum Payment Obligations. The Phase Maximums, the Annual Maximumsand
 the Project Maximum shall be collectively referred to as the "Maximum Payment Obligations" and shall be inclusive
 of all amounts payable to Consultant for its costs arising from, or due to termination of, this Agreement. The
 following priority of maximums shall govern: (1) Project Maximum; (2) Annual Maximum; and (3) Phase
 Maximum

      10.         Consultant's Representations, Warranties and Covenants.

                  10.1     Service Warranty.

                            Consultant represents, warrants and agrees that all services to be provided under this
 Agreement shall be performed in a professional, competent, and timely manner by
 appropriately qualified personnel in accordance with the Statement of Work and as otherwise provided in this
 Agreement. LACCD has received from Consultant the Qualifications and Experience Statements and Resumes
 (attached as Exhibit "__") and, in selecting Consultant to provide the services pursuant to this Agreement,
 LACCD has relied upon the representations and warranties contained therein regarding Consultant's technical
 skills and abilities, as well as the profiles and background experience of Consultant's personnel who are listed in
 that document. In addition to the Qualifications and Experience Statements and Resumes provided, Consultant
 further represents, warrants and agrees as being true and correct its representations and warranties made in this
 Agreement as well as Consultant's Proposal (attached as Exhibit "___").

                   10.2 Limited Warranty.

                           Consultant represents, warrants, and covenants that for a period of twenty-four (24) months
 after the entire System is first used in actual production, so long as the System is not thereafter modified by LACCD
 without the consent or participation of Consultant, the System shall continue to operate in the same manner as such
 System operated at the time of the Go Live date pursuant to the appropriate phase identified in the Statement of
 Work. One or more of the Licensor Modules comprising the System shall be deemed modified if any upgrade, patch,
 or change note issued by Licensor is Implemented by any party other than Consultant and such upgrade, patch or
 change note has a significant effect on such particular Licensor Module(s).

                   10.3 Correction. Repair. or Replacement.

                           A.      Consultant represents, warrants and agrees that during the term of
  the Limited Warranty set forth in Section 10.2 it shall make all corrections, adjustments, or modifications, whether
  by repair, rework, replacement, or otherwise (collectively referred to for purposes of this Section as "Corrective
  Action(s)"), necessary to comply with the warranties set forth in this Section 10 relating to Consultant's services
  provided under this Agreement, at no additional charge to LACCD.

                         B.        If any Corrective Action to the System, or any part thereof, is
required to make the System conform to the warranty requirements of this Agreement, LACCD shall promptly inform
Consultant in writing of its request for such Corrective Action. Consultant shall promptly, and without additional cost
to LACCD, take all reasonable steps to initiate Corrective Action of the System, or part thereof, as soon as
practicable, but in no event shall Consultant take longer than ten business (10) days from receipt of a notice to take
Corrective Action to complete such work unless mutually agreed in writing by the parties.

                 10.4 Assignment of Warranties.

                         Consultant hereby assigns and agrees to deliver to LACCD all representations
         ________________________________________________________________________________________
                                  Los Angeles Community College District, Contracts Office, 6th Floor,
                                      770 Wilshire Boulevard, Los Angeles, California 90017-3856
                           Tel: (213) 891-2430                                          Fax: (213) 891-2490
                                                            Page 53 of 79
and warranties received by Consultant from Third Party Suppliers.

                 10.5 Acceptance Testing.

                          Each product will be tested upon completion of installation to ensure accurate
and complete working order. All products must be in full working order or invoice(s) will NOT be
processed for payment until sign-off on acceptance testing completion and or acceptance of specified
deliverables by District. In addition, final payment shall not be issued to the Consultant unless the
entire system is acceptance tested and deemed to be in full and complete working order by the District.

                 10.6 Maintenance Services.


                         Maintenance for the systems shall be provided throughout the term of this Agreement which is
detailed further in the RFP with the following objectives:



                        Provide a single telephone number, email address, and/or web interface for maintenance
                requests which will be addressed by a consistent vendor representative receiving requests from
                designated district contact persons. Live Help Desk Support shall be provided at a minimum during
                these business hours: M-F 7:00 a.m. – 6:00 p.m. PST; Sat. and Sun negotiable with the District.

                10.7 Litigation Warranty.

                        Consultant represents, warrants and agrees that there are no existing or threatened legal
proceedings against Consultant that would have an adverse effect upon its ability to perform its obligations under this
Agreement or its financial condition or operations.

                 10.8   Virus Warranty.

                           Consultant represents, warrants and agrees that Consultant will not cause, whether
intentionally or negligently, any unplanned interruption of the operations of, or accessibility to, the System or any
portion thereof through any device, method or means including, without limitation, the use of any 'virus,' 'lockup,'
'time bomb,' or 'key lock' device or program, or disabling code, which has the potential or capability of causing any
unplanned interruption of the operations of, or accessibility of the System or any portion thereof to LACCD or any
User or which could alter, destroy, or inhibit the use of the System or any portion thereof or the data contained therein
(collectively referred to for purposes of this Section as "Disabling Device(s)") which could block access to or prevent
the use of the System or any portion thereof by LACCD or Users. Consultant represents, warrants and agrees that it
has not purposely placed, nor is it aware of, any Disabling Device on any portion of the System provided to LACCD
under this Agreement, nor shall Consultant knowingly permit any subsequently delivered portion of the System to
contain any Disabling Device.

                 10.9    Insurance Premiums.

                         Consultant represents, warrants and agrees that it will pay all premiums, deductible
 amounts, and other costs required to maintain all insurance policies in accordance with Section 15 (Insurance and
 Indemnity) herein.

                10.10 Warranty Against Contingent Fees.

        ________________________________________________________________________________________
                                 Los Angeles Community College District, Contracts Office, 6th Floor,
                                     770 Wilshire Boulevard, Los Angeles, California 90017-3856
                          Tel: (213) 891-2430                                          Fax: (213) 891-2490
                                                           Page 54 of 79
                           Consultant warrants that no person or selling agency has been employed or retained to
solicit or secure this Agreement upon an agreement or understanding for a commission, percentage, brokerage or
contingent fee, excepting bona fide established commercial or selling agencies maintained by Consultant for the
purpose of securing business. For breach or violation of this warranty, LACCD may terminate this Agreement and, at
its sole discretion, to deduct from the amounts paid hereunder, or otherwise recover, the full amount of such
commission, percentage, brokerage, or commission fee.

                 10.11    Representations and Warranties Throughout Agreement.

                          It is understood and agreed by the parties that Consultant's representations and warranties
are set forth throughout this Agreement and are not confined to this Section 10 (Consultant's Representations,
Warranties and Covenants).

         11.     Protection of Proprietary Information.

                 11.1. Consultant is authorized in performing the services set forth in Section 3 to use LACCD's
and Licensor's Proprietary Information provided that:

                          A.       Consultant acknowledges that ownership of and title in and to all
intellectual property rights, including patent, trademark, service mark, copyright, and trade secret rights, in the _____
Proprietary Information are and shall remain in ____ and its licensors. Consultant acquires only the right to use the
____ Proprietary Information for the purposes of carrying out its obligations pursuant to this Agreement and does not
acquire any ownership rights or title in or to the _____ Proprietary Information and that of ____ licensors. Consultant
shall not copy, translate, disassemble, or decompile, nor create or attempt to create, by reverse engineering or
otherwise, the source code from the object code of Licensor Modules. In the event source code is provided to
Consultant, LACCD or _____, in their sole discretion, reserve the right to delete, or to require the deletion of, such
source code and all copies thereof in Consultant's possession or control.

                           B.     Consultant agrees to take all reasonable steps and the same
protective precautions to protect the Proprietary Information from disclosure to third parties as with its own
proprietary and confidential information. Neither party shall, without the other party's prior written consent, disclose,
provide, or make available any of the Proprietary Information of the other party in any form to any person, except to
its bona fide employees, officers, directors, or third parties whose access is necessary to enable such party to exercise
its rights hereunder. Each party agrees that prior to disclosing any Proprietary Information of the other party to any
third party, it will obtain from that third party a written acknowledgment that such third party will be bound by the
same terms as specified in this section with respect to the Proprietary Information.

                 11.2     Consultant accepts full responsibility for the acts or omissions of its employees, officers and
agents with respect to Proprietary Information; and Consultant shall defend, indemnify and hold harmless LACCD, its
Board of Trustees, officers, employees and agents against any and all losses or damages suffered by LACCD or ____
arising from and/or in connection with any breach of confidentiality or inappropriate use of any proprietary
information.

                 11.3    In the event Consultant develops, either independently or with LACCD, any modifications or
extensions to the ____ software, or any other code or tangible product pursuant to the services to be provided by
Consultant hereunder (collectively, "Work"), such Work and all rights associated therewith shall be the exclusive
property of LACCD, and Consultant will not grant, either expressly or impliedly, any rights, title, interest or licenses
to such Work to any third party. Consultant further agrees to assign all right, title and interest to any such Work and to
execute, acknowledge and delivery to LACCD any documents and do all things necessary to transfer ownership of
such Work to LACCD. Consultant agrees to secure such necessary rights and obligations from any of its employees or
independent Consultants to satisfy the above obligations.

         ________________________________________________________________________________________
                                  Los Angeles Community College District, Contracts Office, 6th Floor,
                                      770 Wilshire Boulevard, Los Angeles, California 90017-3856
                           Tel: (213) 891-2430                                          Fax: (213) 891-2490
                                                            Page 55 of 79
     12.          Termination.

                 12.1     Termination for Cause.

                           In addition to any other provision in this Agreement allowing a party to terminate this
 Agreement, and without limiting any other remedies available at law, in equity, or under this Agreement, if either
 party materially or repeatedly defaults in the performance of any of its duties or obligations under this Agreement,
 and: (1) within thirty (30) days after written notice is given to the defaulting party specifying the default, it is not
 cured to the reasonable satisfaction of the party giving the notice of default, or (2) with respect to those defaults that
 cannot reasonably be cured within thirty (30) days, if the defaulting party fails to commence curing the default within
 fifteen (15) days after receipt of the notice of default, and to continue proceeding with all due diligence to cure the
 default, then the party not in default may terminate this Agreement by giving written notice of termination to the
 defaulting party, which termination shall be effective immediately upon receipt of the notice of termination. If the
 default is incapable of being cured, then the thirty (30) day cure period shall not apply, and notice of termination may
 be given directly by the party not in default.

                 12.2     Termination for Other than Cause.

                        Notwithstanding any other provision of this Agreement, LACCD may terminate this
Agreement upon thirty (30) days written notice to Consultant. Within thirty (30) days after the effective date of
such termination, LACCD shall pay Consultant for work performed and accepted as of the date of termination.
With regard to work in progress, including, without limitation, work performed but not yet accepted by LACCD,
LACCD shall pay Consultant for the services performed at the hourly rates set forth in Exhibit "____," but not to
exceed the total number of hours which would have reasonable been required to complete the Deliverable(s)
associated with such work

                 12.3     Consultant's Cooperation in the Event Of Termination.

                          Consultant understands and agrees that LACCD's operations depend on the successful
Implementation and use of the System, and that the inability to use the System could result in irreparable damage to
LACCD. Therefore, Consultant agrees that in the event of any termination of this Agreement (with the exception of a
termination for non-payment by LACCD), Consultant shall fully cooperate with LACCD in the transition to a new
services vendor. Such cooperation shall include, but shall not be limited to, providing parallel services until LACCD's
vendor transition is completed. In the event such transition services are requested by LACCD, Consultant agrees to
provide such services for a period not to exceed sixty (60) days (unless the parties agree to a longer period of time),
and Consultant shall be paid at its then current rates for such services, unless such services are necessitated as a result
of a the District’s termination of this Agreement for cause.

     13.         Withhold Remedy.

                  In addition to, and cumulative to all other remedies in law, at equity and provided under this
Agreement, in the event Consultant is in default of its duties or obligations under this Agreement and it fails to cure
the default within fifteen (15) days after receipt of written notice of default from LACCD, LACCD may, without
waiving any other rights under this Agreement, elect to withhold from any payments due to Consultant under this
Agreement during the period beginning with the 16th day after Consultant's receipt of notice of default and ending on
the date that the default has been cured to the reasonable satisfaction of LACCD. The amount to be withheld pursuant
to this Section 13 shall be equal to the amount directly invoiced to the Deliverable(s) which is/are the subject of the
default. Upon curing of the default by Consultant, LACCD will cause the withheld payments to be paid to Consultant,
without interest, and less any credit amounts as provided in this Section.

    14.          Limitations of Liability and Damages.

          ________________________________________________________________________________________
                                   Los Angeles Community College District, Contracts Office, 6th Floor,
                                       770 Wilshire Boulevard, Los Angeles, California 90017-3856
                            Tel: (213) 891-2430                                          Fax: (213) 891-2490
                                                             Page 56 of 79
                  14.1     Direct Damages.

                         Except as otherwise provided in this Section 14, each party's liability to the other party
for direct damages arising out of this Agreement shall be limited to the amount actually paid to Consultant.

                  14.2     Consequential. Indirect. Special. and Incidental Damages.

                          Consultant shall be liable to LACCD for any loss of data or loss of use of the System
caused by Consultant, as well as the cost to LACCD to restore operation of the System; however, in no event shall
Consultant's liability exceed $10,000,000. Except for the foregoing, neither party shall be liable to the other party
for consequential, indirect, special, and incidental damages arising out of a breach of any other provisions of this
Agreement.

                  14.3     Punitive and Exemplary Damages.

                          The parties agree that neither party shall be liable to the other party for punitive or
exemplary damages.

                  14.4     Exception to Limitations of Liability.

                        The damage exclusions and limitations set forth in this Section 14 shall not apply to the
indemnity obligations in Sections 15.7. 15.8. and 15.9.

     15.          Insurance And Indemnity.

                  15.1     Required Insurance Coverages.

                         Without limiting Consultant's indemnification of LACCD as provided herein and as a
material condition of this Agreement, the Consultant shall obtain, pay for, and maintain in full force and effect
during the Term of this Agreement insurance with limits, coverages, terms, and conditions at least as broad as
shown below:

                          A.      Workers’ compensation and employer’s liability insurance on a state-approved policy
form providing statutory benefits as required by law with employer’s liability limits no less than $1,000,000 per
accident for all covered losses;

                        B.      Commercial general liability insurance with coverage at least as broad as provided by
Insurance Services Office form CG 00 01 with limits not less than one million dollars ($1,000,000) per occurrence,
two million ($2,000,000) annual aggregate;

                         C.     Business auto liability insurance with coverage at least as broad as provided by
Insurance Services office form CA 00 01 with limits not less than one million dollars ($1,000,000) combined single
limit, including owned, non-owned, and hired autos;

                          D.       Excess or umbrella liability following form to the above liability coverages, including
employer’s liability, with limits no less than four million dollars ($4,000,000) per occurrence and annual aggregate;

                         E        Professional Liability Insurance (Errors and Omissions) covering activities and
services as provide under this agreement with limits not less than twenty million dollars ($20,000,000) per claim and
annual aggregate.

                  15.2     Claims Made Coverages.
           ________________________________________________________________________________________
                                    Los Angeles Community College District, Contracts Office, 6th Floor,
                                        770 Wilshire Boulevard, Los Angeles, California 90017-3856
                             Tel: (213) 891-2430                                          Fax: (213) 891-2490
                                                              Page 57 of 79
                         To the extent any insurance coverage required under this Section is purchased on a "claims-
made" basis, such insurance shall cover all prior acts of Consultant during the Support Term of this Agreement, and
such insurance shall be continuously maintained until at least three (3) years beyond the expiration or termination of
this Agreement, or Consultant shall purchase "tail" coverage, effective upon termination of any such policy or upon
termination or expiration of this Agreement, to provide coverage for at least one (I) year from the occurrence of either
such event.

                 15.3     Evidence of Insurance.

                           Consultant agrees to provide evidence of the insurance required herein, satisfactory to
District, consisting of: a) certificate(s) of insurance evidencing all of the coverages required and, b) an additional
insured endorsement to Consultant’s general liability policy, or in the alternative, evidence of automatic additional
insured status where required by contract. Consultant agrees, upon request by District to provide complete, certified
copies of any policies required within 10 days of such request. Any actual or alleged failure on the part of District or
any other additional insured under these requirements to obtain proof of insurance required under this Agreement in
no way waives any right or remedy of District or any additional insured, in this or in any other regard.

                 15.4     Subconsultants To Be Insured.

                          Consultant shall require all of its subconsultants to carry insurance coverages and
 limits as agreed to and approved in writing by LACCD.

                 15.5     Cancellation Or Lapse Of Insurance.

                         Consultant shall give thirty (30) days' prior written notice by certified mail, return receipt
requested, to LACCD of cancellation, non-renewal, or material change in coverage, scope, or amount of any policy.
Should Consultant fail to keep in effect at all times the insurance coverages required under this Section 15, LACCD
may, in addition to and cumulative with any other remedies available at law, equity, or hereunder withhold payments
to Consultant required under this Agreement in an amount sufficient to procure the insurance required herein.

                 15.6     Other Insurance Requirements.

                        Insurance policies required hereunder, except professional liability, shall be issued by
insurance companies (i) authorized to do business in the State of California, and (ii) with an A.M. Best rating no
lower than A-: VI. Upon written request by LACCD, Consultant will provide to LACCD policy extracts and policy
form numbers to clarify an insurance certificate or as otherwise needed in the course of LACCD's business activities.
LACCD shall be added as an insured on the commercial general liability insurance policy.

                 15.7     Indemnity for Injury to Persons and Tangible and Intangible Property.

                         A.       Consultant's Indemnity.

                                   At Consultant's expense as provided herein, Consultant agrees to defend,
indemnify, and hold harmless LACCD and its Users, Board of Trustees, directors, officers, agents, employees,
members, subsidiaries, joint venture partners, and predecessors and successors in interest from and against any
claim, action, proceeding, liability, loss, damage,
cost, or expense, including, without limitation, attorneys' fees as provided herein (collectively referred to for
purposes of this Section 15.7 as "Claim(s)") arising out of any alleged act or
failure to act by Consultant or its directors, officers, agents or employees, including, without limitation, negligent or
willful misconduct, alleged to (I) cause any injury to any person or persons or damage to tangible or intangible
property, or (2) breach the provisions of Section 17 (Ownership And Non-Disclosure Of Proprietary Or Confidential
Information) relating to Consultant's use of confidential information owned or controlled by LACCD (collectively
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referred to for purposes of this Section 15.7 as "Claim(s)") by paying all amounts that a court finally awards or that
Consultant agrees to in settlement of any Claim( s) as well as any and all Consultant authorized expenses or charges
as they are incurred by LACCD or any other party indemnified under this Section 15.7 in cooperating in the defense
of any Claim(s). To qualify for such defense and payment, LACCD must: (i) give Consultant prompt written notice of
such Claim; and (ii) allow Consultant to control, and fully cooperate with Consultant in, the defense and all related
negotiations.

                        B.       LACCD's Indemnity.

                                  At LACCD's expense as described herein, LACCD agrees to defend, indemnify,
and hold harmless Consultant, its partners, principals, agents and employees, from and against any Claim(s) arising
out of LACCD's sole negligence or willful misconduct, alleged to cause any injury to any person or persons or
damage to tangible or intangible property by paying all amounts that the court finally awards, or that LACCD agrees
to in settlement of any Claim(s), as well as any and all LACCD authorized expenses or charges as they are incurred
by Consultant in cooperating in the defense of any Claim(s). To qualify for such defense and payment, Consultant
must: (i) give LACCD prompt written notice of such Claim; and (ii) allow LACCD to control, and fully cooperate
with LACCD in, the defense and all related negotiations.

                15.8     Damage to LACCD Facilities. Buildings. or Grounds.

                         Consultant shall repair, or cause to be repaired, at its own cost, any and all damage to
LACCD's facilities, buildings or grounds caused by Consultant or employees or agents of Consultant. Consultant
shall make required repairs within thirty (30) days after becoming aware of such damage, or prepare a plan to do so
which is reasonably acceptable to LACCD. If Consultant fails to make timely repairs, LACCD may make any
necessary repairs. All costs incurred by LACCD, as determined by LACCD, for such repairs shall be repaid by
Consultant by cash payment upon demand, or without limitation of all LACCD's other rights and remedies provided
by law or under this Agreement, LACCD may deduct such costs from any amounts due to Consultant from LACCD
under this Agreement.

                15.9     Proprietary Rights Indemnity.

                           At Consultant's expense as described herein, Consultant agrees to defend, indemnify, and
hold harmless LACCD and its Users, Board of Trustees, directors, officers, agents, employees, members,
subsidiaries, joint venture partners, and predecessors and
successors in interest from and against any claim, action, proceeding, liability, loss, damage,
cost, or expense, including, without limitation, attorneys' fees as provided herein, arising out of any claim that the
Intellectual Property infringes upon or otherwise violates any copyright, trade secret, trademark, service mark, patent,
invention, proprietary information, or other rights of any third party, that (collectively referred to for purposes of this
Section as "Infringement Claim(s)") by paying all amounts that a court finally awards or that Consultant agrees to in
settlement of such Infringement Claim( s) as well as any and all expenses or charges arising from such Infringement
Claim(s) (including attorneys fees) as they are incurred by LACCD or any other party indemnified under this Section.
LACCD also agrees that, if the Intellectual Property or any part thereof, becomes, or in Consultant's opinion is likely
to become, the subject of an infringement Claim(s), LACCD will permit Consultant, at Consultant's option and
expense for all associated costs, either to procure the right for LACCD to continue to use the Intellectual Property or
part thereof, or to replace or modify the Intellectual Property with another item of comparable quality and
performance capabilities to become non-infringing, provided such replacement or modification does not cause the
System or any portion thereof, or any LACCD business process to fail to conform to System specifications or
business process design, as applicable. In the event LACCD's ongoing use of the Intellectual Property or any part of
it, is the subject of any act by a third party arising from an infringement Claim that would preclude or impair
LACCD's use of the Intellectual Property or System or portion thereof (e.g. injunctive relief), or if LACCD's
continued use of the intellectual Property or System or any portion thereof may subject it to punitive damages or
statutory penalties, LACCD shall give written notice to Consultant of such fact(s). Upon notice of such facts,
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Consultant shall procure the right for LACCD to continue to use the Intellectual Property or System or any portion
thereof, or replace or modify the Intellectual Property or System with another system or components of comparable
quality and performance capabilities to become non-infringing. If Consultant fails to complete the remedial acts set
forth above within forty five (45) days of the date of the written notice from LACCD, LACCD shall have the right to
take such remedial acts it determines to be reasonable to mitigate any impairment of its use of the Intellectual
Property or System or any portion thereof or damages (hereafter referred to as "LACCD's Remedial Acts").
Consultant shall indemnify LACCD for all amounts paid and direct and indirect costs associated with LACCD's
Remedial Acts. Failure by Consultant to pay such amounts within ten (10) days of invoice by LACCD shall, in
addition to, and cumulative to all other remedies entitle LACCD to immediately withhold payments due to Consultant
under this Agreement up to the amount paid in connection with LACCD's Remedial Acts.

                15.10    Indemnities Throughout Agreement.

                          It is understood and agreed by the parties that Consultant's indemnification obligations are
set forth throughout this Agreement and are not confined to this Section 15 (Insurance and Indemnity).

    16.         Intellectual Property.

                16.1     Disclosure and Assignment of Intellectual Property.

                             Except for those items of Intellectual Property identified in Exhibit "___" (Excluded Items),
subject to amendment by the parties, Consultant hereby assigns and agrees to assign, and LACCD accepts and agrees
to accept, all rights, title, and interest in and to all Intellectual Property, made or conceived, or actually or
constructively reduced to practice, whether solely by Consultant or jointly with others, to the extent such Intellectual
Property is incorporated into the Deliverables (hereafter referred to as "Embedded Intellectual Property"). Consultant
further agrees to provide, and agrees to cause its employees, agents, and subconsultants to provide, to LACCD all
reasonable assistance to enable LACCD to perfect, for the benefit of LACCD, all rights in Embedded Intellectual
Property. Such assistance shall include, but not necessarily be limited to, (i) signing patent and copyright
applications, oaths or declarations, and grants, assignments, and acknowledgments. in favor of LACCD, as well as
such ancillary and confirmatory documents as may be required or appropriate, to insure that title in Embedded
Intellectual Property is clearly and exclusively vested in LACCD, within the United States and any and all foreign
countries, and (ii) upon the reasonable request of LACCD, furnishing all relevant information and documentation in
the possession of Consultant and not otherwise reasonably available to LACCD, including information and
documentation required by LACCD for submission to the United States Patent and Trademark Office and/or to the
United States Copyright Office. Upon adequate notice by LACCD, Consultant also shall make available to LACCD,
at reasonable times and places for interviewing purposes, necessary employees or agents of Consultant, in order that
LACCD might obtain information relating to the application for and prosecution of rights in Embedded Intellectual
Property. Consultant also agrees to secure from such of its employees, agents, or subconsultants, to the extent
necessary and upon the request of LACCD, the assignment of the above-mentioned rights in Intellectual Property, as
well as the execution of all papers submitted relating to the application for and prosecution of such rights.
Consultant's obligations herein shall survive this Agreement. To the extent Intellectual Property which is not
Embedded Intellectual Property is utilized by Consultant in providing the services under this Agreement, including,
but not limited to Intellectual Property incorporated into system, Consultant grants to LACCD an irrevocable,
nonexclusive, perpetual, worldwide, paid-up license to use such Intellectual Property, including the Excluded Items,
for its business purposes within its organization and to prepare derivative works based on such Intellectual Property
for its business purposes within its organization. LACCD acknowledges that a failure of the parties to agree in good
faith to add additional Excluded Items to Exhibit "__" may result in a delay in Implementation

                16.2     Derivative Rights.

                       A.       Consultant represents and warrants that it has or will have the right,
through written agreement, or otherwise, with its employees or LACCD approved consultants, to secure for LACCD
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the rights in Embedded Intellectual Property called for herein. Further, in the event Consultant utilizes, with the
consent of LACCD, any agent, including any subconsultant, consultant, or other third party, to perform any of the
services contracted for by this Agreement, Consultant agrees to enter into such agreements with such third party, and
to take such other steps as are or may be required to secure for LACCD the rights called for herein. Consultant agrees
to indemnify LACCD from and against any losses, expenses or liabilities incurred by LACCD as a consequence of
Consultant's failure or inability to secure for LACCD such rights.

                          B.      To the extent necessary to vest in LACCD the rights in Embedded
 Intellectual Property contemplated by this Agreement, Consultant hereby agrees to and does hereby assign to
 LACCD any cause of action or any rights, arising under agreements or otherwise, that Consultant may have
 against any of its employees, agents, or subconsultants, which rights enable or purport to enable Consultant to
 obtain from its employees, agents, or subconsultants, ownership, licenses or other interests in Intellectual
 Property created by such employees or agents in the course of work performed for or services rendered to
 LACCD under this Agreement. In addition, Consultant hereby consents to any assignment or other grant or
 transfer to LACCD by employees, agents, or subconsultants utilized by Consultant of ownership, licenses, or
 other interests in such Embedded Intellectual Property.

                16.3     Works Made For Hire.

                         In addition to rights granted by Consultant to LACCD elsewhere in this Agreement, the
following interests in copyright shall vest in LACCD:

                         A.     All Creative Works that are first created and prepared by
Consultant under this Agreement that are covered by the definition of a "work made for hire" under 17 U.S.C. § 101
of the U.S. Copyright Act of 1976 will be considered a "work made for hire", and LACCD will be deemed the sole
author and owner of all copyrights in any such works.

                          B.        With respect to all Creative Works that are first created and
prepared by Consultant under this Agreement that are not covered by the definition of a "work made for hire" under
17 U.S.C. § 101 of the U.S. Copyright Act of 1976, such that Consultant would be regarded as the copyright author
and owner, Consultant hereby assigns and agrees to assign to LACCD, and LACCD accepts and agrees to accept,
Consultant's entire right, title, and interest in and to such works, including all copyrights therein.

                          C.      Consultant further agrees to execute, or cause to be executed by its
employees, agents, or subconsultants, whatever assignments of copyright and ancillary and confirmatory documents
that may be required or appropriate so that title to any Creative Works under (A) and (B) above and to the copyright
therein will be clearly and exclusively held by LACCD or any nominee thereof.

     17.        Ownership And Non-Disclosure Of Proprietary Or Confidential Information.

                17.1     Non-disclosure and Non-use.




                          Subject to any state or federal laws requiring disclosure (e.g., the California Public Records
Act), the parties agree, both during the term of this Agreement and after termination or expiration of this Agreement
to hold each other's Proprietary or Confidential Information in strict confidence in perpetuity. The parties agree not to
make each other's Proprietary or Confidential Information available in any form to any third party or to use each
other's Proprietary or Confidential Information for any purpose other than the implementation of and as specified in
this Agreement. Without limitation on Section 17. 5(Equitable Relief), each party agrees to take all reasonable steps
to ensure that Proprietary or Confidential Information of either party is not disclosed or distributed by its employees,
agents or consultants in violation of the provisions of this Agreement, and LACCD also agrees to take all such steps
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with respect to any Users of the System.

                17.2     Ownership.

                            Except as provided in Section 16 (Intellectual Property), Consultant's Proprietary or
Confidential Information shall remain the sole and exclusive property of Consultant. LACCD's Proprietary or
Confidential Information shall remain the sole and exclusive property of LACCD. Neither party shall have an interest
in, nor the right to use, including, without limitation, any use resulting in disclosure to any third party of any
Proprietary or Confidential Information, except as specifically provided for by this Agreement or as otherwise
permitted and specified by separate written license agreement executed by both parties hereto.

                17.3     Ownership of Custom Programming and Deliverables.

                          LACCD shall be the sole and exclusive owner of all custom programming and deliverables,
(included but not limited to, design documentation, business requirements, blueprint specifications, interface
specifications, customization plans, report formats, configuration documentation, project status reports) and all
intellectual property rights to such custom programming and deliverables, except in very limited circumstances
where the such items include the Confidential Information of the Consultant.

                           Specifically, ownership of the custom programming deliverables and any portion thereof
shall inure to the benefit of LACCD from the date of conception, creation, or fixation of the custom programming
and deliverables in a tangible medium of expression (whichever occurs first). Each copyrightable aspect of the
custom programming and deliverables shall be considered a “work-made-for-hire” within the meaning of the
Copyright Action of 1976, as amended. If and to the extent such custom programming and deliverables, or any part
thereof or intellectual property rights therein or thereto, are not considered to be a “work-made-for-hire” within the
meaning of the Copyright Act of 1976, as amended, Consultant irrevocably and unconditionally expressly assigns
and agrees to assign to LACCD all exclusive right, title, and interest in and to such custom programming and
deliverables, any and all portions thereof, and any and all intellectual property rights there in and thereto, without
further consideration, free from any clime, lien for balance due, or rights of retention thereto on part of the
Consultant. Consultant acknowledges that the parties do not intend Consultant to be joint author (within the meaning
of the Copyright Act of 1976, as amended) of any custom programming and deliverables, and that Consultant shall in
no event be deemed the joint author of any custom programming and deliverables.

                17.4     Employees.

                        Each party shall ensure that its employees, agents and consultants, and in the case of
LACCD's granting access to the System, its Users, shall be permitted access to the other party's Proprietary or
Confidential Information only on a need-to-know basis and are instructed regarding, and agree in writing to act in
accordance with, the obligations of nondisclosure and non-use imposed by this Agreement. If requested by
LACCD, Consultant shall be required to have its employees complete and sign a Confidentiality Agreement with
LACCD.

                17.5     Equitable Relief.

                         Each party acknowledges that any use or disclosure of the other party's Proprietary or
Confidential Information other than as specifically provided for in this Agreement and other written agreements
between Consultant and LACCD may result in irreparable injury and damage to the non-using or non-disclosing
party. Accordingly, each party hereby agrees that, in the event of use or disclosure by the other party other than as
specifically provided for in this Agreement and in other written agreements between the parties, the non-using or
non-disclosing party may be entitled to equitable relief as granted by any appropriate judicial body.

                17.6     Proprietary or Confidential Markings.
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                        Each party expressly agrees to include, maintain, reproduce and perpetuate all notices or
markings on all copies of all tangible media comprising each party's Proprietary or Confidential Information in the
manner in which such notices or markings appear on such tangible media or in the manner in which either party may
reasonably request.

                  17.7     LACCD's Data.

                           All of the LACCD data, records, and information processed by or input onto the System
to which Consultant has access, or otherwise provided to Consultant under this Agreement shall be and remain the
property of LACCD and LACCD shall retain exclusive rights and ownership thereto. The data of LACCD shall not
be used by Consultant for any purpose other than as required under this Agreement, nor shall such data or any part
of such data be disclosed, sold, assigned, leased or otherwise disposed of to third parties by Consultant or
commercially exploited or otherwise used by or on behalf of Consultant, its officers, directors, employees, or
agents.

                  17.8     Access Control.

                         Consultant shall provide, at no charge to LACCD, sufficient access control applications to
enable LACCD to identify and authenticate Users, control access to System resources, and to record and investigate
security related events and data, including but not limited to establishing User audit trails. Consultant agrees to provide
to LACCD, at no additional charge, all additional security protections it develops or acquires during the term of this
Agreement and throughout the warranty period set forth in Section 10.2 to assist LACCD in investigating any security
breach of the System resulting in access to or loss of Proprietary and Confidential Information, and to provide
additional security protections to correct any security deficiencies confirmed by Consultant.

                  17.9     Source Code Escrow Arrangements

                        If applicable, Consultant is required to deposit the software source code into escrow with an
independent escrow agent mutually agreed upon by the parties. LACCD shall have the right to obtain the source code
from the escrow agent in order to supports its continued use of the software in the event that the Vendor files for
bankruptcy, materially breaches its support and maintenance obligations or discontinues its support of the software to
LACCD.

     18.          Agreements Between Licensor and Consultant

                 Consultant shall provide LACCD with copies of all agreements, if any, between Consultant and
Licensor relating solely to the subject matter of this Implementation.

     19.          Subconsultants.

                  19.1     Consent Required.

                         LACCD has relied, in entering into this Agreement, on the reputation of Consultant and on
obtaining the personal performance of Consultant. Consequently no performance of this Agreement, or any portion
thereof, shall be subcontracted by Consultant without the prior written consent of LACCD as provided in this Section.
Any subcontract entered into by Consultant for any performance, obligation, or responsibility under this Agreement,
without the prior written consent of LACCD, shall constitute a material breach of this Agreement, upon which
LACCD immediately may terminate this Agreement.

                  19.2     Subconsultant Approval Process.

                          If Consultant desires to subcontract any portion of its performance, obligations, or
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responsibilities under this Agreement it shall make a written request to LACCD for written approval to enter into the
particular subcontract. Consultant's request to LACCD shall include:


                         A.      The reason(s) for the particular subcontract.



                         B.      A detailed description of the work to be performed by the proposed subconsultant.



                       C.      Identification of the proposed subconsultant and an explanation of why and how the
proposed subconsultant was selected.



                         D.      A draft copy of the proposed subcontract.



                        E.      Evidence in writing that the subconsultant assumes and agrees to be bound by all the
provisions of this Agreement, pursuant to Section 19.



               F.       A Certificate of Insurance from the proposed subconsultant which establishes that the
subconsultant maintains all the programs of insurance required in (Insurance and Indemnity).



                G.       Any other information and/or certifications requested by LACCD. LACCD will review
Consultant's request to subcontract and determine, in its sole and absolute discretion, whether or not to consent to such
request on a case-by-case basis.

                 19.3     Indemnification for Acts of Subconsultants.

                          Consultant shall indemnify, defend, and hold harmless LACCD, its officers, employees, and
agents, from and against any and all nonfrivolous claims, demands, liabilities, damages, costs, and expenses, including,
but not limited to, defense costs and legal, accounting or other expert consulting or professional fees in any way arising
from or related to Consultant's use of any subconsultant.

                 19.4     Supervision of Subconsultants.

                         Notwithstanding any LACCD consent to any subcontracting, Consultant shall remain
responsible for any and all performance required of it under this Agreement including, but not limited to, the
obligation to properly supervise, coordinate, and perform, all work required hereunder, and no subcontract shall bind
or purport to bind LACCD. Further, LACCD approval of any subcontract shall not be construed to limit in any way
Consultant's performance, obligations, or responsibilities, to LACCD, nor shall such approval limit in any way any of
LACCD's rights or remedies contained in this Agreement.

                 19.5     Indemnification for Acts of Subconsultants.
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                         Consultant shall indemnify, defend, and hold harmless LACCD, its Board of Trustees,
officers, employees, and agents, from and against any and all claims, demands, liabilities, damages, costs, and
expenses, including, but not limited to, defense costs and legal, accounting or other expert consulting or· professional
fees in any way arising from or related to Consultant's use of any subconsultant.

                 19.6    Supervision of Subconsultants.

                         Notwithstanding any LACCD consent to any subcontracting, Consultant shall remain
responsible for any and all performance required of it under this Agreement, including, but not limited to, the
obligation to properly supervise, coordinate, and perform, all work required hereunder, and no subcontract shall
bind or purport to bind LACCD. Further,

                 19.7    Approval of Subconsultant Personnel.

                          In the event that LACCD consents to any subcontracting such consent shall be subject to
LACCD's right to give prior and continuing approval of any and all subconsultant personnel providing full-time
services under such Agreement, which consent will not be unreasonably withheld or unreasonably disapproved by
LACCD. Consultant shall assure that any full-time subconsultant reasonably disapproved by LACCD, shall be
immediately removed from the provision of any services under the particular subcontract or that other -reasonable
action is taken as requested by LACCD. LACCD shall not be liable or responsible in any way to Consultant, to any
subconsultant, or to any officers, employees, or agents of Consultant or any subconsultant, for any claims, demands,
damages, liabilities, losses, costs, or expenses, including, but not limited to, defense costs and legal, accounting and
other expert, consulting or professional fees, in any way arising from or related to any subcontract under this
Agreement. Consultant agrees that all subconsultant staff assigned to perform work under this Agreement must have
experience with support work similar in nature as that requested by LACCD in which they were responsible for
performing the tasks to which they will be assigned under this Agreement. LACCD approval of any subcontract shall
not be construed to limit in any way Consultant's performance, obligations, or responsibilities, to LACCD, nor shall
such approval limit in any way any of LACCD's rights or remedies contained in this Agreement.

                 19.8    Assumption of Agreement.

                           In the event that LACCD consents to any subcontracting, the subconsultant, on behalf of
itself, its successors and administrators, shall assume and be bound by and shall be deemed to have assumed and
agreed to be bound by each and all of the provisions of this Agreement and any Amendment hereto, provided that
LACCD's Project Manager shall have the right to waive the requirement that a particular subconsultant assume and
be bound by specified provisions of this Agreement and any Amendment hereto.

                 19.9    No Consent Waiver.

                         In the event that LACCD consents to any subcontracting, such consent shall apply to each
particular subcontract only and shall not be, or be construed to be, a waiver of this Section or a blanket consent to any
further subcontracting.

                 19.10   Payments to Subconsultant.

                        Consultant shall be solely liable and responsible for any and all payments and other
compensation to all subconsultants and their officers, employees, and agents. LACCD shall have no liability or
responsibility whatsoever for any payment or other compensation for any subconsultants or their officers,
employees, and agents.

                 19.11   Delivery of Subcontract.

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                         Consultant shall deliver to LACCD Project Manager a fully executed copy of each
subcontract entered into by Consultant pursuant to this Section on or immediately after the effective date of the
subcontract but in no event later than the date any work is performed under the subcontract.

     20.           Assignment.

                  This Agreement shall not be assigned by either party without the prior written consent of the other
 except that this Agreement may be assigned in whole or in part by LACCD, without the further consent of
 Consultant, to any party for LACCD's business purposes, provided such party agrees in writing to perform LACCD's
 obligations under this Agreement. In all other circumstances, LACCD shall obtain Consultant's consent to an
 assignment, which consent shall not be unreasonably withheld.

      21.          Modification Of Agreement.

                  No alteration, amendment, or modification of the terms of this Agreement shall be valid or effective
 unless in writing and signed by Consultant and LACCD. Any material modification of this Agreement shall not be
 binding on LACCD unless approved by LACCD's Board of Trustees.

    22.           Waiver.

                  All waivers under this Agreement shall be in writing in order to be effective. No waiver by a party of
any breach of this Agreement or waiver of any warranty, representation, or other provision hereunder shall be
deemed to be a waiver of any other breach, warranty, representation, or provision (whether preceding or succeeding,
and whether or not of the same or similar nature), and no acceptance of performance by a party after any breach by
the other party shall be deemed to be a waiver of any breach of this Agreement or of any representation, warranty, or
other provision, whether or not the party accepting performance knows of such breach at the time of acceptance. No
failure or delay by a party to exercise any right it may have by reason of the default of the other party shall operate as
a waiver of default or modification of this Agreement or shall prevent the exercise of any right of the non-defaulting
party under this Agreement.

     23.          Independent Consultant.

                  Consultant acknowledges that it is at all times acting as an independent consultant under this
Agreement and except as specifically provided herein, not as an agent, employee, or partner of LACCD. Consultant
agrees to be solely responsible for all matters relating to compensation of its employees, including but not limited to
compliance with laws governing workers' compensation, Social Security, withholding and payment of any and all
federal, state and local personal income taxes, disability insurance, unemployment, and any other taxes for such
persons, including any related employer assessment or contributions required by law, and
all other regulations governing such matters, and the payment of all salary, vacation and other employee benefits. At
Consultant's expense as described herein, Consultant agrees to defend, indemnify, and hold harmless LACCD, its
Board of Trustees, officers, agents, employees, members, subsidiaries, joint venture partners, and predecessors and
successors in interest from and against any claim, action, proceeding, liability, loss, damage, cost, or expense,
including, without limitation, attorneys' fees as provided herein arising out of Consultant's alleged failure to pay,
when due, all such taxes and obligations (collectively referred to for purposes of this Section as "Employment
Claim(s)". Consultant shall pay to LACCD any expenses or charges relating to or arising from any such Employment
Claim(s) as they are incurred by LACCD.

      24.          Non-Discrimination.

                  24.1      Employment.

                            Consultant shall take affirmative action to ensure that employment applications are
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 accepted and that employees are treated during employment without regard to their race, color, religion, age, sex,
 sexual orientation, ancestry, handicap or national origin. Such action shall include, but may not be limited to the
 following: employment, upgrading, demotion or transfer; recruitment or recruitment advertising; layoff or
 termination; rates of pay or other forms of compensation; and selection for training, including apprenticeship.
 Consultant shall post in conspicuous places, available to employees and applicants for employment, notices to be
 provided by the State setting forth the provisions of the Fair Employment Practices Act.

                 24.2     Civil Rights Act.

                         Consultant shall comply with Subchapter VI of the Civil Rights Act of 1964, United States
Code Section 2000 e (17), to the end that no person shall, on the grounds of race, creed, color, sex, or national origin
be excluded from participation in, be denied the benefits of, or be otherwise subjected to 4 is under this Agreement or
under any project, program, or activity supported by this Agreement.

                 24.3     Section 504 of the Rehabilitation Act of 1973.

                  Consultant shall comply with Section 504 of the Rehabilitation Act of 1973 with regard to federal
financial assistance administered by the Department of Health and Human Services and the Americans with
Disabilities Act ("ADA') of 1990; and other applicable nondiscrimination laws.

     25.         Compliance With Law.

                  Consultant shall comply with all applicable federal, state, and local laws, statutes, ordinances, rules,
 regulations, policies (including those policies relating to the prevention of sexual harassment), and procedures in
 performing services under this Agreement.

      26.         Audit, Inspection, And Examination Of Records.

                 26.1     Maintenance of Books and Records.

                           Consultant shall maintain accurate and complete financial records of its activities and
 operations relating to this Agreement in accordance with generally accepted accounting principles. Consultant
 shall also maintain accurate and complete employment and other records relating to its performance of this
 Agreement.

                        Consultant agrees to grant LACCD and LACCD's authorized representatives the right upon
ten (10) days advance notice to audit and inspect Consultant's use of any Proprietary Information provided or obtained
pursuant to this Agreement, as well as Consultant's compliance with the terms of Section 11. Upon LACCD's request
and at LACCD's cost, Consultant agrees to deliver a report to LACCD evidencing Consultant's usage of the
Proprietary Information and steps taken to protect such information.

                 26.2     Audits by LACCD.

                          Consultant agrees that LACCD, or its authorized representatives, shall have access to and the
right to examine, audit, excerpt, copy or transcribe any pertinent transaction, activity, or records relating to this
Agreement provided such access rights do not constitute an unlawful invasion of the privacy rights of any Consultant
employee and would not in the reasonable opinion of Consultant subject Consultant to legal liability. All such
material, including, but not limited to, all financial records, time cards and other employment records shall be kept
and maintained by Consultant and shall be made available to LACCD for a period of two (2) years following
termination of this Agreement unless LACCD's written permission is given to dispose of any such material prior to
such time.

         ________________________________________________________________________________________
                                  Los Angeles Community College District, Contracts Office, 6th Floor,
                                      770 Wilshire Boulevard, Los Angeles, California 90017-3856
                           Tel: (213) 891-2430                                          Fax: (213) 891-2490
                                                            Page 67 of 79
                 26.3     Audit Settlements.

                           If, at any time during or after the term of this Agreement, representatives of LACCD conduct
an audit of Consultant regarding the work performed under this Agreement, and if such audit finds that LACCD's
dollar liability for any such work is less than payments made by LACCD to Consultant, then the difference shall be
either repaid by Consultant to LACCD by cash payment upon demand or, at the sole option of LACCD, deducted
from any amounts due to Consultant from LACCD, whether under this Agreement or otherwise. If such audit finds
that LACCD's dollar liability for such work is more than the payments made by LACCD to Consultant, then the
difference shall be paid to Consultant by LACCD, but in no event shall LACCD's payments to Consultant exceed the
amounts authorized by this Agreement. The cost of the audit will be borne by LACCD unless the audit reveals that the
payments made to Consultant exceed the actual amounts owed to Consultant by five percent (5%), at which time
Consultant shall pay all of LACCD's reasonable expenses related to the audit authorized by this Section 26.3.

     27.         Interpretation Of Agreement.


                 27.1      Governing Law

                  This agreement shall be deemed to have been executed and delivered within the State of California, and
the rights and obligations of the parties hereunder, and any action arising from or relating to this agreement, shall be
construed, interpreted and enforced in accordance with, and governed by, the laws of the State of California, without
giving effect to conflict of laws principles.

                 27.2     Venue.

                 Any action or proceeding arising out of or relating to this agreement shall be brought in the county of
Los Angeles, State of California, and each party hereto irrevocably consents to such jurisdiction and venue, and waives
any claim of inconvenient forum. Agreement in any jurisdiction other than that specified in this Section. Each party
waives any right it may have to assert the doctrine forum non conveniens or similar doctrine or to object to venue
with respect to any proceeding brought in accordance with this Section.

                 27.3     Interpretation.

                          In the event of any conflict or inconsistency between the body of this Agreement and the
Exhibits, such conflict or inconsistency shall be resolved by giving precedence first to the body of this Agreement,
and then to (1 Exhibits "________________," collectively; and (2) Exhibit "___."

                 27.4     Agreement Drafted By All Parties.

                        This Agreement is the result of arm's length negotiations between the parties and shall be
construed to have been drafted by all parties such that any ambiguities in this Agreement shall not be construed
against either party.

                 27.5     Terminology.

                           All personal pronouns used herein, whether used in the feminine, masculine, or neuter
 gender, shall include all other genders, and the singular shall include the plural and vice versa.

                 27.6     Section Headings.

                          The section headings contained herein are for convenience in reference and are not
 intended to define or limit the scope of any provision of this Agreement.
         ________________________________________________________________________________________
                                  Los Angeles Community College District, Contracts Office, 6th Floor,
                                      770 Wilshire Boulevard, Los Angeles, California 90017-3856
                           Tel: (213) 891-2430                                          Fax: (213) 891-2490
                                                            Page 68 of 79
                  27.7     Counterparts.

                           This Agreement may be executed in one or more counterparts, each of which shall be
deemed an original, and will become effective and binding upon the parties as of the Reference Date at such time as
all the signatories hereto have signed a: counterpart of this Agreement.

      28.          Notices.

                  Any notices required or permitted to be given hereunder by either party to the other shall be given in
writing: (1) by personal delivery; (2) by electronic facsimile with confirmation sent by United States first class
registered or certified mail, postage prepaid, return receipt requested; (3) by bonded courier or by a nationally
recognized overnight delivery company; or (4) by United States first class registered or certified mail, postage
prepaid, return receipt requested, in each case, addressed to the parties as follows (or to such other addresses as the
parties may request in writing by notice given pursuant to this section):

                     TO:LACCD
                     Los Angeles Community College District 770 Wilshire
                     Boulevard
                     Los Angeles, California 90017 Attn: Jorge
                     Mata
                     (213) 891-2034 (voice)
                     (213) 891-2020 (facsimile)

                      With a copy to:

                      Los Angeles Community College District 770 Wilshire
                      Boulevard
                      Los Angeles, California 90017
                      Attn: Director of Business Services
                      (213) 891-2400 (voice)
                      (213) 891-2490 (facsimile)

 Notices shall be deemed received on the earliest of personal delivery, upon delivery by electronic facsimile with
 confirmation from the transmitting machine that the transmission was completed,
 twenty-four (24) hours following deposit with a bonded courier or overnight delivery company; or seventy-two
 (72) hours following deposit in the U.S. Mail as required herein.

    29.           Entire Agreement.

                  This Agreement, along with all referenced Exhibits and Attachments, contains the entire agreement
 between Consultant and LACCD with respect to the subject matter of this Agreement, and it supersedes all other
 prior and contemporary agreements, understandings, and commitments between Consultant and LACCD with
 respect to the subject matter of this Agreement.

     30.          Nondiscrimination.

                 The Consultant hereby certifies that in performing work or providing services for LACCD, there shall
be no discrimination in its hiring, employment practices, or operation because of sex, race, religious creed, color,
ancestry, national origin, physical disability, mental disability, medical condition, marital status, or sexual orientation,
except as provided for in section 12940 of the Government Code. The Consultant shall comply with applicable federal
and California anti-discrimination laws, including but not limited to, the California Fair Employment and Housing Act,
beginning with Section 12900 of the California Government Code, the provisions of the Civil Rights Act of 1964 (Pub.
           ________________________________________________________________________________________
                                    Los Angeles Community College District, Contracts Office, 6th Floor,
                                        770 Wilshire Boulevard, Los Angeles, California 90017-3856
                             Tel: (213) 891-2430                                          Fax: (213) 891-2490
                                                              Page 69 of 79
L. 88-352; 78 Stat. 252) and Title IX of the Education Amendments of 1972 (Pub. L. 92-318) and the Regulations of the
Department of Education which implement those Acts. The Consultant agrees to require, compliance with this
nondiscrimination policy by all subconsultants employed in connection with this agreement.


     31.          Equal Opportunity Employer

                    The Consultant, in the execution of this agreement, certifies that it is an equal employment opportunity
employer.


     32.          Attorneys’ Fees and Costs.

                  If either party shall bring any action or proceeding against the other party arising from or relating to
this agreement, each party shall bear its own attorneys' fees and costs, regardless of which party prevails.


     33.          Board Authorization.

                  The effectiveness of this agreement is expressly conditioned upon approval by LACCD's Board of
Trustees.


     34.          Severability.

                   The Consultant and LACCD agree that if any part, term, or provision of this agreement is found to be
invalid, illegal, or unenforceable, such invalidity, illegality, or unenforceability shall not affect other parts, terms, or
provisions of this agreement, which shall be given effect without the portion held invalid, illegal, or unenforceable, and
to that extent the parts, terms, and provisions of this agreement are severable.


     35.          Conflicts of Interest.

                The Consultant agrees not to accept any employment or representation during the term of this
agreement which is or may likely make the Consultant “financially interested” (as provided in California
Government Code Sections 1090 and 87100) in any decision made by LACCD on any matter in connection with
which the Consultant has been retained pursuant to this agreement.



IN WITNESS WHEREOF, the parties have executed this Agreement to become effective as of the Reference Date.


LOS ANGELES COMMUNITY COLLEGE DISTRICT

By:____________________

Date:_____________________


[CONSULTANT]
           ________________________________________________________________________________________
                                    Los Angeles Community College District, Contracts Office, 6th Floor,
                                        770 Wilshire Boulevard, Los Angeles, California 90017-3856
                             Tel: (213) 891-2430                                          Fax: (213) 891-2490
                                                              Page 70 of 79
By: ________________________


Date: ___________________

Federal I.D. Number: _______________


APPROVED AS TO FORM:

By: _______________________




       ________________________________________________________________________________________
                                Los Angeles Community College District, Contracts Office, 6th Floor,
                                    770 Wilshire Boulevard, Los Angeles, California 90017-3856
                         Tel: (213) 891-2430                                          Fax: (213) 891-2490
                                                          Page 71 of 79
                                LIST OF EXHIBITS

__   Statement of Work
__   Professional Services Rates
__   Qualifications and Experience Statements and Resumes
__   Optional Statement of Work – Post Go Live Services
__   Consultant's Proposal
__   Consultant's Intellectual Property
     Consultant's Insurance Endorsements




     ________________________________________________________________________________________
                              Los Angeles Community College District, Contracts Office, 6th Floor,
                                  770 Wilshire Boulevard, Los Angeles, California 90017-3856
                       Tel: (213) 891-2430                                          Fax: (213) 891-2490
                                                        Page 72 of 79
                               IMPLEMENTATION AGREMENT - EXHIBIT B


                                   PROFESSIONAL SERVICES RATES

The method of payment for this Agreement will be based on Rates found in this Exhibit B. Contractor rates
shall be a fully burdened rate to include labor costs, employee benefits, travel expenses, profit, overhead and
other direct/indirect costs incurred by the Contractor in the performance of the work. Contractor shall submit
invoices, in arrears, not more frequently than monthly. Documentation supporting charges will be submitted
with each invoice, i.e., copies of time records for personnel to support hours billed etc.




       ________________________________________________________________________________________
                                Los Angeles Community College District, Contracts Office, 6th Floor,
                                    770 Wilshire Boulevard, Los Angeles, California 90017-3856
                         Tel: (213) 891-2430                                          Fax: (213) 891-2490
                                                          Page 73 of 79
                               EXHIBIT F: NON COLLUSION AFFIDAVIT

                 NONCOLLUSION AFFIDAVIT TO BE EXECUTED BY PROPOSER
                         AND SUBMITTED WITH ITS PROPOSAL

(Name) _______________________________________, being first duly sworn, disposes and says that he or
she is (Title) _________________________________ of (Company) _____________________________,
the party making the foregoing proposal, that the proposal is not made in the interest of, or on behalf of, any
undisclosed person, partnership, company, association, organization, or corporation; that the proposal is
genuine and not collusive or sham; that the proposer has not directly or indirectly induced any other proposer
to put in a false or sham proposal, and has not directly or indirectly colluded, conspired, connived, or agreed
with any proposer or anyone else to put in a sham proposal, or that anyone shall refrain from proposing; that
the proposer has not in any manner, directly, or indirectly, sought by agreement, communication, or
conference with anyone to fix the proposal price of the proposer or any other proposer, or to secure any
advantage against the public body awarding the contract of anyone interested in the proposed contract; that
all statements contained in the proposal are true; and further, that the proposer has not, directly or indirectly,
submitted his or her proposal price or any breakdown thereof, or the contents thereof, or divulged
information or data relative thereto, or paid, and will not pay, any fee to any corporation, partnership,
company, association, organization, bid depository, or to any member or agent thereof to effectuate a
collusion or sham proposal.

IN WITNESS WHEREOF, the undersigned has executed this Noncollusion Affidavit this
__________ Day of ____________________, 2010.


PROPOSER _________________________________________
(Type or Print Complete Legal Name of Firm)




By ______________________________________________
(Signature)

Name____________________________________________
(Type or Print)

Title _____________________________________________

Address __________________________________________

City ________________________ State _____ Zip ________




        ________________________________________________________________________________________
                                 Los Angeles Community College District, Contracts Office, 6th Floor,
                                     770 Wilshire Boulevard, Los Angeles, California 90017-3856
                          Tel: (213) 891-2430                                          Fax: (213) 891-2490
                                                           Page 74 of 79
                      EXHIBIT G - NON-DISCRIMINATION CERTIFICATION

       CERTIFICATION OF NON-DISCRIMINATIONTO BE EXECUTED BY PROPOSER
                      AND SUBMITTED WITH ITS PROPOSAL


Proposer hereby certifies that in performing work or providing products for the District, there shall be no
discrimination in its hiring or employment practices because of age, sex, race, color, ancestry, national
origin, religious creed, physical handicap, medical condition, marital status, or sexual orientation, except as
provided for in Section 12940 of the California Government Code. Proposer shall comply with applicable
federal and California anti-discrimination laws, including but not limited to the California Fair Employment
and Housing Act, beginning with Section 12900 of the California Government Code.

IN WITNESS WHEREOF, the undersigned has executed this Certificate of Non-Discrimination this
__________ day of ____________________, 2010.




PROPOSER _________________________________________
      (Type or Print Complete Legal Name of Firm)

By ______________________________________________
                    (Signature)

Name____________________________________________
                  (Type or Print)

Title _____________________________________________

Address __________________________________________

City ________________________ State _____ Zip ________




        ________________________________________________________________________________________
                                 Los Angeles Community College District, Contracts Office, 6th Floor,
                                     770 Wilshire Boulevard, Los Angeles, California 90017-3856
                          Tel: (213) 891-2430                                          Fax: (213) 891-2490
                                                           Page 75 of 79
                          EXHIBIT H - CONFIDENTIALITY AGREEMENT

                                  CONFIDENTIALITY AGREEMENT


The undersigned, a duly authorized officer of _________________________________________________,
does hereby represent, warrant and agree to the following statement:

          All financial, statistical, personal, technical or other data and
          information relating to the District’s operation which are designated
          confidential by the District and made available to the undersigned shall
          be protected by the undersigned from unauthorized use and disclosure.




Date: _________________________ ___________________________________
                                Name of Proposer


                                 By:   ___________________________________
                                       Authorized Officer




       ________________________________________________________________________________________
                                Los Angeles Community College District, Contracts Office, 6th Floor,
                                    770 Wilshire Boulevard, Los Angeles, California 90017-3856
                         Tel: (213) 891-2430                                          Fax: (213) 891-2490
                                                          Page 76 of 79
                       Exhibit I: Current Student Information System Components

                                                                                                Interface
SIS System               Function                                                     Status
                                                                                                From/To SIS
DEC SIS                  Official repository for all student, course and section      Active    From Protocol
                         data. Process all registration and grade transactions,
                         billing, fee processing, Financial Aid Disbursements,
                         reporting
Protocol                 Front end to DEC SIS and SAP HR. Entry point for             Active    To/From SIS
                         course database and schedule database. Uploads course
                         and schedule information to DEC SIS. Uploads
                         assignment information from section database to SAP HR
Protocol Business        Data warehouse for queries against Protocol data             Active
Warehouse
APMS (Assessment         Manages placement information from a variety of              Active    Shares SIS
and Placement            sources. Applies “multiple measures” algorithm to                      Database, has
Management System)       placement and other student data. Uploads placement                    own tables
                         data to DEC SIS and provides reports to users.
DegreeWorks              Monitors student progress to multiple educational goals      Active    From SIS
                         (degrees, certificates, transfer certification). Records
                         Student Educational Plans (SEPs). Maintains information
                         of course equivalences from courses taken at other
                         colleges.
Action Planet            Monitors student progress to multiple educational goals      Active    From SIS
                         (degrees, certificates, transfer certification). Records     (City
                         Student Educational Plans (SEPs). Maintains information      College
                         of course equivalences from courses taken at other           only)
                         colleges.
ESC (Electronic          Provides on-line system for process changes to course        Active    From SIS
Schedule Change)         sections (e.g., time, room, instructor). In future phases,
                         system will replace hard copy galleys in schedule
                         production process.
ECD (Electronic          Provides for on-line course development and approval.        Active    From SIS
Curriculum               Displays all current course outlines on the web.
Development)
SAP Business             Management information tool that provides web access to      Active    From SIS
Warehouse                a variety of student information.
EDExpress                Enables Financial Aid office to enter, edit, manage, and     Active    To SIS
                         report federal financial aid application data, package
                         awards, originate Direct Loans, print promissory notes
                         for Direct Loans, and administer federal student aid
                         funds. Data is uploaded daily to DEC. The system is free
                         from the U.S. Department of Education and is supported
                         by them.
SARS                     Scheduling and reporting system used by counselors for       Active    From SIS
                         appointment scheduling, tracking, planning and reporting.




           ________________________________________________________________________________________
                                    Los Angeles Community College District, Contracts Office, 6th Floor,
                                        770 Wilshire Boulevard, Los Angeles, California 90017-3856
                             Tel: (213) 891-2430                                          Fax: (213) 891-2490
                                                              Page 77 of 79
                          Exhibit I: Current Student Information System Components

                                                                                                 Interface
SIS System                 Function                                                     Status
                                                                                                 From/To SIS
CCC Apply                  Web-base application. Uploads to DEC SIS, includes           Active   To SIS
                           residency determination algorithm
Class Tracks               Tracks room utilization and scheduling                       Active   From SIS
Course Managements         Manages enrollment, content and communication for on-        Active   From SIS
Systems                    line courses
EPOS                       Web-based student application. Students can view             Active   Integrated with
                           registration appointments, register for classes, pay fees,            SIS
                           view placement scores, view grades, and perform other
                           functions.
LAColleges.net             Web page with information on colleges, services and          Active   From SIS
                           programs. Provides information on open/closed sections
                           used during the enrollment periods
On-line orientation and    Provides orientation and advisement to new students          Active
advisement                 through the web
Red Hat Directory          Directory Information Services based on an LDAP              Active   From SIS
Services                   protocol for the purpose of authenticating users.
SAP FI                     Financial System, interacts with DEC SIS on student fees     Active   From SIS
                           and other transactions
SAP HR                     Human Resources System. Receives hourly assignment           Active   To/From SIS
                           information from Protocol
Student lab hour           Student Lab hour tracking is currently using CI Track and    Active   From SIS
tracking systems           Red Canyon – CI track will continue to be used
Institutional              Automated program review and other accreditation-            Active   From SIS
Effectiveness System       related information
TrustedLink                Electronic transcripts in EDI Format                         Active   From SIS
webFACULTY                 Web-base portal application for viewing rosters,             Active   Integrated with
                           recording grades and positive attendance, performing                  SIS
                           exclusions, and providing Early Alerts.




         ________________________________________________________________________________________
                                  Los Angeles Community College District, Contracts Office, 6th Floor,
                                      770 Wilshire Boulevard, Los Angeles, California 90017-3856
                           Tel: (213) 891-2430                                          Fax: (213) 891-2490
                                                            Page 78 of 79
                                      Exhibit J: REQUIRED SIS INTERFACES

                                                                                                        Interface
SIS System                Function                                                           Status
                                                                                                        From/To SIS
APMS (Assessment          Manages placement information from a variety of sources.           Active     Shares SIS
and Placement             Applies “multiple measures” algorithm to placement and                        Database, has
Management System)        other student data. Uploads placement data to DEC SIS and                     own tables
                          provides reports to users.
CCC Apply                 Web-base application. Uploads to DEC SIS, includes                 Active     To SIS
                          residency determination algorithm
Class Tracks              Tracks room utilization and scheduling                             Active     From SIS
Course Management         Manages enrollment, content and communication for on-line          Active     Integrated with
Systems                   courses (Moodle and eTudes                                                    SIS
DegreeWorks               Monitors student progress to multiple educational goals            Active     From SIS
                          (degrees, certificates, transfer certification). Records Student
                          Educational Plans (SEPs). Maintains information of course
                          equivalences from courses taken at other colleges.
ECD (Electronic           Provides for on-line course development and approval.              Active     From SIS
Curriculum                Displays all current course outlines on the web.
Development)
Live@edu                  Student email located within Microsoft Cloud Services. The         Active     From SIS
                          SIS must be able to push student info to MS Live@edu
On-line orientation and   Provides orientation and advisement to new students through        Active     Capability
advisement                the web
SAP Business              Management information tool that provides web access to a          Active     From SIS
Warehouse                 variety of student information.
SAP FI                    Financial System, interacts with DEC SIS on student fees           Active     Integrated with
                          and other transactions                                                        SIS
SAP HR                    Human Resources System. Receives hourly assignment                 Active     Integrated with
                          information from Protocol                                                     SIS
SARS                      Scheduling and reporting system used by counselors for             Active     Integrated with
                          appointment scheduling, tracking, planning and reporting                      SIS
Student lab hour          Student Lab hour tracking is currently using CI Track and          Active     Integrated with
tracking systems          Red Canyon – CI track will continue to be used                                SIS
Institutional             Automated program review and other accreditation-related           Active     From SIS
Effectiveness System      information
TrustedLink               Electronic transcripts in EDI Format                               Active     From SIS
E-Portfolio               Apurposeful, digitized collection of student course work           Planning   From SIS
                          (artifacts), selected to enhance and demonstrate academic
                          growth and achievement.
Live@edu                  Microsoft Cloud Computing Environment where student                In         From SIS
                          email accounts are provisioned and stored                          Progress




         ________________________________________________________________________________________
                                  Los Angeles Community College District, Contracts Office, 6th Floor,
                                      770 Wilshire Boulevard, Los Angeles, California 90017-3856
                           Tel: (213) 891-2430                                          Fax: (213) 891-2490
                                                            Page 79 of 79

				
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