MASTER CONSULTING AGREEMENT
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MASTER CONSULTING AGREEMENT
This Master Consulting Agreement ("Agreement"), effective as of the Jbay o~ooo ("Effective Date") by and
between Identitech, Inc., a Florida corporation, with principal offices at 780 S. Apollo Blvd., Melbourne, Florida 32901
(hereinafter "Identitech"), and City of Clearwater, a Florida municipality, with its principal place of business at 100 S.
Myrtle Ave, Clearwater, FL 33756 (hereinafter "Customer").
WHEREAS, Identitech desires to provide and Customer desires to obtain from time to time professional information
technology consulting and services for customer lead projects ("Project"); and
WHEREAS, the parties intend that this Agreement shall constitute a basic agreement, the terms and conditions of which shall
apply to each Project.
NOW THEREFORE, in consideration of the mutual covenants and premises contained herein, the parties hereto covenant
and agree as follows:
1.0 SERVICES
1.1 Services Provided under Task Orders. Identitech agrees to provide to Customer under the terms and conditions of
this Agreement professional information technology consulting and services ("Services"). Said Services shall be
provided in accordance with Task Orders ("Task Orders") agreed to in writing from time to time by Identitech
and Customer. Each such Task Order shall be attached hereto as a separate schedule and shall be incorporated
herein by reference. Each such Task Order shall be governed by the terms and conditions of this Agreement. In
the event of any conflict between the terms of a Task Order and this Agreement, the terms of this Agreement
shall prevail.
1.2 Identitech Contractors. Identitech shall perform the Services using Identitech employees. Identitech may also
perform the Services using subcontractors provided that each such subcontractor has entered into a written
consulting agreement with Identitech which, among other things, subjects such subcontractors to the covenants
regarding confidentiality set forth in Section 4.1 of this Agreement. Reference to Identitech in this Agreement
also includes Identitech employees and subcontractors.
1.3 Task Order Content. Each Task Order shall specify at a minimum: (i) the Project name and the type of service
required; (ii) the number of Identitech personnel necessary to complete the Project; (iii) the estimated length of
time required to complete the Project, including the estimated start and finish date, (iv) estimated cost of the
Project, and (v) payment schedule to Identitech.
1.4 Standards of Work/Performance.
(a) Work will begin on any accepted Task Order on or about the estimated date specified in the Task Order.
(b) Services hereunder shall be performed at such place or locations and at such times as the parties shall agree
are appropriate for carrying out Services specified in a Task Order. The parties agree that the nature of the
Services to be provided by Identitech may necessitate that the Services be performed on the Project customer's
premises. Customer agrees to insure that adequate and appropriate space will be available for use by Identitech
while performing such Services, at no cost to Identitech.
(c) Identitech shall have the right to control and direct the performance of the Services performed by Identitech.
(d) Identitech will keep its own time records. Customer may, at its own expense, confirm the hours worked by
Identitech, but Customer shall not provide any administrative personnel duties regarding Identitech.
(e) Identitech will provide Customer with status reports on a regular basis in order to inform Customer about the
progress of the Services specified in a Task Order.
(f) Identitech represents and warrants that the Services shall be performed in accordance with industry standards
and that each person assigned to a Project will have the skills and experience necessary to perform the Services
described in the applicable Task Order in accordance with such standards.
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1.5 Independent Contractor.
(a) It is the express intention of the parties that each is an independent contractor of the other, and not an
employee, agent, joint venturer or partner of the other for purposes of any federal, state or local income,
employment or other taxes (collectively, "Employment Taxes"), and for all other purposes, including, but not
limited to, participation in and eligibility for benefits under any employee benefit or compensation plan, program
or arrangement offered by their respective company or its affiliates (collectively "Benefits"). Each party
warrants and represents that it has complied, is in compliance with, and covenants that during the term of this
Agreement or any Task Order hereunder, each party will comply with all laws, rules and regulations required by
appropriate government authorities of independent contractors.
(b) Each party represents and warrants that each.and every person assigned to a Project by such party shall either
be an employee of that party and not of the other party or a subcontractor with a direct contractual relationship
with that party and not with the other party for purposes of any Employment Taxes, and for all other purposes,
including, but not limited to, for purposes of participation in and eligibility for Benefits. Each party covenants
and agrees to inform all its employees and/or subcontractors that no employment relationship between them and
the other party exists, is intended or should be construed, and that no Benefits will be provided by the other
party ,
1.6 Compliance with Legal Reauirements. Each party represents, warrants and covenants that during the term of
this Agreement and any Task Order hereunder, it will maintain at it's expense all of the necessary certification
and documentation such as 1-9's as well as all necessary insurance for its employees, including but not limited to
workers' compensation, and unemployment insurance. Each party will be solely responsible for the withholding
and payment, if any, of Employment Taxes, all benefits and Workers' Compensation Insurance for its
employees. Each party agrees to indemnify and hold harmless the other party and its affiliates and employees (i)
from any and all loss, costs, damages, Employment Taxes, penalties, interest, expenses or liabilities (including
attorneys' fees), arising as a result of its breach of the provisions of Section 1.5 above and this Section 1.6 and all
subsections thereto, and (ii) from and against all claims, debts, losses, damages, obligations, liabilities, liens,
causes of action, judgments, settlements, costs and expenses (including attorney fees), including but not limited
to any and all claims asserted against the indemnifying party for Benefits and labor practices including any
claims for discrimination, harassment, wages, benefits, retaliation, wrongful termination, or any other
employment and/or labor related claim whatsoever, to the extent that such claims arise from, are related to, or are
connected with the working conditions or the work or Services they perform for the indemnifying party.
1.7 Iniury or Damages to Persons or Property.
Each party will indemnify and hold harmless the other party from any and all losses, costs, damages, expenses
and liabilities (including attorneys' fees) arising out of any personal injury or property damage of whatsoever
nature or kind resulting from the indemnifying party's performance under this Agreement or any Task Order, or
resulting from acts or omissions of the indemnifying party, unless and except to the extent that such injury,
death, loss or damage is caused by the negligence or willful misconduct of the indemnified party, its employees
or agents.
Furthermore, each party agrees to maintain insurance covering that party's obligations contained herein and to
provide proof of such insurance on an annual basis.
1.8 Limitation ofLiabilitv
(a) NOTWITHSTANDING ANYTHING IN THIS AGREEMENT TO THE CONTRARY, PROVIDED
HOWEVER, THAT THE FOLLOWING LIMITATIONS SHALL NOT APPLY TO LIABILITIES ARISING
UNDER SECTIONS 1.7,4.0 AND 5.0, IDENTITECH'S MAXIMUM LIABILITY ARISING OUT OF THE
PERFORMANCE OF SERVICES, WHETHER BASED UPON WARRANTY, CONTRACT, NEGLIGENCE,
STRICT LIABILITY OR OTHERWISE, SHALL NOT EXCEED IN THE AGGREGATE THE ACTUAL
CONTRACT PRICE PAYMENTS RECEIVED BY IDENTITECH UNDER THE RELATED TASK ORDER.
(b) NEITHER PARTY SHALL BE LIABLE TO THE OTHER FOR INCIDENTAL, INDIRECT, SPECIAL
OR CONSEQUENTIAL DAMAGES, OR FOR LOST PROFITS, SAVINGS OR REVENUES OF ANY KIND,
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WHETHER OR NOT IT HAS--BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, EXCEPT
THAT THE FOREGOING LIMITATION SHALL NOT APPLY TO LIABILITIES ARISING UNDER
BREACH OF SECTIONS 4.0 AND 5.0.
1.9 Survival. All representations, warranties and indemnities of this Section 1.0 and all subsections thereunder shall
survive the completion and any termination or expiration of any Task Order or this Agreement.
2.0 RATES. PAYMENT, AND TAXES
2.1 Identitech Rates. Unless otherwise agreed to in writing by the parties, the rates listed in Identitech's then-current
Price List at the time a Task Order is accepted by Identitech, shall be effective for the term of such Task Order.
2.2 Invoices. Identitech shall submit itemized invoices for charges payable under any Task Order that has been
accepted by Identitech on a monthly basis, or as specified in a Task Order, for all Services provided to Customer
for the preceding calendar month, Customer shall pay said invoice within thirty (30) days of receipt thereof.
Identitech can accrue interest in the amount of 1 percent monthly on all overdue accounts, up to the limits set
forth in Florida Statutes Chapter 218; however, no interest will be charged on any disputed amounts. Customer
shall pay all applicable freight and insurance charges, All payments will be made in U.S. dollars. Non-payment
or late payment can result in termination of the Agreement. Upon termination of this Agreement or any Task
Order for any reason, any charges accrued but unpaid at the time of termination shall be paid in accordance with
this Section 2.2 to Identitech or Identitech's legal representative.
2.3 Taxes. Each party shall collect and remit any federal, state, or local sales or use tax, excise tax,
telecommunications tax or any other taxes or amounts in lieu thereof (collectively "Taxes") it incurs in
connection with its performance of this Agreement.
2.4 Identitech Exoenses. Customer shall be responsible for any out of pocket expenses whatsoever of Identitech,
including but not limited to travel, hotel and meals, which are required to perform the Project. All such expenses
shall be reasonable and shall be reimbursed to Identitech within 30 days from the date of invoice.
3.0 TERM AND TERMINATION
3.1 Term. The Term of this Agreement shall commence on the Effective Date as stated on page 1 of this Agreement
and shall continue until termination.
3.2 Termination.
(a) Termination of Aereement. This Agreement may be terminated by either party upon thirty (30) days written
notice to the other party; provided, however, that if there are any outstanding Task Orders which were initiated
prior to a notice of termination, the parties agree to complete any such outstanding Task Orders under the terms
thereof. In the event completion of any such Task Order extends beyond the required thirty (30) days notice,
this Agreement will not terminate until the completion of any such outstanding Task Orders or an additional
thirty (30) days, whichever is sooner. The parties' rights and obligations under this Agreement shall continue
until the termination is effective in accordance with this Subsection 3.2(a). Upon termination, Customer agrees
to pay Identitech all sums due under this Agreement including but not limited to any invoices arising in
accordance with this Agreement.
(b) Termination of Task Orders. If either party terminates a Task Order for any reason, Customer agrees to pay
Identitech all sums due under the Task Order and any outstanding invoices arising from the Task Order.
(c) Termination of Aereement and Task Orders for Breach. Either party shall have the right to immediately
terminate this Agreement and any Task Order in the event of anyone of the following, all of which are
considered a breach of this Agreement, and the breach is not remedied by the breaching party within thirty (30)
days of receipt of written notice from the non-breaching party: (i) the other party neglects or fails to perform or
observe any of its obligations hereunder or pursuant to any other agreement with the non-breaching party, or (ii)
if any assignment is made of the other party's business for the benefit of creditors, or if a petition in bankruptcy
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is filed by or against the other party, or if a receiver, trustee in bankruptcy or similar officer is appointed to take
charge of all or part of the other party's property or if the other party is adjudicated as bankrupt.
4.0 CONFIDENTIALITY AND PROPRIETARY RIGHTS
4.1 Non-Disclosure and Non-Use of Confidential Information.
(a) In the performance of this Agreement, each party may be exposed to the confidential information and
materials owned or possessed by the other party ("Confidential Information"). Both parties agree for themselves
and all of their employees, (and sub-contractors and/or agents if applicable), that such information shall be kept
confidential and not disclosed to third parties and that each party will use the same care that it uses to protects its
own confidential information but in no case less than reasonably necessary to protect the information from
disclosure. Items will not be considered to be Confidential Information if the items were:
(i) available to the public due to no violation of this Agreement;
(ii) independently developed by personnel or agents of one party without access to the Confidential
Information of the other party as demonstrable by competent written proof; or
(iii) already known to the recipient as demonstrable by competent written proof.
(b) Each party agrees to keep in strictest confidence all Confidential Information which, from the circumstances,
in good faith and in good conscience should be treated as confidential and which relates, in any way, to the
business and affairs of disclosing party, its affiliates, vendors or customers ("Discloser") which the non-
disclosing party may acquire in connection with or as a result of this Agreement or the Services to be provided
hereunder.
(c) Each party agrees that all Confidential Information is very valuable to discloser, is deemed to be a trade secret
or other proprietary right of discloser, notwithstanding any public disclosure thereof by any source, and will be
protected by civil and criminal law, and, where appropriate, by the law of copyright.
(d) Each party further agrees that it will not use or permit the use of any Confidential Information for the benefit
of anyone other than the disclosing party.
(e) Neither party will copy, reprint, duplicate, or recreate in whole or in part, alone or in combination with
anything else, Confidential Information without the prior written consent of the disclosing party.
(t) The terms of this Agreement are considered confidential and shall not be disclosed to any third party, except
by order of a competent court, governmental administrative or regulatory body.
(g) Each party covenants that upon the completion or any termination or expiration of a Task Order pursuant to
this Agreement, it will deliver to the other party, upon written request therefor, all copies of any and all
Confidential Information belonging to the other party related or pertaining to the Task Order, including, but not
limited to, any relevant planning data, technical and programming documentation and files, and will not retain
any such Confidential Information in any form without the prior written consent of the other party.
(h) Recipient may disclose the Disclosing Party's Confidential Information if: (i) produced in compliance with
applicable law or a court order, provided the receiving party first gives the disclosing party reasonable notice of
such law or order and disclosing party has had a reasonable opportunity to exercise diligent efforts to seek an
appropriate protective order or, in the absence of a protective order, to exercise diligent efforts to obtain
assurance that the Confidential Information will receive confidential treatment; or (ii) is disclosed pursuant to the
public records disclosure laws in Florida Statute 119, and is limited to such information as is required for
compliance thereof,.
(i) This Section 4.0 is in addition to the Exchange of Proprietary Information and Non-Disclosure Agreement
("NDA") between the parties with an effective date of April 14, 2000, and any amendments thereto, which is
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incorporated herein by reference. In the event there is a conflict between the terms of this Section 4.0 and the
terms of the NDA, as amended, the NDA shall govern.
4.2 Product Ownership.
(a) Customer acknowledges and agrees that Identitech shall own all right, title and interest in and to all Identitech
Software Products, and nothing in this Agreement shall be deemed to confer upon Customer any right, title or
interest in or to any software products of Identitech that Identitech owns as of the Effective Date or thereafter
creates, including any and all enhancements, modifications, patches, revisions and versions thereof.
(b)All intellectual property used on each Project by either party, including all items that can be protected by
copyright, patent, service or trade mark and trade secret, will remain the property of the party or parties that
developed the item or property. Examples of intellectual property include software, methods, templates, models,
diagrams, work plans, drawings, trade names and logos.
(c) Any new software or application developed under Subsection 4(a) above during the term of this Agreement
shall be owned by Identitech.
(d) All inventions, improvements, discoveries or developments including, but not limited to, computer software
authored by Identitech which Identitech may make or conceive during the term of this Agreement, or during the
term of any agreed upon Task Order, either solely or jointly with others, whether arising from Identitech's own
efforts or suggestions received from any other source, which solely arise out of the Services provided pursuant to
an accepted Task Order, (collectively "Work Product") are the exclusive property of Identitech free from any
claim or retention of rights thereto on the part of Customer or any third party (including for the purposes of
copyright). Work Product specifically excludes any computer software authored or owned by Identitech or
contractors of Identitech as of the Effective Date hereof, any improvements, discoveries or developments of or to
such software, whenever made, third-party software tools, FYI commercial-off-the-shelf products, embedded
FYI API tools, components of the core FYI product and its associated software tools, and documentation and
training materials, which shall hereinafter be referred to collectively as the "Non-Custom Property". Identitech
shall have exclusive ownership of the Non-Custom Property, and Customer agrees that it shall have no rights to
any of the Non-Custom Property except as granted in a valid license agreement executed between Identitech and
Customer.
(e) Customer does hereby grant, convey and assign to Identitech absolutely and exclusively all such Work
Product and all intellectual property rights therein, including all such Work Product and all rights therein
obtained or derived from each of Customer's employees and contractors.
(t) Identitech acknowledges that from time to time a Project Customer may desire an ownership interest in or
license of the Work Product ofa Project. In such event, Identitech may, at its option, agree to assign such rights
to the Project Customer, provided Customer has complied with all of the following conditions:
(i) An assignment for the benefit of a Project Customer is clearly stated in a Task Order for
the Project;
(ii) The Task Order shall include the definition of, and exclusions to, Work Product as recited
in 4.2(d) above; and
(iii) An authorized representative ofIdentitech must accept the Task Order.
4.3 Standard of Care. In connection with each party's obligations hereunder, each party agrees to use the standard of
care that is consistent with the highest industry standards in continuously controlling the use and disclosure of
Confidential Information in a manner that fully protects each party's rights therein.
4.4 Survival. The provisions of this Section 4.0 and all subsections thereunder shall survive the completion and any
termination or expiration of any Task Order or this Agreement.
5.0 INTELLECTUAL PROPERTY
5.1 Noninfringement. Identitech warrants that the Work Product is original to Identitech, that Identitech is the creator
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of the Work Product, or that Identitech has the right to grant a license to the Work Product. Identitech further
warrants that to the best ofIdentitech's knowledge and belief, that no such Work Product nor the use thereof
does or will violate or infringe upon any United States copyright, trade secret or other proprietary right of any
third party. Identitech shall defend or settle, at its own expense, any cause of action or proceeding brought
against Customer which is based on a claim that the Work Product or the licensed use thereof infringes any
United States copyright, trade secret or other proprietary right, provided that Customer shall give Identitech
prompt written notice of such claim and shall provide Identitech with all reasonable cooperation and information
in Customer's possession.
5.2 Remedies. If use of any Work Product or Non-Custom Property or any portion thereof is held to constitute any
infringement by a court of competent jurisdiction and its use is enjoined, Identitech will, at its sole cost,
undertake one of the following courses of action: (i) procure the right to continue to use such Work Product or
Non-Custom Property or such infringing portion; (ii) modify such Work Product or Non-Custom Property or
such infringing portion to render it non-infringing; or (iii) replace such Work Product or Non-Custom Property or
such infringing portion with a non-infringing replacement which provides substantially the same functionality
as the infringing portion. If none of the foregoing is reasonably available to Identitech, Identitech may terminate
the license granted herein and require that Customer return the Work Product, including all copies and portions
thereof to Identitech. Upon any such termination, Customer shall be entitled to a pro-rated refund of the fees
paid specifically related to the infringing Work Product as identified in Section 2.0 above based on a straight line
amortization over a period of sixty (60) months from payment of the fees.
5.3 Survival. The provisions of this Section 5.0 and all subsections hereunder shall survive the completion and any
termination or expiration of any Task Order or this Agreement.
6.0 GENERAL
6.1 Non-Solicitation ofEmplovees.
(a) Each Party agrees that without the prior written consent of the other, it will not hire or cause to be hired or
induce any of the other party's employees to leave their employment during the term of this Agreement and for
twelve (12) calendar months after termination of this Agreement.
(b) The provisions of this Section 6.1 shall not apply in the event that one party ceases conducting business, with
the exception of the merger or acquisition of one party by another company.
6.2 Compliance with Laws. Each party agrees to perform its obligations hereunder in accordance with all applicable
laws, rules and regulations now or hereafter in effect.
6.3 Modification. This Agreement and all Task Orders hereunder can only be modified or any terms waived by
written agreement duly signed by the persons authorized to sign agreements on behalf of Customer and
Identitech.
6.4 Severability of Provisions. If any provision or provisions of this Agreement shall be held to be invalid, illegal
or unenforceable, the validity, legality and enforceability of the remaining provisions shall not in any way be
affected or be impaired thereby.
6.5 Equity. In the event of a breach or threatened breach by either party of any of the provisions of this Agreement,
the non-breaching party, in addition to any other remedies available to it under law, shall be entitled to all
equitable remedies including an injunction restraining the breaching party from the performance of acts which
constitute a breach of this Agreement, and the breaching party agrees not to raise adequacy of legal remedies as a
defense thereof.
6.6 Choice of Law: Choice of Forum. This Agreement shall be governed by and interpreted in accordance with the
laws of the State of Florida. The parties agree to submit to the jurisdiction of the appropriate Federal or State
courts located in the State of Florida for the purpose of any suit, action or other proceeding brought in
connection with this Agreement, and the parties hereby consent that service of process in any such suit, action or
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proceeding shall be served according to the applicable court rules and rules of civil procedure for the State of
Florida. Any and all disputes arising out of or in connection with this Agreement shall be resolved in the
appropriate Federal or State court located in the State of Florida.
6.7 Entire Agreement. The parties agree that this Agreement (together with the Exchange of Proprietary Information
and Non-Disclosure Agreement effective April 14, 2000, executed by Identitech and Customer) is the complete
and exclusive statement of the agreement between the parties as to the subject matter hereof which supercedes all
proposals or agreements, oral or written, and all other communications between the parties related to the subject
matter of this Agreement.
6.8 No Authoritv to Bind. Neither party shall bind the other party to any term, condition, obligation or provision
contained in a contract.
6.9 Waiver. No term or provision hereof shall be deemed waived and no breach excused, unless such waiver or
consent shall be in writing and signed by the party claimed to have waived or consented. Any consent by any
party to, or waiver of, or breach by the other, whether express or implied, shall not constitute consent to, waiver
of, or excuse for any other different or subsequent breach.
6.10 Captions. Captions contained in this Agreement are for reference purposes only and do not constitute part of
this Agreement.
6.11 Notices. All notices made hereunder must be in writing and given either by personal delivery, by certified first
class postal, or by overnight courier and will be deemed to have been given or made when actually received, by
the receiving party at the following addresses (or such other address for a party as shall be specified by like
notice):
IDENTITECH, INC.
780 S. Apollo Boulevard
Melbourne, Florida 32901
Attn: President
City Clerk Office
112 S Osceola Ave
Clearwater, FL 33758-4748
Attn: Susan Stephenson
6.12 Compliance With Other Agreements. Each party represents and warrants to the other party that in entering into
this Agreement and carrying out its provisions, it will not be violating any agreement or obligation it may have
with any other party.
6.13 Assilmments. Neither party shall assign this Agreement or any obligations hereunder without the express written
consent of the non-assigning party. Any attempt to transfer, delegate or assign this Agreement or any of its
rights, duties or obligations under this Agreement without such prior written consent is void.
6.14 Authoritv. Each party has full power and authority to enter into and perform this Agreement, and the person
signing this Agreement on behalf of each has been properly authorized and empowered to enter into this
Agreement. Each party further acknowledges that it has read this Agreement, understands it, and agrees to be
bound by it.
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IN WITNESS WHEREOF, the parties hereto have executed this Agreement effective the day and year first
above written.
Michael J. Roberto
Nicholas L. Lewis
Printed Name of Signature Party
City Manager
Title
SVP ODerations
Title
_/'{ 7106
Date
Date
Identltech Internal Review-.&f-
Countersigned:
Approved as to form:
Attest:
~
John Carassas
Assistant City Attorney
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SCHEDULE A
TASK ORDER # 1
This Task Order, effective the _ day of May, 2000 ("Effective Date"), and is entered into by and
between Identitech, Inc. ("Identitech") and City of Clearwater ("Customer") pursuant to that certain Master
Consulting Agreement ("MCA") between the parties effective May _,2000 of which this Schedule forms a part.
Identitech agrees to provide an integrated document management system (the "Services") for Customer in
its Purchasing Office, under the terms and conditions of the MCA. The Services to be performed are described in
detail in this Task Order, which includes Identitech's Statement of Work attached hereto as Exhibit I and
incorporated herein by reference. In the event ofa conflict between this Task Order and the Statement of Work, this
Task Order shall govern. Any capitalized terms that are not defined in this Task Order shall have the meaning set
forth in the MCA.
1. TASK ORDER NUMBER
Identitech's Task Order number is 1. This number will be referenced by Identitech on its invoices submitted to
Customer for Task Order # 1.
2.' ATTACHMENTS
The following attachments to this Task Order set forth additional terms, descriptions and information essential
to the Project:
Exhibit 1:
Exhibit 2:
Statement of Work
Cost Proposal
3. SERVICES AND DELIVERABLES
a) Term. Services will start on
parties mutually agree to extend the Task Order.
, 2000 and will terminate on
, 2000 unless both
b) Services and Deliverables, Identitech shall be responsible for the performance of the Services and the
development of the deliverables as described in Exhibit 1, the Project Statement of Work. Exhibit 1 may be
supplemented or amended as mutually agreed upon by both parties in writing.
c) Evaluation of Deliverables,
i) Evaluation of Deliverables: Customer shall have a period of thirty (30) days after delivery to
Customer of Phase I to evaluate the workflow and document management peripheral technologies. If
Customer notifies Identitech in writing of a nonconformance or of the unacceptability of a deliverable prior
to expiration of the thirty (30) days, then Identitech shall promptly use all reasonable efforts to correct the
nonconformance within five (5) business days, whereupon Customer shall receive an additional five (5)
business day period, commencing upon Customer's review of the corrected deliverable, to verifY that all
nonconformances have been satisfactorily corrected. If Customer notifies Identitech in writing prior to the
expiration ofthe five (5) business day period that a nonconformance has not been corrected, then the
correction and verification cycle provided herein shall repeat until all nonconformances are corrected. The
deliverable shall be deemed automatically accepted by Customer upon expiration of the applicable
evaluation period unless Customer notifies Identitech, as provided above, of an uncorrected
nonconformance during such period.
ii) Completion of Deliverables: Identitech may request in writing an acknowledgment of completion
of a key deliverable from Customer which may include direction to proceed to work on the next
deliverable. Customer will consider any such request in good faith and will use its reasonable efforts to
provide such acknowledgment as and when appropriate.
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PROJECT RESOURCESIISSUE RESOLUTION
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a) Identitech. Identitech will provide Project resources as described in the Resource Plan Section in the
Statement of Work. Identitech may assign different consultants other than those named.
b) City of Clearwater, City of Clearwater will provide as Project Manager for the Project,
or, at its option, City of Clearwater may assign a different Project Manager.
c) Issue Resolution. Customer and Identitech each agree to use their reasonable efforts to resolve promptly
any functional, technical and/or cost overrun issue that may arise during the course ofthe Project. The
parties agree to negotiate in good faith to the end that a resolution of any such issue be made with ten (10)
business days after it has been brought to the attention of both parties. However, each party acknowledges
that certain issues, by their nature, may require more time to resolve and in these situations, each party
agrees to use its good faith and reasonable efforts to expedite the resolution. To the extent that an issue for
which options have been delineated remains unresolved and contested by the parties in good faith, and such
issue jeopardizes progress toward milestones, or such an issue requires intensive investigation efforts, then
efforts to resolve such an issue shall serve as the basis for a written change order to the Task Order for the
sole purpose of extending, as appropriate, the date(s) by which Identitech's Services are anticipated to be
complete. Any such change order shall be in a fonn acceptable to, and executed by, both parties and shall
be made a part of the Task Order, Nothing herein shall be construed, however, to limit the obligations of
Customer or Identitech pursuant to the MCA or this Task Order.
Notwithstanding the foregoing or anything to the contrary contained in Section 3.0 ofthe MCA, if there
appears no reasonable likelihood that an issue will come to a mutually agreeable resolution within thirty (30) days
after the issue has been brought to the attention of both parties, then either party may immediately tenninate the
Task Order and the parties will have no further obligation for perfonnance under the tenninated Task Order.
Customer agrees to immediately pay Identitech all sums due under the tenninated Task Order and any outstanding
invoices arising from the Task Order.
5. COST AND PAYMENT PLAN
a) Professional Fees. Identitech's fees for Services perfonned under this Task Order are identified on the
Cost Proposal attached hereto as Exhibit 2. Identitech agrees that the total cost for all Services required to achieve
completion of Phase I of the Project as provided in the MCA and this Task Order, excluding travel and lodging
expenses, recommended training and maintenance, shall be a fixed price, subject to Section I of the MCA.
Additional Services may be perfonned under this Task Order by mutual, written agreement of the parties, and shall
be perfonned on a time and materials basis based upon Identitech's then current price list.
b) Expenses and Payment. Except to the extent modified by this Section 5, the tenns of Section 2 ofthe
MCA shall apply.
c) Cost Overruns, The tenns of Section 2.2 of the MCA shall apply to payment for any cost overruns. If
Customer disputes a cost overrun, then the issue resolution process outlined in Section 4(c) hereof shall apply.
d) Additional Services. The perfonnance of additional services by Identitech in connection with the Project,
if any, must be approved and authorized by Identitech and Customer, in writing, which writing shall become a part
of this Task Order. If any additional Services are so authorized, they will be perfonned by Identitech at the rate set
forth in the Cost Proposal attached hereto as Exhibit 2. Payment for additional services shall be made within thirty
(30) days following receipt of an invoice for such work issued in accordance with the approval, unless the approval
provides for different payment tenns.
6. WARRANTIES
Identitech represents, warrants and covenants that each employee and pennitted independent contractor of Identitech
assigned to perfonn Services under this Appendix will meet the standards of the classification assigned to such
employee or independent contractor by Identitech. Any Service or deliverable which is detennined by Customer to
be below the caliber warranted by Identitech pursuant to this Section 6 shall be corrected by Identitech without
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charge to Customer provided that Customer informs Identitech thereof within ten (10) days of the time it knew of
such below warranted caliber Service or deliverable.
IN WITNESS WHEREOF, the parties hereto have executed this Task Order effective the day and year first
abo e written,
Michael 1. Roberto
Nicholas L. Lewis
Printed Name of Signature Party
City Manager
Title
SVP Operations
Title
& /7/00
Date
IdentilBch Internal Review 4-
Date
Countersigned:
~-
Br" 1 ungst;"'L
My-CommissIOner
Approved as to form:
~~
Assistant City Attorney
Attest:
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EXHIBIT 1
(Statement of Work to be inserted)
I
.
I EXHIBIT 2 I
Clerk, Ci
Project Management
Project Management Phase1 27 25% $ 1,500.00 $ 10,125.00
Develop Project Scope and Schedule 3 25% $ 1,500.00 $ 1,125.00
Administrative Support 2 50% $ 240.00 $ 240.00
City of Clearwater Infrastructure
On-site information gathering on City of Clearwater technical infrastructure 1 100% $ 1,500.00 $ 1,500.00
Optional T& M assistance Items 10-17 below per day + Expense TBD $1,400.00
Indexing (Central Repository Structure) 4 100% $1,400.00 $ 5,600.00
Above covers 4 Depts: Clerk, Manager, Finance & Legal
Scanning Configuration & Testing 2 100% $1,200.00 $ 2,400.00
* E-mail Workflow(City Manager)Outlook 2000 5 100% $1,400.00 $7,000.00
Tailoring(Setup, Tailoring, Testing) if tailoring of current solution not sufficient or
oullook2000 not used the additional cost would be 5 days at $1400 per day for Requirement and Functional
Specifications development and lesting will have to be determined at that time and price separately
*City Clerk Workflow (Agenda, Minutes) 8 100% $1,400.00 $ 11,200.00
*Finance Workflow 3 100% $1,400.00 $ 4,200.00
*City Manager Workflow 6 100% $1,400.00 $ 8,400.00
*Legal Workflow 4 100% $1,400.00 $ 5,600.00
Implementation Services
Project Management(for Servers/Client Implementation) 15 25% 1 $ 1,500.00 $ 5,625.00
Configuration 6 100% 1 $ 1,200.00 $ 7,200.00
Initial Capture/scanner setup & testing 3 100% 1 $ 1,200.00 $ 3,600.00
Installation 4 100% 2 $ 1,500.00 $ 12,000.00
Integration 3 50% 2 $ 1,500.00 $ 4,500.00
Testing 3 50% 1 $ 1,200.00 $ 1,800.00
Integration research (Ross, Peoplesoft) ReqUirements and
Functional Specificaiton estimates only (Phase I Optional) to plan for
phase II development
Ross Interface/Requirement, Functional Specification Development 5 100% $ 1,600.00 $ 8,000.00
PeopleSoft Interface/Requirement. Functional Specification Development 10 100% $ 1,600.00 $ 16,000.00
**Optlonal API Programming Support + Expenses TBD $1,400.00
..Custom Agent (s) TBD TBD $1,400.00
"Optional Application Development + Expenses TBD $1,400.00
**Agent Testing TBD $1,400.00
Subtotal
Documentation Development City of Clearwater Specific 20 100% 2 $ 500.00 $ 20,000.00
Initial Training
System Administrator 5 100% 2 $ 2,000.00 $ 4,000.00
End-User FYI Client & Flow Works Each* 3 100% 3 $ 1,200.00 $ 3,600.00
Certified FYI Technician (CFT) 3 100% 1 $ 2,500.00 $ 2,500.00
On-site training available at $2,000.00 per day Plus expenses
Train the Trainer cost will be determined by training dept. on a Per Module basis
In-depth -Training
Train the Trainer Per Module* 3 100% $ 2,000.00 $ 2,000.00
Technical Staff
FYI Certification 5 100% $ 2,500.00 $ 2,500.00
Certified Development Active X Tools (1 on 1) 2.5 100% $ 2,500.00 $ 2,500.00
Certified Development Active COM (1 on 1) 2.5 100% $ 2,500.00 $ 2,500.00
"
Note user training is priced as 1 indlvJual
.Workflow estimates based on minimal information discovered during site visit. The
actual costing could exceed this time and cost estimate if it is determine agents are
necessary.
lhase 1 Services Total:
$155,715.00
.. TBD at time of workflow design if necessary and costed at a per rate of $175 per
hour at time of workflow design