AGREEMENT FOR SERVICES TO IMPLEMENT A NEW FINANCIAL SOFTWARE SYSTEMAGREEMENT FOR SERVICES
THIS AGREEMENT FOR SERVICES, entered into this i�" day of (fiat ,20 / 7 . by
and between the CITY OF CLEARWATER, a Florida municipal corporation, hereinafter referred to as "City,"
P.O. Box 4748, Clearwater, FL 33758 and PAMELA WOOD /MUNICIPAL SOFTWARE SOLUTIONS, a sole
proprietor, hereinafter referred to as "Consultant," 609 S Evergreen Ave, Clearwater, FL 33756.
WHEREAS, the City will be implementing a new financial software system, Munis, a Tyler
Technologies product, and may benefit from additional assistance in the way of a third -party consultant;
and
WHEREAS, Consultant agrees to provide consulting services relating to the planning and
implementation of Munis as may be requested by the City;
NOW THEREFORE, in consideration of the promises stated herein, the City and Consultant mutually
agree as follows:
1. SCOPE OF PROJECT.
Consultant agrees to provide those consulting services specifically requested by the City, which may
include some or all of those described in attached Exhibit "A," according to the terms and conditions in
attached Exhibit "B."
2. TIME OF PERFORMANCE.
This agreement shall commence on -r; 1 ) , 2011 and terminate on Agri � f, 29 or as
otherwise agreed upon, but not to exceed a period of twelve (12) months. Agreement may be renewed
once, but will not exceed a cumulative period of eighteen (18) months.
3. COMPENSATION.
The City will pay Consultant a billable rate of one hundred twelve dollars and fifty cents ($112.50) per
hour, not to exceed nine hundred dollars ($900.00) per day, inclusive of all reasonable and necessary direct
expenses. The amount payable under this agreement will not exceed $49,500 or 55 total days. Any
Agreement changes, including any increase or decrease in the amount of Consultant's compensation and
changes in the terms, which are mutually agreed upon by and between City and Consultant, shall be effective
when incorporated in written amendment to this Agreement.
Consulting Agreement: Pamela Wood /Municipal Software Solutions 1 of 4
4. METHOD OF PAYMENT.
Consultant's invoices stating hours worked shall be submitted to the City's Munis implementation
project manager for approval under payment on a biweekly basis. The City agrees to pay after approval
under the terms of the Florida Prompt Payment Act F.S. 218.70.
The City's performance and obligation to pay under this Agreement is contingent upon an annual
appropriation of the City's budget.
5. NOTICES AND CHANGES OF ADDRESS.
Any notice required or permitted to be given by the provisions of this Agreement shall be
conclusively deemed to have been received by a party hereto on the date it is hand delivered to such party at
the address indicated below (or at other such address as such party shall specify to the other party in
writing), or if sent by registered or certified mail (postage prepaid) on the fifth (51 business day after the day
on which such notice is mailed and properly addressed.
Pamela Wood /Municipal Software Solutions
Pamela Wood
Sole Proprietor
609 S Evergreen Ave
Clearwater, FL 33756
Tel: (727) 447 -3608
Fax: n/a
6. TERMINATION OF AGREEMENT.
City of Clearwater
Jay Ravins
Director of Finance
P.O. Box 4748
Clearwater, FL 33758
Tel: (727) 562 -4530
Fax: (727) 562 -4535
Either party may terminate this Agreement by providing a ten (10) day written notice of its election
to do so and by specifying the effective date of such termination. Consultant shall be paid for services
actually rendered through the effective date of such termination. Further, if Consultant shall fail to fulfill any
of its obligations hereunder, this Agreement shall be in default, the City may terminate the Agreement, and
Consultant shall be paid only for work completed.
7. INDEMNIFICATION AND INSURANCE.
Consultant agrees to comply with all terms, provisions, and requirements contained in Exhibit "B"
attached hereto and made a part hereof as if said document were fully set forth at length herein.
Consulting Agreement: Pamela Wood /Municipal Software Solutions 2 of 4
8. PROPRIETARY MATERIALS.
Upon termination of this Agreement, Consultant shall transfer, assign and make available to City or
its representatives all property and materials in Consultant's possession belonging to or paid for by the City.
9. INTERESTS OF PARTIES.
Consultant covenants that its officers, employees and shareholders have no interest and shall not
acquire any interest, direct or indirect, which would conflict in any manner or degree with the performance
and /or provision of services required under the terms and conditions of this Agreement.
10. CONFORMANCE WITH LAWS.
Consultant agrees to comply with all applicable federal, state and local laws during the life of this
Agreement.
11. GOVERNING LAW AND VENUE.
The laws of Florida shall govern this Agreement, and any action brought by either party shall lie in
Pinellas County, Florida.
12. ACCESS TO RECORDS.
Consultant agrees that City or any of its duly authorized representatives shall have access to any
books, documents, papers and records of the Consultant, which are directly relevant to this agreement, for
the purposes of making audit, examination, excerpt and transcripts.
Consulting Agreement: Pamela Wood /Municipal Software Solutions 3 of 4
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date set forth
above.
PAMELA WOOD /MUNICIPAL SOFTWARE SOLUTIONS CITY OF CLEARWATER, FLORIDA
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B : CXf v' �9 �-- \� U C
Y
Pamela Wood
Owner /Consultant
Appro d as
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Assistant City Atto ey
Matth w Smith
Attest:
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Rosemarie Call
City Clerk
Exhibits follow.
Consulting Agreement: Pamela Wood /Municipal Software Solutions
By: w R.1444,-4'
William B. Horne II
City Manager
4 of 4
(EXHIBIT A)
CITY OF CLEARWATER
MUNIS CONSULTING
SCOPE OF SERVICES
MUNICIPAL SOFTWARE SOLUTIONS
609 S EVERGREEN AVE
CLEARWATER, FL 33756
03/17/2017
Exhibit A: Scope of Services 1 of 6
TABLE OF CONTENTS
EXECUTIVE SUMMARY 3
PROJECT PURPOSE /JUSTIFICATION 3
PROJECT DESCRIPTIONS 3
Project Objectives and Success Criteria 3
Requirements, Constraints and Assumptions 4
Scope Statement 4
RISKS 4
PROJECT DELIVERABLES 5
SUMMARY MILESTONE SCHEDULE 5
SUMMARY BUDGET 5
PROJECT APPROVAL REQUIREMENTS 6
ROLES AND RESPONSIBILITIES 6
Exhibit A: Scope of Services 1 of 6
EXECUTIVE SUMMARY
Beginning in or about April 2017, the City of Clearwater (City) will commence the implementation
of Tyler Technologies' Munis software. Munis is complex, and the City of Clearwater can benefit
from the expertise of Municipal Software Solutions (Consultant) to navigate them through the
implementation process, providing guidance in best business decisions in consideration of Munis
functionality and current City of Clearwater processes.
The following Consulting project tasks and deliverables may be requested by the City, subject to
the needs of the City's Munis implementation project team. The City and Municipal Software
Solutions will work together to establish tasks and deliverables related to those needs as
required, and neither party is under obligation to complete all elements of this document.
PROJECT PURPOSE /JUSTIFICATION
This Munis Consulting Project has been created to help the City maximize use of Munis financials
processing and the integrity of the Munis data.
PROJECT DESCRIPTIONS
The Munis Consulting Project will allow the City of Clearwater to be proactive in the decision -
making process during the implementation of the Munis Financial products. The proper
workflow and security settings will provide for an easy transition from the legacy system to the
Munis system. The proper setup of Munis will improve daily, monthly and annual processing
procedures and take advantage of cost - saving functionality. All Munis file development will take
into consideration the State of Florida requirements. Current external systems and processes
will be considered in order to continue processing without interruption.
Project Objectives and Success Criteria
In order to achieve success on the Munis Consulting Project, the following objectives must be
met within the designated time and budget allocations:
Development of General Ledger while taking into consideration budgeting needs, the
State of Florida uniform standards, use of multi -year funds and reporting needs.
Implementation of Munis security roles and their effect on separation of duties, proper
data access and restraints, and general ledger and menu restrictions.
Implementation of Munis workflow, including review of current procure -to -pay
procedures.
Review potential for various interfaces between Munis and other systems such as
HR /payroll, work orders and asset management, utility billing and receivables.
Exhibit A: Scope of Services 2 of 6
Analysis of the Munis Financials suite including General Ledger, Purchasing, Accounts
Payable, Capital Assets, Accounts Receivable, General Billing, Contract Management,
Project & Grant Accounting, Munis Security and Workflow.
Establishment and application of best business practices
Technical documentation, including best practices and daily /monthly /annual processing
Verification and testing as required
Requirements, Constraints and Assumptions
Additional requirements and restraints may be added if necessary, with project manager
approval, as the project moves forward.
The solution must be tested in the Munis testing and /or training database prior to
implantation in the Live database
- Solution must be implemented without major disruption to other operations
- Staff must be available to identify and assist in the implementation of Munis
All policies implemented within Munis must fall within the existing Munis software
capabilities
- Existing staff will be provided as resources for this project
This project has the full support of the project sponsor, stakeholders, and all departments
and will be communicated to all key players prior to deployment.
The City of Clearwater will provide additional resources if necessary.
Scope Statement
Municipal Software Solutions may sometimes act as a liaison with Tyler Technology personnel
with approval of the City's project manager. All personnel and software resources will be
managed by the City of Clearwater's project team. All project work will be independent of
daily and ongoing operations and all required testing will be done by the City of Clearwater,
with the possible assistance of the Consultant. All project funding will be managed by the
City of Clearwater's project manager up to and including the amounts in this document.
RISKS
The following risks for the Munis Consulting Project have been identified. The City of
Clearwater's project manager as well as the Consultant will determine and employ the necessary
risk mitigation /avoidance strategies as appropriate to minimize the likelihood of these risks:
Potential disruption to operations during implementation
Delay in policy decisions prior to implementation
Staff availability
Munis software restrictions
- Security role requirements
Exhibit A: Scope of Services 3 of 6
PROJECT DELIVERABLES
The following deliverables are based on the project objectives and success criteria. Any changes
to these deliverables must be approved by the project manager.
- Analysis, development and verification of the Munis General Ledger and chart of accounts
Implementation of Munis role -based security
Implementation of financial workflows
Review of potential interfaces
- Technical documentation
SUMMARY MILESTONE SCHEDULE
The project Summary Milestone Schedule is presented below. Target dates will be mutually
established as requirements are more clearly defined. Any changes will be communicated
through project status meetings by the project manager.
Project Milestone
Target Date
(mm /dd /yyyy)
• Develop Live General Ledger & Budget Information
• Complete Verification of Revised Chart of Accounts in Test or Train Database
• Complete Implementation of Chart of Accounts in Live Database
• Complete Implementation of Procure to Pay Workflows in Live Database
• Complete Implementation of Interfaces to Munis in Test or Train Database
• Complete Implementation of Interfaces to Munis in Live Database
• Complete Implementation of Roles and Security in Test or Train Database
• Complete Implementation of Roles and Security in Live Database
• Develop Best Business Policy and Technical Documents
SUMMARY BUDGET
The Project Consulting summary budget is based on the planned cost component and estimated
costs required for successful completion of the project. The costs are based on an hourly rate of
$112.50 /hour or $900 /day (10% Discount included).
Exhibit A: Scope of Services 4 of 6
„ PROJECT APPROVAL REQUIREMENTS
Success for the Munis Consulting Project will be achieved when a fully- tested Munis system and
all technical documentation is fully deployed throughout the City of Clearwater within the time
and cost constraints indicated in this plan. Additionally, this measure of success must include a
recommendation list for future policy considerations, in order to prevent future issues, as we
fully anticipate the necessity of this solution to evolve. Success will be determined by the City's
Munis implementation project manager, who will also authorize completion of the project.
ROLES AND RESPONSIBILITIES
Pamela Wood with Municipal Software Solutions is named the Consultant for the duration of the
Munis Consulting Project. Working with the City of Clearwater's Project Manager, the
Consultant's responsibility is to oversee and ensure the successful completion of all tasks as may
be assigned to and completed by Municipal Software Solutions. Together, Municipal Software
Solutions and City of Clearwater's key staff will implement the best business practices for the City
of Clearwater's Munis system. Municipal Software Solutions will provide biweekly updates to
the Project Manager.
Exhibit A: Scope of Services 5 of 6
STANDARD TERMS AND CONDITIONS
AGREEMENT - EXHIBIT B
S.1 DEFINITIONS. Uses of the following terms are interchangeable as referenced: "vendor,
contractor, consultant, supplier, proposer, company, parties, persons ", "purchase order, PO,
contract, agreement ", "city, Clearwater, agency, requestor, parties ", "bid, proposal, response,
quote ".
S.2 INDEPENDENT CONTRACTOR. It is expressly understood that the relationship of Contractor to
the City will be that of an independent contractor. Contractor and all persons employed by
Contractor, either directly or indirectly, are Contractor's employees, not City employees.
Accordingly, Contractor and Contractor's employees are not entitled to any benefits provided to
City employees including, but not limited to, health benefits, enrollment in a retirement system,
paid time off or other rights afforded City employees. Contractor employees will not be regarded
as City employees or agents for any purpose, including the payment of unemployment or
workers' compensation. If any Contractor employees or subcontractors assert a claim for wages
or other employment benefits against the City, Contractor will defend, indemnify and hold
harmless the City from all such claims.
S.3 SUBCONTRACTING. Contractor may not subcontract work under this Agreement without the
express written permission of the City. If Contractor has received authorization to subcontract
work, it is agreed that all subcontractors performing work under the Agreement must comply with
its provisions. Further, all agreements between Contractor and its subcontractors must provide
that the terms and conditions of this Agreement be incorporated therein.
S.4 ASSIGNMENT. This Agreement may not be assigned either in whole or in part without first
receiving the City's written consent. Any attempted assignment, either in whole or in part, without
such consent will be null and void and in such event the City will have the right at its option to
terminate the Agreement. No granting of consent to any assignment will relieve Contractor from
any of its obligations and liabilities under the Agreement.
S.5 SUCCESSORS AND ASSIGNS, BINDING EFFECT. This Agreement will be binding upon and
inure to the benefit of the parties and their respective permitted successors and assigns.
S.6 NO THIRD PARTY BENEFICIARIES. This Agreement is intended for the exclusive benefit of the
parties. Nothing set forth in this Agreement is intended to create, or will create, any benefits,
rights, or responsibilities in any third parties.
S.7 NON- EXCLUSIVITY. The City, in its sole discretion, reserves the right to request the materials
or services set forth herein from other sources when deemed necessary and appropriate. No
exclusive rights are encompassed through this Agreement.
S.8 AMENDMENTS. There will be no oral changes to this Agreement. This Agreement can only be
modified in a writing signed by both parties. No charge for extra work or material will be allowed
unless approved in writing, in advance, by the City and Contractor.
S.9 TIME OF THE ESSENCE. Time is of the essence to the performance of the parties' obligations
under this Agreement.
S.10 COMPLIANCE WITH APPLICABLE LAWS.
a. General. Contractor must procure all permits and licenses, and pay all charges and fees
necessary and incidental to the lawful conduct of business. Contractor must stay fully
informed of existing and future federal, state, and local laws, ordinances, and regulations that
in any manner affect the fulfillment of this Agreement and must comply with the same at its
own expense. Contractor bears full responsibility for training, safety, and providing necessary
equipment for all Contractor personnel to achieve throughout the term of the Agreement.
Upon request, Contractor will demonstrate to the City's satisfaction any programs,
procedures, and other activities used to ensure compliance.
b. Drug -Free Workplace. Contractor is hereby advised that the City has adopted a policy
establishing a drug -free workplace for itself and those doing business with the City to ensure
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STANDARD TERMS AND CONDITIONS
AGREEMENT - EXHIBIT B
the safety and health of all persons working on City contracts and projects. Contractor will
require a drug -free workplace for all Contractor personnel working under this Agreement.
Specifically, all Contractor personnel who are working under this Agreement must be notified
in writing by Contractor that they are prohibited from the manufacture, distribution,
dispensation, possession, or unlawful use of a controlled substance in the workplace.
Contractor agrees to prohibit the use of intoxicating substances by all Contractor personnel,
and will ensure that Contractor personnel do not use or possess illegal drugs while in the
course of performing their duties.
c. Federal and State Immigration Laws. Contractor agrees to comply with the Immigration
Reform and Control Act of 1986 (IRCA) in performance under this Agreement and to permit
the City and its agents to inspect applicable personnel records to verify such compliance as
permitted by law. Contractor will ensure and keep appropriate records to demonstrate that all
Contractor personnel have a legal right to live and work in the United States.
(i) As applicable to Contractor, under this provision, Contractor hereby warrants to the City
that Contractor and each of its subcontractors will comply with, and are contractually
obligated to comply with, all federal immigration laws and regulations that relate to their
employees (hereinafter "Contractor Immigration Warranty").
(ii) A breach of the Contractor Immigration Warranty will constitute as a material breach of
this Agreement and will subject Contractor to penalties up to and including termination of
this Agreement at the sole discretion of the City.
(iii) The City retains the legal right to inspect the papers of all Contractor personnel who
provide services under this Agreement to ensure that Contractor or its subcontractors are
complying with the Contractor Immigration Warranty. Contractor agrees to assist the City
in regard to any such inspections.
(iv) The City may, at its sole discretion, conduct random verification of the employment
records of Contractor and any subcontractor to ensure compliance with the Contractor
Immigration Warranty. Contractor agrees to assist the City in regard to any random
verification performed.
(v) Neither Contractor nor any subcontractor will be deemed to have materially breached the
Contractor Immigration Warranty if Contractor or subcontractor establishes that it has
complied with the employment verification provisions prescribed by Sections 274A and
274B of the Federal Immigration and Nationality Act.
d. Nondiscrimination. Contractor represents and warrants that it does not discriminate against
any employee or applicant for employment or person to whom it provides services because of
race, color, religion, sex, national origin, or disability, and represents and warrants that it
complies with all applicable federal, state, and local laws and executive orders regarding
employment. Contractor and Contractor's personnel will comply with applicable provisions of
Title VII of the U.S. Civil Rights Act of 1964, as amended, Section 504 of the Federal
Rehabilitation Act, the Americans with Disabilities Act {42 U.S.C. § 12101 et seq.), and
applicable rules in performance under this Agreement.
S.11 SALES /USE TAX, OTHER TAXES. Contractor is responsible for the payment of all taxes
including federal, state, and local taxes related to or arising out of Contractor's services under this
Agreement, including by way of illustration but not limitation, federal and state income tax, Social
Security tax, unemployment insurance taxes, and any other taxes or business license fees as
required. If any taxing authority should deem Contractor or Contractor employees an employee
of the City, or should otherwise claim the City is liable for the payment of taxes that are
Contractor's responsibility under this Agreement, Contractor will indemnify the City for any tax
liability, interest, and penalties imposed upon the City.
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STANDARD TERMS AND CONDITIONS
AGREEMENT - EXHIBIT B
The City is exempt from paying state and local sales /use taxes and certain federal excise taxes
and will furnish an exemption certificate upon request.
S.12 AMOUNTS DUE THE CITY. Contractor must be current and remain current in all obligations due
to the City during the performance of services under the Agreement. Payments to Contractor
may be offset by any delinquent amounts due the City or fees and charges owed to the City.
S.13 OPENNESS OF PROCUREMENT PROCESS. Written competitive proposals, replies, oral
presentations, meetings where vendors answer questions, other submissions, correspondence,
and all records made thereof, as well as negotiations or meetings where negotiation strategies
are discussed, conducted pursuant to this Invitation to Bid (ITB), shall be handled in compliance
with Chapters 119 and 286, Florida Statutes.
Proposals or replies received by the City pursuant to this ITB are exempt from public disclosure
until such time that the City provides notice of an intended decision or until 30 days after opening
the proposals, whichever is earlier. If the City rejects all proposals or replies pursuant to this ITB
and provides notice of its intent to reissue the ITB, then the rejected proposals or replies remain
exempt from public disclosure until such time that the City provides notice of an intended decision
concerning the reissued ITB or until the City withdraws the reissued ITB. A proposal or reply shall
not be exempt from public disclosure longer than 12 months after the initial City notice rejecting
all proposals or replies.
Oral presentations, meetings where vendors answer questions, or meetings convened by City
staff to discuss negotiation strategies, if any, shall be closed to the public (and other proposers) in
compliance with Chapter 286 Florida Statutes. A complete recording shall be made of such
closed meeting. The recording of, and any records presented at, the exempt meeting shall be
available to the public when the City provides notice of an intended decision or until 30 days after
opening proposals or final replies, whichever occurs first. If the City rejects all proposals or replies
pursuant to this ITB and provides notice of its intent to reissue the ITB, then the recording and
any records presented at the exempt meeting remain exempt from public disclosure until such
time that the City provides notice of an intended decision concerning the reissued ITB or until the
City withdraws the reissued ITB. A recording and any records presented at an exempt meeting
shall not be exempt from public disclosure longer than 12 months after the initial City notice
rejecting all proposals or replies.
In addition to all other contract requirements as provided by law, the contractor executing
this agreement agrees to comply with public records law.
IF THE CONTRACTOR HAS QUESTIONS REGARDING THE APPLICATION OF CHAPTER
119, FLORIDA STATUTES, TO THE CONTRACTOR'S DUTY TO PROVIDE PUBLIC
RECORDS RELATING TO THIS CONTRACT, CONTACT THE CUSTODIAN OF PUBLIC
RECORDS, Rosemarie Call, phone: 727 - 562 -4092 or Rosemarie.Call(& mvclearwater.com,
112 S. Osceola Ave., Clearwater, FL 33756.
The contractor's agreement to comply with public records law applies specifically to:
a) Keep and maintain public records required by the City of Clearwater (hereinafter "public
agency ") to perform the service being provided by the contractor hereunder.
b) Upon request from the public agency's custodian of public records, provide the public agency
with a copy of the requested records or allow the records to be inspected or copied within a
reasonable time at a cost that does not exceed the cost provided for in Chapter 119, Florida
Statutes, as may be amended from time to time, or as otherwise provided by law.
3
STANDARD TERMS AND CONDITIONS
AGREEMENT - EXHIBIT B
c) Ensure that the public records that are exempt or confidential and exempt from public records
disclosure requirements are not disclosed except as authorized by law for the duration of the
contract term and following completion of the contract if the contractor does not transfer the
records to the public agency.
d) Upon completion of the contract, transfer, at no cost, to the public agency all public records in
possession of the contractor or keep and maintain public records required by the public
agency to perform the service. If the contractor transfers all public records to the public
agency upon completion of the contract, the contractor shall destroy any duplicate public
records that are exempt or confidential and exempt from public records disclosure
requirements. If the contractor keeps and maintains public records upon completion of the
contract, the contractor shall meet all applicable requirements for retaining public records. All
records stored electronically must be provided to the public agency, upon request from the
public agency's custodian of public records, in a format that is compatible with the information
technology systems of the public agency.
e) A request to inspect or copy public records relating to a public agency's contract for services
must be made directly to the public agency. If the public agency does not possess the
requested records, the public agency shall immediately notify the contractor of the request
and the contractor must provide the records to the public agency or allow the records to be
inspected or copied within a reasonable time.
f) The contractor hereby acknowledges and agrees that if the contractor does not comply with
the public agency's request for records, the public agency shall enforce the contract
provisions in accordance with the contract.
g)
A contractor who fails to provide the public records to the public agency within a reasonable
time may be subject to penalties under Section 119.10, Florida Statutes.
h) If a civil action is filed against a contractor to compel production of public records relating to a
public agency's contract for services, the court shall assess and award against the contractor
the reasonable costs of enforcement, including reasonable attorney fees, if:
1. The court determines that the contractor unlawfully refused to comply with the
public records request within a reasonable time; and
2. At least eight (8) business days before filing the action, the plaintiff provided
written notice of the public records request, including a statement that the contractor
has not complied with the request, to the public agency and to the contractor.
i) A notice complies with subparagraph (h)2. if it is sent to the public agency's custodian of
public records and to the contractor at the contractor's address listed on its contract with the
public agency or to the contractor's registered agent. Such notices must be sent by common
carrier delivery service or by registered, Global Express Guaranteed, or certified mail, with
postage or shipping paid by the sender and with evidence of delivery, which may be in an
electronic format.
A contractor who complies with a public records request within eight (8) business days after the
notice is sent is not liable for the reasonable costs of enforcement.
S.14 AUDITS AND RECORDS. Contractor must preserve the records related to this Agreement for
five (5) years after completion of the Agreement. The City or its authorized agent reserves the
right to inspect any records related to the performance of work specified herein. In addition, the
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STANDARD TERMS AND CONDITIONS
AGREEMENT - EXHIBIT B
City may inspect any and all payroll, billing or other relevant records kept by Contractor in relation
to the Agreement. Contractor will permit such inspections and audits during normal business
hours and upon reasonable notice by the City. The audit of records may occur at Contractor's
place of business or at City offices, as determined by the City.
S.15 BACKGROUND CHECK. The City may conduct criminal, driver history, and all other requested
background checks of Contractor personnel who would perform services under the Agreement or
who will have access to the City's information, data, or facilities in accordance with the City's
current background check policies. Any officer, employee, or agent that fails the background
check must be replaced immediately for any reasonable cause not prohibited by law.
S.16 SECURITY CLEARANCE AND REMOVAL OF CONTRACTOR PERSONNEL. The City will
have final authority, based on security reasons: (i) to determine when security clearance of
Contractor personnel is required; (ii) to determine the nature of the security clearance, up to and
including fingerprinting Contractor personnel; and (iii) to determine whether or not any individual
or entity may provide services under this Agreement. If the City objects to any Contractor
personnel for any reasonable cause not prohibited by law, then Contractor will, upon notice from
the City, remove any such individual from performance of services under this Agreement.
S.17 DEFAULT.
a. A party will be in default if that party: (i) is or becomes insolvent or is a party to any voluntary
bankruptcy or receivership proceeding, makes an assignment for a creditor, or there is any
similar action that affects Contractor's capability to perform under the Agreement; (ii) is the
subject of a petition for involuntary bankruptcy not removed within sixty (60) calendar days;
(iii) conducts business in an unethical manner or in an illegal manner; or (iv) fails to carry out
any term, promise, or condition of the Agreement.
b. Contractor will be in default of this Agreement if Contractor is debarred from participating in
City procurements and solicitations in accordance with the City's Purchasing Policy and
Procedures Manual.
c. Notice and Opportunity to Cure. In the event a party is in default then the other party may,
at its option and at any time, provide written notice to the defaulting party of the default. The
defaulting party will have thirty (30) days from receipt of the notice to cure the default; the
thirty (30) day cure period may be extended by mutual agreement of the parties, but no cure
period may exceed ninety (90) days. A default notice will be deemed to be sufficient if it is
reasonably calculated to provide notice of the nature and extent of such default. Failure of
the non - defaulting party to provide notice of the default does not waive any rights under the
Agreement.
d. Anticipatory Repudiation. Whenever the City in good faith has reason to question
Contractor's intent or ability to perform, the City may demand that Contractor give a written
assurance of its intent and ability to perform. In the event that the demand is made and no
written assurance is given within five (5) calendar days, the City may treat this failure as an
anticipatory repudiation of the Agreement.
S.18 REMEDIES. The remedies set forth in this Agreement are not exclusive. Election of one remedy
will not preclude the use of other remedies. In the event of default:
a. The non - defaulting party may terminate the Agreement, and the termination will be effective
immediately or at such other date as specified by the terminating party.
b. The City may purchase the services required under the Agreement from the open market,
complete required work itself, or have it completed at the expense of Contractor. If the cost of
obtaining substitute services exceeds the contract price, the City may recover the excess
cost by: (i) requiring immediate reimbursement to the City; (ii) deduction from an unpaid
balance due to Contractor; (iii) collection against the proposal and /or performance security, if
5
STANDARD TERMS AND CONDITIONS
AGREEMENT - EXHIBIT B
any; (iv) collection against liquidated damages (if applicable); or (v) a combination of the
aforementioned remedies or other remedies as provided by law. Costs includes any and all,
fees, and expenses incurred in obtaining substitute services and expended in obtaining
reimbursement, including, but not limited to, administrative expenses, attorneys' fees, and
costs.
c. The non - defaulting party will have all other rights granted under this Agreement and all rights
at law or in equity that may be available to it.
d. Neither party will be liable for incidental, special, or consequential damages.
S.19 CONTINUATION DURING DISPUTES. Contractor agrees that during any dispute between the
parties, Contractor will continue to perform its obligations until the dispute is settled, instructed to
cease performance by the City, enjoined or prohibited by judicial action, or otherwise required or
obligated to cease performance by other provisions in this Agreement.
S.20 TERMINATION FOR CONVENIENCE. The City reserves the right to terminate this Agreement in
part or in whole upon thirty (30) calendar days' written notice.
S.21 TERMINATION FOR CONFLICT OF INTEREST Florida Statutes Section 112. Pursuant to
F.S. Section 112, the City may cancel this Agreement after its execution, without penalty or
further obligation, if any person significantly involved in initiating, securing, drafting, or creating
the Agreement for the City becomes an employee or agent of Contractor.
S.22 TERMINATION FOR NON - APPROPRIATION AND MODIFICATION FOR BUDGETARY
CONSTRAINT. The City is a governmental agency which relies upon the appropriation of funds
by its governing body to satisfy its obligations. If the City reasonably determines that it does not
have funds to meet its obligations under this Agreement, the City will have the right to terminate
the Agreement without penalty on the last day of the fiscal period for which funds were legally
available. In the event of such termination, the City agrees to provide written notice of its intent to
terminate thirty (30) calendar days prior to the stated termination date.
S.23 PAYMENT TO CONTRACTOR UPON TERMINATION. Upon termination of this Agreement,
Contractor will be entitled only to payment for those services performed up to the date of
termination, and any authorized expenses already incurred up to such date of termination. The
City will make final payment within thirty (30) calendar days after the City has both completed its
appraisal of the materials and services provided and received Contractor's properly prepared final
invoice.
S.24 NON - WAIVER OF RIGHTS. There will be no waiver of any provision of this agreement unless
approved in writing and signed by the waiving party. Failure or delay to exercise any rights or
remedies provided herein or by law or in equity, or the acceptance of, or payment for, any
services hereunder, will not release the other party of any of the warranties or other obligations of
the Agreement and will not be deemed a waiver of any such rights or remedies.
S.25 INDEMNIFICATION /LIABILITY.
a. To the fullest extent permitted by law, Contractor agrees to defend, indemnify, and hold the
City, its officers, agents, and employees, harmless from and against any and all liabilities,
demands, claims, suits, losses, damages, causes of action, fines or judgments, including
costs, attorneys', witnesses', and expert witnesses' fees, and expenses incident thereto,
relating to, arising out of, or resulting from: (i) the services provided by Contractor personnel
under this Agreement; (ii) any negligent acts, errors, mistakes or omissions by Contractor or
Contractor personnel; and (iii) Contractor or Contractor personnel's failure to comply with or
fulfill the obligations established by this Agreement.
b. Contractor will update the City during the course of the litigation to timely notify the City of
any issues that may involve the independent negligence of the City that is not covered by this
indemnification.
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AGREEMENT - EXHIBIT B
c. The City assumes no liability for actions of Contractor and will not indemnify or hold
Contractor or any third party harmless for claims based on this Agreement or use of
Contractor - provided supplies or services.
S.26 WARRANTY. Contractor warrants that the services and materials will conform to the
requirements of the Agreement. Additionally, Contractor warrants that all services will be
performed in a good, workman -like and professional manner. The City's acceptance of service or
materials provided by Contractor will not relieve Contractor from its obligations under this
warranty. If any materials or services are of a substandard or unsatisfactory manner as
determined by the City, Contractor, at no additional charge to the City, will provide materials or
redo such services until in accordance with this Agreement and to the City's reasonable
satisfaction.
Unless otherwise agreed, Contractor warrants that materials will be new, unused, of most current
manufacture and not discontinued, will be free of defects in materials and workmanship, will be
provided in accordance with manufacturer's standard warranty for at least one (1) year unless
otherwise specified, and will perform in accordance with manufacturer's published specifications.
S.27 THE CITY'S RIGHT TO RECOVER AGAINST THIRD PARTIES. Contractor will do nothing to
prejudice the City's right to recover against third parties for any loss, destruction, or damage to
City property, and will at the City's request and expense, furnish to the City reasonable
assistance and cooperation, including assistance in the prosecution or defense of suit and the
execution of instruments of assignment in favor of the City in obtaining recovery.
S.28 NO GUARANTEE OF WORK. Contractor acknowledges and agrees that it is not entitled to
deliver any specific amount of materials or services or any materials or services at all under this
Agreement and acknowledges and agrees that the materials or services will be requested by the
City on an as needed basis at the sole discretion of the City. Any document referencing
quantities or performance frequencies represent the City's best estimate of current requirements,
but will not bind the City to purchase, accept, or pay for materials or services which exceed its
actual needs.
S.29 OWNERSHIP. All deliverables, services, and information provided by Contractor or the City
pursuant to this Agreement (whether electronically or manually generated) including without
limitation, reports, test plans, and survey results, graphics, and technical tables, originally
prepared in the performance of this Agreement, are the property of the City and will not be used
or released by Contractor or any other person except with prior written permission by the City.
S.30 USE OF NAME. Contractor will not use the name of the City of Clearwater in any advertising or
publicity without obtaining the prior written consent of the City.
S.31 PROHIBITED ACTS. Pursuant to Florida Constitution Article II Section 8, a current or former
public officer or employee within the last two (2) years shall not represent another organization
before the City on any matter for which the officer or employee was directly concerned and
personally participated in during their service or employment or over which they had a substantial
or material administrative discretion.
S.32 FOB DESTINATION FREIGHT PREPAID AND ALLOWED. All deliveries will be FOB
destination freight prepaid and allowed unless otherwise agreed.
S.33 RISK OF LOSS. Contractor agrees to bear all risks of loss, injury, or destruction of goods or
equipment incidental to providing these services and such loss, injury, or destruction will not
release Contractor from any obligation hereunder.
S.34 SAFEGUARDING CITY PROPERTY. Contractor will be responsible for any damage to City real
property or damage or loss of City personal property when such property is the responsibility of or
in the custody of Contractor or its employees.
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AGREEMENT - EXHIBIT B
S.35 WARRANTY OF RIGHTS. Contractor warrants it has title to, or the right to allow the City to use,
the materials and services being provided and that the City may use same without suit, trouble or
hindrance from Contractor or third parties.
S.36 PROPRIETARY RIGHTS INDEMNIFICATION. Without limiting the foregoing, Contractor will
without limitation, at its expense defend the City against all claims asserted by any person that
anything provided by Contractor infringes a patent, copyright, trade secret or other intellectual
property right and must, without limitation, pay the costs, damages and attorneys' fees awarded
against the City in any such action, or pay any settlement of such action or claim. Each party
agrees to notify the other promptly of any matters to which this provision may apply and to
cooperate with each other in connection with such defense or settlement. If a preliminary or final
judgment is obtained against the City's use or operation of the items provided by Contractor
hereunder or any part thereof by reason of any alleged infringement, Contractor will, at its
expense and without limitation, either: (a) modify the item so that it becomes non - infringing; (b)
procure for the City the right to continue to use the item; (c) substitute for the infringing item other
item(s) having at least equivalent capability; or (d) refund to the City an amount equal to the price
paid, Tess reasonable usage, from the time of installation acceptance through cessation of use,
which amount will be calculated on a useful life not less than five (5) years, plus any additional
costs the City may incur to acquire substitute supplies or services.
S.37 CONTRACT ADMINISTRATION. The agreement will be administered by the Purchasing
Administrator and /or an authorized representative from the using department. All questions
regarding the agreement will be referred to the administrator for resolution. Supplements may be
written to the agreement for the addition or deletion of services. Payment will be negotiated and
determined by the contract administrator(s).
S.38 FORCE MAJEURE. Failure by either party to perform its duties and obligations will be excused
by unforeseeable circumstances beyond its reasonable control, including acts Of nature, acts of
the public enemy, riots, fire, explosion, legislation, and governmental regulation. The party whose
performance is so affected will within five (5) calendar days of the unforeseeable circumstance
notify the other party of all pertinent facts and identify the force majeure event. The party whose
performance is so affected must also take all reasonable steps, promptly and diligently, to prevent
such causes if it is feasible to do so, or to minimize or eliminate the effect thereof. The delivery or
performance date will be extended for a period equal to the time lost by reason of delay, plus
such additional time as may be reasonably necessary to overcome the effect of the delay,
provided however, under no circumstances will delays caused by a force majeure extend beyond
one hundred - twenty (120) calendar days from the scheduled delivery or completion date of a task
unless agreed upon by the parties.
S.39 COOPERATIVE USE OF CONTRACT. The City has entered into various cooperative
purchasing agreements with other Florida government agencies, including the Tampa Bay Area
Purchasing Cooperative. Under a Cooperative Purchasing Agreement, any contract may be
extended for use by other municipalities, school districts and government agencies in the State of
Florida with the approval of Contractor. Any such usage by other entities must be in accordance
with the statutes, codes, ordinances, charter and /or procurement rules and regulations of the
respective government agency.
Orders placed by other agencies and payment thereof will be the sole responsibility of that
agency. The City is not responsible for any disputes arising out of transactions made by others.
S.40 FUEL CHARGES AND PRICE INCREASES. No fuel surcharges will be accepted. No price
increases will be accepted without proper request by Contractor and response by the City's
Purchasing Division.
S.41 NOTICES. All notices to be given pursuant to this Agreement must be delivered to the parties at
their respective addresses. Notices may be (i) personally delivered; (ii) sent via certified or
registered mail, postage prepaid; (iii) sent via overnight courier; or (iv) sent via facsimile. If
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STANDARD TERMS AND CONDITIONS
AGREEMENT - EXHIBIT B
provided by personal delivery, receipt will be deemed effective upon delivery. If sent via certified
or registered mail, receipt will be deemed effective three (3) calendar days after being deposited
in the United States mail. If sent via overnight courier or facsimile, receipt will be deemed
effective two (2) calendar days after the sending thereof.
S.42 GOVERNING LAW, VENUE. This Agreement is governed by the laws of the State of Florida.
The exclusive venue selected for any proceeding or suit in law or equity arising from or incident to
this Agreement will be Pinellas County, Florida.
S.43 INTEGRATION CLAUSE. This Agreement, including all attachments and exhibits hereto,
supersede all prior oral or written agreements, if any, between the parties and constitutes the
entire agreement between the parties with respect to the work to be performed.
S.44 PROVISIONS REQUIRED BY LAW. Any provision required by law to be in this Agreement is a
part of this Agreement as if fully stated in it.
S.45 SEVERABILITY. If any provision of this Agreement is declared void or unenforceable, such
provision will be severed from this Agreement, which will otherwise remain in full force and effect.
The parties will negotiate diligently in good faith for such amendment(s) of this Agreement as may
be necessary to achieve the original intent of this Agreement, notwithstanding such invalidity or
unenforceability.
S.46 SURVIVING PROVISIONS. Notwithstanding any completion, termination, or other expiration of
this Agreement, all provisions which, by the terms of reasonable interpretation thereof, set forth
rights and obligations that extend beyond completion, termination, or other expiration of this
Agreement, will survive and remain in full force and effect. Except as specifically provided in this
Agreement, completion, termination, or other expiration of this Agreement will not release any
party from any liability or obligation arising prior to the date of termination.
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