CONSULTING SERVICES AGREEMENTDocuSign Envelope ID: DD626C8E-2DE3-4D0C-819E-BEC89DA02750
CONSULTING SERVICES AGREEMENT
ZlT THI$ CONSULTING SERVICES AGREEMENT ("Agreement") is made and entered into as of the
s day of ?.2018, between Atlas Integrated, Inc.,("Consultant"), whose address is 1860 Blake
St, Suite 8101, Denver, CO 80202, and City of Clearwater ("Customer") whose address is 112 S. Osceola
Ave., Clearwater FI, 33756
RECITALS
WHEREAS Customer desires that Consultant render certain professional services to Customer, such
work generally described as Economic Development Consulting and Data Tools, and Consultant is willing to
perform such work upon the terms and conditions set forth herein;
NOW, BE IT THEREFORE AGREED, in consideration of the mutual benefits, agreements, covenants
and promises herein, and other good and valuable consideration, the sufficiency of which is hereby
acknowledged, the parties agree as follows:
1. Scope of Services.
Consultant, as an independent contractor, shall perform those certain services specified on the
Statement of Work attached hereto and incorporated herein as Attachment A ("Consultant Services").
Consultant shall not be required to perform work not specifically described in the Statement of Work.
The parties may mutually agree in writing from time- to time on additions or deletions to the
Statement of Work, however Consultant shall not be required to perform such additional work until a
written agreement is reached as to the time and cost of such additional work and an Amendment to
Statement of Work is signed by both Consultant and Customer.
2. Performance of Work.
Consultant shall provide Consultant Services in accordance with the Statement of Work. Consultant
shall have sole discretion and control over the work of Consultant's employees, agents and
contractors in the performance of the work under this Agreement and the manner in which such work
is performed. Consultant may use subcontractors or contract labor or services to perform certain
portions of the work.
3. Customer Duties and Responsibilities.
3.1 Customer shall make available in a timely manner at no charge to Consultant such data,
documentation and materials, together with timely access to appropriate personnel of Customer and
such resources of Customer as Consultant may reasonably need for the performance of Consultant
Services.
3.2 Customer shall be responsible for and assumes the risk of any problems resulting from the
content, accuracy, completeness or consistency of the data, all materials and information supplied to
Consultant.
3.3 Customer shall appoint and designate a Customer representative who shall provide
professional and prompt liaison between Consultant and Customer. Primary guidance and direction
for Consultant with respect to the services performed hereunder shall come from such Customer
representative.
3.4 If required for the performance of Consultant's work, during such time as Consultant is on
Customer's premises, Customer will provide at no charge to Consultant for Consultant's use a
workspace and access to the appropriate Customer computing resources and environment, including
phone, email and other mutually agreed office equipment and material needed for the work
Consultant is performing pursuant to this Agreement.
4. Compensation.
4.1 Consultant's compensation for the Consultant Services shall be as set forth in the
Compensation Schedule set forth in Attachment B, attached hereto and incorporated herein..
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4.2 Customer shall be responsible for all reasonable out-of-pocket costs (not including day to
day operating expenses such as routine photocopying, long-distance telephone) incurred by
Consultant and Customer in connection with performing the Consultant Services, including, but
not limited to, specific reimbursable expenses for photography, stock art and illustration, image
searching, hosting, printing and press checks. Consultant will use photography and brand
graphics provided by Customer. Should photography not be available, Customer reserves the
right to approve any photography, stock art and illustration. Consultant shall provide Customer a
good faith estimate of any such applicable expenses prior to Customer approval of said
expenses.
4.3 Travel Expenses, meals and incidentals: Provided Consultant faithfully performs his
obligations contained in this Agreement, the Customer shall reimburse Consultant for travel
expenses as follows: (a) up to five hundred and fifty dollars ($550) per person for air travel to
Clearwater, provided, however, that the total reimbursement for air travel during the Term shall
not exceed one thousand six hundred and fifty dollars ($1,650.00) for all Consultant's air travels
without the prior written consent of the Customer; (b) fifty dollars ($50.00) plus applicable taxes
and fees per day for car rental, and airport parking of eight dollars ($8.00) per day, provided,
however, that the total reimbursement for car rental and airport parking during the Term shall not
exceed three hundred ($300.00) without the prior written consent of the Customer;
(c) reimbursement of gasoline for rental car, provided, however, that the total reimbursement shall
not exceed forty-five dollars ($45.00) without the prior written consent of the Customer; (d) and
hotel reimbursement at daily government rate, currently one hundred twenty dollars ($120.00)
plus applicable taxes, and up to twenty dollars ($20) per day for onsite parking, provided,
however, that the total reimbursement for hotel costs during the Temi shall not exceed one
thousand three hundred dollars ($1,300.00) without the prior consent of the Customer; (e) fifty-
four dollars ($54) per day, the current daily government rate, for meals for an amount not to
exceed four hundred eighty-six dollars ($486.00) without prior written consent of the Customer.
4.4 Unless otherwise specified in this Agreement, all invoices for Consultant Services and out of
pocket costs and taxes shall be due and payable within thirty (30) days of receipt. Consultant shall
have the right to suspend (including but not limited to turning off access to websites) providing of
Consultant Services at any time without penalty or liability for breach of this Agreement where
Customer fails to pay when due invoices for Consultant Services, costs and taxes with 15 days
written notice.
4.5 Customer may be required to pre -pay for licenses, royalties and fees for art and imagery in
order to ensure timely delivery of the same. Customer reserves the right in its sole discretion to
approve such licenses, royalties and fees for art and imagery, which approval shall be provided in
writing by Customer prior to purchase of same.
4.6 Please make checks payable to: Atlas Integrated
Mail to: 1860 Blake St, Suite 8101 Denver, CO 80202
5. License and Intellectual Property Rights.
5.1 Customer acknowledges that it is not and will not be the author or owner of any code,
graphics, data or documentation provided to Customer by Consultant where such code, graphics,
data or documentation consists of pre-existing know-how, generic, licensed or non -unique software
components, structure, architecture, subroutines, functions, algorithms, formulas, third party tools,
libraries and programs which Consultant may make use of or incorporate into the work and to which
Consultant or and third party licensor has prior copyright ownership ("Pre-existing Materials").
5.2 The parties recognize and agree that the code, graphics data or documentation comprising
the work performed by Consultant for Customer, other than Pre-existing Materials, is a "work made
for hire", and that, provided Customer makes payment in full of all amounts from time to time required
to be paid to Consultant hereunder, Customer shall be deemed to be the author of such work.
Contingent upon the payment in full to Consultant, Consultant grants Customer a personal, royalty
free, non -transferable right and license to use and modify the work performed by Consultant
hereunder, subject at all times however to the rights of others in the Pre -Existing Materials.
5.3 Consultant may retain a copy of any such work for the purpose of displaying specimens or
exemplars of their services to third parties, without written approval from Customer. The display of
these "work products" shall conform to all levels of confidentiality in this agreement and shall not
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require Customer's approval in writing prior to disclosure to any third party.
6. Warranties and Remedies.
6.1 EXCEPT AS PROVIDED IN THIS SECTION, ALL SERVICES AND SOFTWARE ARE
DELIVERED WITHOUT WARRANTY OF ANY KIND (EXPRESS, IMPLIED OR STATUTORY) TO
CUSTOMER OR ANY THIRD PARTY, INCLUDING, BUT NOT LIMITED TO, ANY EXPRESS OR
IMPLIED WARRANTIES OF (1) MERCHANTABILITY; (2) FITNESS FOR A PARTICULAR
PURPOSE; (3) EFFORT TO ACHIEVE PURPOSE; (4) QUALITY OR (5) ACCURACY. NO
EMPLOYEE, CONSULTANT, AGENT OR OTHER REPRESENTATIVE OF CONSULTANT HAS
AUTHORITY TO BIND CONSULTANT TO ANY ORAL REPRESENTATIONS OR WARRANTIES
CONCERNING THE SERVICES PROVIDED HEREUNDER.
6.2 Notwithstanding the foregoing, the services provided by Consultant hereunder shall be
performed in a professional and workmanlike manner and shall substantially conform to the
description of services set forth in the applicable statement of work.
6.3 Customer's sole remedy for Consultant's breach of its obligations under this agreement is as
set forth herein. Should Consultant breach any warranty or representation in this Agreement or
should Consultant default under any term of this Agreement, Customer shall notify Consultant in
writing and Consultant shall use reasonable diligence to remedy such breach within 30 days after
receipt of such notice. Should Consultant fail to remedy such breach within such time, Customer may
terminate the Agreement effective immediately upon written notice, provided that Customer shall
remain responsible for paying Compensation accrued through the date of termination, and Consultant
shall be responsible for delivering product produced hereunder to Customer up until the date of
termination. IN NO EVENT SHALL CONSULTANT BE LIABLE TO CUSTOMER FOR ANY AMOUNT
IN EXCESS OF THE FEES ACTUALLY PAID BY CUSTOMER TO CONSULTANT FOR SERVICES
AND PRODUCTS PROVIDED HEREUNDER. CUSTOMER FURTHER AGREES THAT IN NO
EVENT SHALL CONSULTANT BE LIABLE TO CUSTOMER OR ANY THIRD PARTY FOR ANY
LOSS OF PROFITS, LOSS OF DATA, LOSS OF USE, INTERRUPTION OF BUSINESS, OR ANY
DIRECT, INDIRECT, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES OF ANY KIND
WHETHER UNDER THIS AGREEMENT OR OTHERWISE, EVEN IF CONSULTANT WAS ADVISED
OF THE POSSIBILITY OF SUCH DAMAGES OR WAS GROSSLY NEGLIGENT. See Attachment D.
7. Confidential Information.
7.1 Each party may be exposed, or have access, to confidential and proprietary information
belonging to or supplied by the other party including, without limitation, Work Product, drawings,
analysis, research, processes, computer programs, methods, ideas, know-how, business information
(including sales and marketing research, materials, plans, accounting and financial information,
personnel records, customer lists, and the like) and any other information either known by the
receiving party to be confidential, or designated by the disclosing party as confidential either
expressly or by the circumstances in which it is disclosed ("Confidential Information"). Confidential
Information does not include information and/or data which: (a) has become publicly known through
no violation of an obligation of non -disclosure of any person or entity; (b) was obtained by the
recipient from a third party through no violation of an obligation of non -disclosure of any person or
entity; (c) was independently developed without any use or reference to Confidential Information and
through no violation of an obligation of non -disclosure of any person or entity; (d) has been approved
for disclosure in writing by the disclosing party; (e) has been disclosed pursuant to a requirement of
law, but only to the extent such disclosure is required; or (f) was in the possession of the recipient
prior to the Effective Date, through no violation of an obligation of non -disclosure of any person or
entity, as evidenced by written records. Notwithstanding any provision herein to the contrary, the
parties hereby acknowledge the broad public records law of Florida, including but not necessarily
limited to Chapter 119, Florida Statutes (2017), and agree to be bound thereby, as more specifically
set forth below.
7.2 Each party agrees, with respect to the other party's Confidential Information, and except
as expressly authorized herein, that it shall not use, transfer, commercialize or disclose such
Confidential Information to any person or entity, except to its own employees or subcontractors,
to the extent that they have a need to know or have access to such Confidential Information in
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connection with the performance of this Agreement, and who are themselves bound by similar
nondisclosure restrictions. Each party shall use at least the same degree of care in safeguarding
the other party's Confidential Information as it uses in safeguarding its own confidential
information, but in no event shall less than due diligence and care be exercised. The provisions of
this Article 7 shall remain in effect for a period of five (5) years following termination of this
Agreement or until one of the exceptions set forth in Section 7.1 applies, whichever occurs first.
7.3 Access to Records: Consultant agrees that Customer or any of its duly authorized
representatives shall have access to any books, documents, papers, and records of the
Consultant for the purposes of making audit, examination, excerpt, and transcripts.
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 AT: 727-562-4092, 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
agencv") 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.
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.
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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 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 8 business days after the
notice is sent is not liable for the reasonable costs of enforcement.
8. Assignment
8.1 No party to this Agreement may assign any rights or delegate any duties under this
Agreement without the prior written consent of the other party.
9. Term, Termination and Suspension.
9.1 This Agreement shall be effective on the date signed by all parties hereto ("Effective Date")
remain in effect until September 30, 2021. Unless terminated, contract will automatically renew for an
additional one (1) year period. Upon termination of this Agreement under any of the foregoing
provisions, in addition to any other rights or obligations arising from such termination, and subject to
Chapter 119, Florida Statutes,: (a) each party shall return to the other party all Confidential
Information of the other party, in whatever form, in such party's possession or control, and shall delete
all records containing such Confidential Information, except for a record of payments made
hereunder; and (b) all obligations to perform under any current or subsequent Statement of Work
shall cease. Nothing contained herein shall be deemed to affect Consultant's right to suspend
Consultants Services in the event of Customer's failure to timely pay obligations to Consultant under
this Agreement.
10. Dispute Resolution and Indemnification
10.1 In the event of any dispute arising under this Agreement, other than the payment of sums due
to Consultant, the project manager for Consultant and the designated representative of Customer
agree to meet within a reasonable time after such dispute arises to determine the nature of the
dispute and corrective action to be taken to resolve such dispute. If such persons are unable to agree
on such corrective action, they shall notify senior management of Consultant and Customer, who
shall then meet to attempt to resolve such dispute. If management is unable to resolve such dispute,
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each party shall have such remedies and defenses as may be available at all and under this
Agreement.
11. Notice
11.1 Any notices required under this Agreement shall be in writing and be addressed to the
parties as shown below. Notices shall be delivered by certified or registered first class mail or by
commercial courier service and shall be deemed to have been given or made as of the date
received.
City of Clearwater
Economic Development & Housing
Attn: Denise Sanderson, Director
112 S. Osceola Ave
Clearwater, FL 33756
727-562-4031
Atlas Integrated
Attn: Jen Wright, Integrator
1860 Blake Street, Suite B101
Denver, CO 80202
303-292-3300 ext 232
12. Indemnification and Insurance.
12.1 As to claims other than warranty claims subject to paragraph 6, Consultant agrees to
indemnify Customer for Customer's losses to the extent caused by the negligence of Consultant and
its employees or authorized agents (including contractors or subcontractors of Consultant) performing
within the scope of their employment or agency under this agreement.
Customer agrees to indemnify Consultant for its negligence in the performance of Customer activities
under this agreement to the extent permitted by Section 768.28 Florida Statutes (2017). However,
nothing contained herein, including the foregoing, shall be construed or interpreted as denying either
party any remedy or defense available to it under the laws of the State of Florida, as consent to be
sued by third parties, or as a waiver of sovereign immunity beyond the limited waiver provided in
Section 768.28, Florida Statutes (2017).
12.2 Consultant shall, at its sole cost and expense, secure and maintain in force while the contract
is in effect, policies of insurance as provided for in Attachment C (attached hereto and incorporated
herein.
13. Procedures
13.1 Change Request Process: Customer may request changes within the general
scope of work ("Change Requests"). Change Requests must be made in writing. Changes
to work must be approved by the Customer and Consultant and may include the following:
1. Additions to or deletions from the specifications.
2. Changes in the time and place of performance.
3. Changes in the scope or nature of the work to be delivered.
4. Changes in the nature and quantity of deliverable work product.
If any change affects payments due or time of performance, details must be specified in
the Change Request, which is approved by the Customer and Consultant. Only authorized
representatives of the Customer and Consultant shall make changes to the terms and
conditions of this agreement. Neither Consultant nor Customer will be accountable for
meeting commitments that have not been agreed to in an approved Change Request.
13.2 Additional Project Expenses: Typically, such items as photography, image
searching, hosting, printing, press checks, travel, etc., are necessary and can change the
budget of the project. If a Change Request shall result in additional project expenses,
Consultant will use reasonable efforts to outline any changing budget costs as a result of
such Change Request and submit such outline to Customer for approval. See Attachment
A.
13.3 Unless milestone dates are revised in writing by the parties hereto, in circumstances
where milestone deadlines are missed due to delays by client, the client will honor payments
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according the following Milestone Payment Schedule:
10% ($2,500) to be billed (net 30) for planning work associated with Discovery Session
preparation (1st milestone);
30% ($7,500) to be billed (net 30) following completion of discovery session (2nd milestone);
30% ($7,500) to be billed (net 30) following delivery of the beta* tool to the customer (3rd
milestone);
30% ($7,500) following acceptance by Customer and signoff
*Beta refers to a version of the tool that is given to the client but has not yet gone public
Deadlines: Customer will adhere to all deadlines conveyed by Consultant to ensure budget
costs remain in accordance with the expectations described prior to contract, or notify Consultant
if deadlines will not be met.
13.4 Signoff: At major project milestones, signoff is required on all project materials by
the Customer in written form. Signoff constitutes acceptance of materials for use. Verbal
confirmation does not constitute acceptance.
14. Non -Hiring Covenant.
14.1 Customer hereby covenants and agrees that during the term of this Agreement and for a
period of twenty four (24) months thereafter, Customer and its affiliated companies, including, without
limitation, their respective officers, directors or employees, shall not solicit for employment or employ
any current or former employee of Consultant or its affiliated companies or current or former
independent contractor or member of the contract sales force of Consultant or its affiliated companies
("Restricted Person"). The term "employ" as used in this section shall mean any relationship in which
compensation is paid directly or indirectly by Customer for or to a Restricted Person, including,
without limitation, direct employment, leased employee, an independent contractor relationship or
through an employment agency. The term "former" as used in this section shall mean during the term
of this Agreement or the prior 12 -month period.
15. General Provisions
15.1 The construction, validity and performance of this Agreement is entered into pursuant to
the laws of the State of Florida, and shall be construed and enforced thereunder. In the event of
litigation for any alleged breach of this Agreement, exclusive jurisdiction and venue for such
litigation shall be in Pinellas County, Florida, the Circuit Court of the Sixth Judicial Districtor the
United States District Court for the Middle District of Florida, Tampa Division. In the event of any
litigation conceming this Agreement, the parties waive all rights to a jury trial.
15.2 The relationship of Consultant and Customer established by this Agreement is solely that of
independent contractors. Nothing contained herein shall be deemed to establish a partnership, joint
venture, association or employment relationship between the parties.
15.3 In the event that either party is required to commence any action to enforce the terms of this
agreement, the prevailing party shall be entitled to reasonable attorney's fees.
15.4 Neither party shall be liable in damages or have the right to terminate this Agreement for any
delay or default in performing hereunder if such delay or default is caused by conditions beyond its
reasonable control including, but not limited to Acts of God, Government restrictions (including the
denial or cancellation of any export or other necessary license), wars, insurrections and/or any other
cause beyond the reasonable control of the party whose performance is affected, however the
inability or failure to pay obligations under this Agreement shall not be excused by the terms of this
section.
15.5 This Agreement and its attachments constitutes the entire agreement between the parties
with respect to the subject matter hereof and supersedes any and all other agreements, either oral or
in writing, between the parties with respect to the matter stated herein.
15.6 This Agreement may be modified or amended only by a writing signed by the party against
whom enforcement is sought.
15.7 If any provision of this Agreement is held invalid or unenforceable for any reason, such
determination will not affect the remaining portions of this Agreement, and the affected provisions
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shall be interpreted and enforced to the full extent possible to carry out the intent of such provision.
15.8 Failure to enforce this Agreement shall not be a waiver of any provision of this Agreement,
and a waiver of breach shall not be a waiver of any other or subsequent breach.
15.9 Consultant and Customer shall comply with all applicable laws and regulations.
15.10 The headings in this Agreement are for ease of reference only and in no way define, limit,
construe or describe the scope or extent of such section.
IN WITNESS WHEREOF, and intending to be legally bound, the parties hereto have caused this
Agreement to be executed by their duly authorized representatives.
Approved as to form:
Laura Mahony
Assistant City Attorney
CITY OF CLEARWATER, FLORIDA
By:
Attest:
William B. Horne, II
City Manager
Rosemarie Call
City Clerk
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ATTACHMENT A
STATEMENT OF WORK
(Check one) _x Original; Supplemental Number.
Note: Both parties' signatures must appear for Supplemental Statements of Work.
Consultant
Name:
Title:
Jennifer wright
Coo
Signature:
e--Docuslpned by:
Date: 6/2172mr671m6 AM PDT
Project Goals:
Customer
[ d' - SaiNciers D fl
Name:
Title: lJ l IYlk U'e.% • 4 6,,,c J
Signature: (441 sCPCA4- ""
Date: 1P 21//
The City of Clearwater Economic Development and Housing Department requires web -based economic
development tools to promote strengths, share market intelligence, and support local business growth.
This new suite of tools would be added to the existing www.myclearwater.com/ed website.
Project Goals include:
• Combined with digital marketing campaigns, recommend best ways to drive traffic to the City of
Clearwater/ Economic Development website www.myclearwater.com/ed
• Support site selectors, businesses, developers and various potential investors with the tools
needed to perform research and analysis on doing business in the City of Clearwater and
ultimately drive business growth
Deliverables:
Discovery Session and Stakeholder meetings:
Travel to Clearwater, FL for up to three (3) consultant(s) for the initial discovery session and stakeholder
meetings.
• Assumes up to five (5), one-hour individual interviews with key stakeholders, to be conducted in
person or by phone
• One larger group meeting with key stakeholders
• Meeting agenda and schedule to be determined by customer and consultant prior to meeting and
may include the following sections:
o Goals for the program
o System requirements
o Data prioritization exercise
• ESRI
• Parcel
• Workforce
■ Other
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• Stakeholder meetings to yield initial prospective data opportunities and layers to be used on the
tool
Assumptions:
• Project kick off meeting to occur prior to trip and interviews
• Interview and stakeholder meeting times and dates to be scheduled by client
• Assumes all travel expenses will be billed at cost separately from the project budget as stated in
contract in Section 4 Compensation, subsections 4.2 and 4.3
o Travel expenses include flights, car rental, gasoline for rented car, lodging, meals, and
incidentals as stated in contract Section 4 Compensation, subsections 4.2 and 4.3
UX Analysis
Atlas to perform UX analysis to understand how users are currently interacting with the City's current tools
and what changes can be made based on findings
Assumptions:
• Heat mapping code to be provided to client for placement on current site
• Client to provide access to all current and new analytics
Access and Interface Set Up - Quick Access & Manipulation
As determined during the discovery session, Atlas will provide system development and interface set up
which includes:
• Visualization development and integration on website
o Consultant to adhere to and ensure all graphics, fonts, photos and colors are consistent with
city of Clearwater graphic brand standards. Written, final approval is at the discretion of Joelle
Castelli, Public Communications Director, City of Clearwater
(Joelle.castelli(myclearwater.com).
• Map Layering
Software Development
Atlas will configure software to include the following:
• User Access Control - Your global administrator(s) can grant access to any user, controlling
whether or not they can edit, add, and post properties onto your tool
• Property Data Automation w/ Officespace.com.
• Automatic Notifications - Your tool can automate notifications to property owners in the database.
If a property isn't updated after a certain number of days, notifications will be sent to have the tool
updated.
• Easy Manipulation - your software platform is built to give those who have access the ability to
update any property and data field, update multiple properties at once, and even revert back to a
previous version (in case something was changed in error).
Updates to software occur no less frequently than annually, as long as Customer is current on annual
maintenance payments. No additional licensing costs will be incurred.
Third Party Data
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Throughout the term of this Agreement, Customer shall license the following third -party databases, each
of which shall be updated once per calendar year.
• Property Data through Officespace.com (through the Consultant)
• Demographic data from ESRI (through the Consultant)
Launch and Campaign Recommendations
After quality assurance (QA) has been completed, Atlas will launch your new tools and help put together
a plan to market them to the world.
Assumptions:
• Atlas to have two 60 -minute meetings with Executive leadership and marketing teams to provide
go to market recommendations
Hosting
Throughout the term of this Agreement, Customer's tool shall be hosted on Atlas' servers. Atlas shall
notify Customer of any planned maintenance periods in advance.
Training and Support
Unlimited free support, training, and bug fixes via support@atlas-integrated.com KE;}
Data and Software Upgrades
As part of this Agreement, Customer will fund annual data and software upgrades. The fee covers the
services to maintain and update the software and data. Such fees are included in the Compensation
Schedule.
Analytics
As a part of this agreement, Customer will receive analytics one (1) time per month which include data on
property searches, and reports downloaded.
[G M 18-9216-060/220512/1] 11
DocuSign Envelope ID: DD626C8E-2DE3-4D0C-819E-BEC89DA02750
ATTACHMENT B
COMPENSATION
Project pricing for Discovery Session and
tools development as described in Proje
Goals and Scope of Work*
$25,000
Year 1 price for data maintenance,
ongoing support
Year 2 price for data maintenance,
ongoing support
Year 3 price for data maintenance,
ongoing support
Total
$25,000
$10,000
$7,500
$7,500
$25,000
$50,000 plus cost of
travel expenses*
Payment Policy
Any changes from the agreed -to scope will result in a change order.
• A payment of $25,000 as defined more specifically by Project Milestone Completion outlined in
Section 13.3*
• Annual Software, hosting and support payment to be billed separately, upon completion of
statement of work.
• Discovery Session travel expenses billed at cost, separate from the one-time setup fee, with not
to exceed amount of $3,781 defined in Section 4.3.*
• Terms are Net 30
The Customer will be invoiced through our billing system, QuickBooks, which will give the
Customer options to view and pay invoices online by credit card. If your company would like
to pay by check, please make checks payable to:
Atlas Integrated
1860 Blake Street, 8101
Denver, CO 80202
All invoices are payable within 30 days (our grace period)
Consultant Customer
Jennifer wright S�'nth, �, ��Ci.rdr --Sp
Name: Name: (
Title: COO Title: �IrCJ--'CJ1�' 00Nu. C, "rY 1t.4t1'1Gr
DocuSipnea by
Signature: — Signature: cM°
7CF9F6E,,,623A27_
Date: 6/21/2018 7:41:56 AM PDT Date: le/2-11/S7
[G M18-9216-060/220512/1] 12
ATTACHMENT C
1. Commercial General Liability Insurance including but not limited to, premises operations,
products/completed operations, products liability, contractual liability, independent Vendors,
personal injury and advertising injury, in the minimum amount of $1,000,000 per occurrence
and $2,000,000 general aggregate, and $2,000,000 products/completed operation aggregate.
2. Statutory Workers' Compensation Insurance in accordance with the laws of the State of
Florida, and Employer's Liability Insurance in the minimum amount of $100,000 each
employee each accident, $100,000 each employee by disease and $500,000 aggregate by
disease with benefits afforded under the laws of the State of Florida. Coverage should
include Voluntary Compensation and U.S. Longshoremen's and Harbor Worker's Act
coverage where applicable. Coverage must be applicable to employees, Contractors, and
Subcontractors, if any.
3. Professional Liability/ Errors or Omissions Insurance coverage appropriate for the type
of business engaged in by the Vendor with minimum limits of $1,000,000 per occurrence. If a
claims -made form of coverage is provided, the retroactive date of coverage shall be no later
than the inception date of claims made coverage, unless prior policy was extended
indefinitely to cover prior acts. Coverage shall be extended beyond the policy year either by
a supplemental extended reporting period (ERP) of as great a duration as available, and with
no less coverage and with reinstated aggregate limits, or by requiring that any new policy
provide a retroactive date no later than the inception date of claims made coverage.
4. The above insurance limits may be achieved by a combination of primary and
umbrella/excess liability policies. All coverages required hereunder must be applicable to
contractors and subcontractors of the Consultant, if any.
Other Insurance Provisions:
1. The City must be specifically included as an "Additional insured" on the Commercial General
Liability Insurance listed above.
2. Prior to the execution of this Agreement, and then annually upon the anniversary date(s) of
the insurance policy's renewal date(s), the Vendor will furnish the City with a Certificate of
Insurance evidencing the coverage's set forth above and naming the City as an "Additional
Insured" on the Vendor's Commercial General Liability Insurance listed above. In addition,
when requested in writing from the City, Vendor will provide the City with certified copies of all
applicable policies. The addresses where such certificates and certified policies shall be sent
or delivered is as follows:
City of Clearwater
Attn: Economic Development & Housing
P.O. Box 4748
[G M 18-9216-060/220512/1] 13
DocuSign Envelope ID: DD626C8E-2DE3-4D0C-819E-BEC89DA02750
Clearwater, FL 33758-4748
3. Vendor shall provide thirty (30) days written notice of any cancellation, non -renewal,
termination, material change or reduction in coverage.
4. Vendor's insurance as outlined above shall be primary and non-contributory coverage for
Vendor's negligence.
5. Vendor shall defend, indemnify, save and hold the City harmless from any and all claims,
suits, iudgments and liability for death, personal injury, bodily iniury, or property damage
arising directly or indirectly including legal fees, court costs, or other legal expenses.
The stipulated limits of coverage above shall not be construed as a limitation of any potential liability
to the City and/or State of Florida, and failure to request evidence of this insurance shall not be
construed as a waiver of Vendor's obligation to provide the insurance coverage specified.
[G M 18-9216-060/220512/1] 14
ATTACHMENT D
HOSTING SUPPORT POLICIES
Unlimited Free Support Services
Any requests due to loss of service or technical issues not the Customers responsibility will not be billed
to the Customer. Additionally, Consultant shall provide the following Support Services free of charge, to
up to three designated Customer representatives, using the support( communitvsys.com email address,
and company phone number:
• Bug fixes
• Answering general questions
• Virtual Instructor Led Training
• Community Systems Digital Economic Development University
• User Documentation
• Videos/Recordings
Value Added, Paid Enterprise Services
Consultant also offers the following paid Value added support services. All of the below services will only
be performed if previously authorized within a written contract, and will be billed as work is completed
hourly:
• Data Cleaning Services
• Data Integration Services, including importers
• Data Entry
• Data Collection and Research
• Partner Engagement and Communications
• Support for Partner relationships
• Marketing Automation Consulting
• Partner Response Consulting
• Third Party Software Integration
Website Hosting
To ensure that your website performs up to expectations and has easy access to all of the latest updates,
we will provide hosting services, billed on a quarterly basis in advance. Further, updates are free if
hosting with Community Systems. Community Systems maintains its systems to a 99.9% uptime
standard, exclusive of planned maintenance windows.
Product Enhancements and Updates
Consultant maintains a backlog of suggested non critical enhancements at all times that it reserves the
right to prioritize as it sees fit. These enhancements can include updates to existing functionality, adding
updates that make content that is currently not configurable by the customer configurable, new features
not yet imagined, as well as customer requested improvements. Should a single Customer wish to
influence the order and pace of improvements, they may pay to accelerate a feature development
themselves. If multiple customers wish a feature to be moved up in priority, then Consultant may
accelerate the development of that feature at its own cost on its own time table. Any product
enhancements asked for by a single customer will be subject to a fee based on level of effort.
Service Level Agreement for Products and Hosting
As described below, services level agreements are for the current release level of the Product and the
previous release level thereof:
.
Problem reporting, tracking and monitoring by electronic mail via the Internet;
Reasonable telephone support to up to three designated contacts for problem determination,
verification and resolution on a call-back basis during Company normal business hours of 9
a.m. to 5 p.m. Mountain Standard Time; and
Diligent efforts to promptly resolve defects and errors in the Product in accordance with the
following schedule:
[GM18-9216-060/220512/1] 15
ERROR PRIORITY (1) RESPONSE (2)RESOLUTION (3) EXAMPLE
P1 1 Hour 1 Hour Public site unavailable
P2 1 Hour 1 Day Site avail, Feature level issues
P3 Same day 5 days Page speed issues
P4 Same day 15 days Minor misconfiguration
P5 Weekly As scheduled Enhancements
(1) Priority:
-P1- Catastrophic product or module failures that do not have a viable detour or work
around available.
-P2- Problems that have been substantiated as a serious inconvenience to users. This
includes any priority A failure for which a viable detour or work around is available.
-P3+- All other problems which the user can easily avoid or detour for which there is no
urgency for a resolution.
Maximum File or Database Sizes
Certain file sizes are recommended for use with our products, as larger file sizes may impact site
performance:
• KML file overlays are recommended to be smaller than 2 MB after being generalized.
• Video or large graphic files are recommended to be no more than 10MB.
• Property or graphic databases over 100MB may be subject to additional hosting or bandwidth
fees.
Browser Support Restrictions
Customer recognizes that web -based works delivered by consultant shall be compatible with a limited
number of intemet browser applications as outlined below.
Websites and web -based applications delivered by Community Systems are maintained for compatibility
with the following browsers:
• Most recent 3 versions of Microsoft's browser (including versions of Edge)
• Most recent 3 versions of Chrome on Windows and MacOS
• Most recent 3 versions of FireFox on Windows and MacOS
• Most recent version of Safari on MacOS
• Most recent version of Safari Mobile on iOS
• Most recent version of Android Browser/Chrome Mobile for Android
Community Systems cannot guarantee compatibility with any browser or access method not defined in
the preceding list.
[GM 18-9216-060/220512/1] 16