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SERVICE AGREEMENT
SERVICES AGREEMENT THIS SERVICES AGREEMENT ("Agreement") is made and entered into as of th , 5 day of a../9,1 / , 2019 ("Effective Date") by and between City of' Clearwater, a Municipality organized and existing under the laws of the State of Florida ("Client"), whose address is P.O. Box 4748, Clearwater, Florida 33758-4748, and Magnolia River Services, Inc., a corporation organized and existing under the laws of the State of Alabama ("Magnolia River" or "Contractor"), whose address is 408 Bank Street, Decatur, AL 35601; Client and Magnolia River each may be individually referred to as a "Party" and be collectively referred to as the "Parties." For and in consideration of the promises, agreements, and representations contained herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows: 1. Client Order/ Scope of Work/Contract Documents/Order of Precedence. "Client Order" shall mean a written purchase order, proposal, work order, or task order issued by Client to Magnolia River under this Agreement and accepted or executed by Magnolia River. Each Client Order shall be governed by the specific terms of the Contract Documents. A Sample Client Order ("Purchase Order") is attached hereto and incorporated herein as Exhibit 1. The work to be performed by Contractor will be as set forth in the "Contract Documents" which are listed in order of precedence and include: (a) any Modification to this Agreement, (b) this Agreement, (c) Purchase Order(s), (d) Contractor's Bid Response/Bid Tab, (e) the Invitation to Bid, (f) Standard Terms and Conditions, (g) any other documents specifically enumerated in the Agreement as part of the Contract Documents, all of which are incorporated herein by reference. The Contract Documents are complementary, what is required by one is as binding as if required by all; however, in case of any inconsistency, conflict, or ambiguity among the Contract Documents, the documents shall govern in Order of Precedence as follows: (a) any Modification to this Agreement, (b) this Agreement, (c) Purchase Order(s), (d) Contractor's Bid Response/Bid Tab, (e) the Invitation to Bid, (f) Standard Terms and Conditions, (g) any other documents specifically enumerated in the Agreement as part of the Contract Documents, all of which are incorporated herein by reference. Among categories of documents having the same order of precedence, the term or provision that includes the latest date shall control. Information identified in one Contract Document and not identified in another shall not be considered a conflict or inconsistency. Any exception(s) to the Invitation to Bid submitted by Contractor in its Bid Response which are rejected/not incorporated into the Agreement with consent of Client shall have no binding effect. 2. Services. "Services" shall mean the services described in any Client Order. Magnolia River will perform the Services in accordance with this Agreement. Client agrees to provide working space and facilities, and any other services and materials Magnolia River or its personnel may reasonably request in order to perform the Services. 3. Source Materials. "Source Materials" shall mean the information necessary for Magnolia River to properly perform the Services and any other data provided by Client including softcopy and hardcopy materials. Client will provide Magnolia River with the "Source Materials" necessary for the Services to be performed. Magnolia River may rely on the accuracy of the Source Materials. (a) Should Magnolia River determine that relevant information is missing from the provided Source Materials and the missing information is essential for Magnolia River to be able to proceed with completion of the Services, Magnolia River will notify Client and request direction before proceeding further with the Services. Client may provide the missing information or authorize Magnolia River to perform additional work to obtain the missing information. Client shall not be liable for any additional costs associated with any missing data unless Client pre -approves such costs in writing. (b) Should Magnolia River discover that the Source Materials contain inaccuracies and the inaccuracies must be either corrected or new data obtained before Magnolia River can proceed with the completion of the Services, Magnolia River will notify Client of the inaccuracies and the effect upon its performance of the Services before proceeding further with the Services and Client must do one of the following: (i) replace the defective Source Materials; or (ii) increase the amount to be paid to Magnolia River under the applicable Client Order(s) to cover the cost of correcting the inaccuracies; or (iii) waive or change the affected requirements and direct Magnolia River in writing to proceed based on the existing Source Materials. Client shall not be liable for any additional costs associated with any inaccurate Source Materials unless Client pre -approves such costs in writing. (c) Any delay in obtaining direction or authorization from Client will be deemed an excusable delay. [GM19-2064-088/231085/1] Services Agreement Page 1 4. Change Order. At any time, Client may request a change in writing to the Services being provided by Magnolia River ("Change Order"). If Magnolia River determines that the Change Order, or any other instruction or decision made by Client, would affect the cost of the Services, Magnolia River will, within ten (10) days after receipt of the request, give written notice to Client of the proposed cost adjustment. Client will respond to Magnolia River within ten (10) days after receipt of the proposed cost adjustment on how to proceed with the Change Order. Any Change Order and any related cost adjustment must be approved by both Parties in writing to be binding, and shall be incorporated by reference into this Agreement. 5. Term. This Agreement shall commence on the Effective Date, and unless modified by mutual written agreement of the Parties or terminated earlier pursuant to the terms hereof, shall continue for a period of one (1) year. Thereafter, this Agreement shall renew each year automatically for an additional one (1) year term unless either Party has given written notice of non -renewal to the other Party at least thirty (30) Days prior to the automatic renewal date. Upon termination of this Agreement, Magnolia River shall promptly return to Client all copies of any Client data, records, or materials of whatever nature or kind, including all materials incorporating any of Client's confidential or proprietary information and any and all materials produced hereunder up to the date of termination. 6. Fees. Magnolia River will invoice Client as stated in the Client Order. If the payment schedule is not stated in the Client Order, Magnolia River will invoice Client through monthly progress billings during the performance of the Services, unless the Services are to be completed in less than one (1) month. If the Services are to be completed in less than one (1) month, Magnolia River will invoice Client upon completion of the Services. Mileage, per diem, and lodging, if any, will be invoiced separately. Client shall pay each invoice in accordance with the Florida Prompt Payment Act, sections 218.70-218.80, Florida Statutes. 7. Independent Contractor Status. Each Party is and shall be an Independent Contractor who has sole control of the manner and means of performing its obligations under this Agreement. Nothing herein shall be construed as creating any relationship between the Parties other than that of Independent Contractors. Neither Party is an employee, an agent, a partner, or joint venture of the other Party. Neither Party shall have, nor shall claim, suggest, or imply that it has any right, power, or authority to enter into any agreement or obligation on behalf of, or binding upon, the other Party or any of its representatives, nor shall either Party, or any of its owners, officers, employees, contractors, or agents, represent itself as having any employment position with the other Party. Neither Party shall provide any benefits, including, but not limited to, health insurance coverage, paid vacation, pension plan, workers' compensation coverage, or unemployment benefits to the other Party. 8. Indemnification. In relation to this Agreement, each Party shall defend, indemnify and hold the other Party harmless from and against any and all liabilities, losses, damages, fines, judgments, claims, suits, actions, and expenses (including, but not limited to, attorney's fees and costs) arising out of or relating to such Party's own willful misconduct, gross negligence, or negligence that results in, or relates to: (a) personal injury or death to persons, including employees, contractors, and agents; or (b) damage to personal or real property. Each Party agrees to give the other Party prompt notice of any such claim, demand, or action and shall, to the extent the other Party is not adversely affected, cooperate fully with such Party in defense and settlement of said claim, demand, or action. . Notwithstanding the provisions of this paragraph, Client's obligations and liability under this section is expressly limited by sovereign immunity, Florida Statute 768.28 and all applicable law. Nothing herein shall be construed as a waiver of sovereign immunity to which Client is entitled or as consent to be sued by third parties. 9. Insurance Requirements. The Vendor shall, at its own cost and expense, acquire and maintain (and cause any subcontractors, representatives or agents to acquire and maintain) during the term with the City, sufficient insurance to adequately protect the respective interest of the parties. Coverage shall be obtained with a carrier having an AM Best Rating of A -VII or better. In addition, the City has the right to review the Contractor's deductible or self- insured retention and to require that it be reduced or eliminated. Specifically, the Vendor must carry the following minimum types and amounts of insurance on an occurrence basis or in the case of coverage that cannot be obtained on an occurrence basis, then coverage can be obtained on a claims -made basis with a minimum three (3) year tail following the termination or expiration of this Agreement: (a) Commercial General Liability Insurance coverage, including but not limited to, premises operations, products/completed operations, products liability, contractual liability, advertising injury, personal injury, [GM19-2064-088/231085/11 Services Agreement Page 2 death, and property damage in the minimum amount of $1,000,000 (one million dollars) per occurrence and $2,000,000 (two million dollars) general aggregate. (b) Commercial Automobile Liability Insurance coverage for any owned, non -owned, hired or borrowed automobile is required in the minimum amount of $1,000,000 (one million dollars) combined single limit. (c) Professional Liability/Malpractice/Errors or Omissions Insurance coverage appropriate for the type of business engaged in by the Respondent with minimum limits of $2,000,000 (two million dollars) 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 the prior policy was extended indefinitely to cover prior acts. Coverage shall be extended beyond the policy year either by a supplemental extended reporting period (SERP) 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. (d) Cyber liability coverage in an adequate amount to meet or exceed the requirements, including notification and monitoring, under Florida Statute 501.171. (e) Unless waived by the State of Florida and proof of waiver is provided to the City, statutory Workers' Compensation Insurance coverage in accordance with the laws of the State of Florida, and Employer's Liability Insurance in the minimum amount of $500,000 (five hundred thousand dollars) each employee each accident, $500,000 (five hundred thousand dollars) each employee by disease, and $500,000 (five hundred thousand dollars) disease policy limit. Coverage should include Voluntary Compensation, Jones Act, and U.S. Longshoremen's and Harbor Worker's Act coverage where applicable. Coverage must be applicable to employees, contractors, subcontractors, and volunteers, if any. The above insurance limits may be achieved by a combination of primary and umbrella/excess liability policies. 10. Risk of Loss. The risk of loss to goods and Services supplied hereunder shall pass to Client upon delivery to Client at the delivery point. 11. DISCLAIMER OF WARRANTY. EXCEPT AS EXPRESSLY PROVIDED IN THIS AGREEMENT, MAGNOLIA RIVER DOES NOT MAKE ANY WARRANTY, EXPRESS OR IMPLIED, WITH RESPECT TO THE SERVICES RENDERED OR THE RESULTS OBTAINED, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. 12. LIMITATION OF LIABILITY. MAGNOLIA RIVER SHALL NOT BE LIABLE TO CLIENT FOR ANY FAILURE OR DELAY CAUSED BY EVENTS BEYOND MAGNOLIA RIVER'S CONTROL, INCLUDING, WITHOUT LIMITATION, CLIENT'S FAILURE TO FURNISH NECESSARY INFORMATION; SABOTAGE; FAILURE OR DELAYS IN TRANSPORTATION OR COMMUNICATION; FAILURES OR SUBSTITUTIONS OF EQUIPMENT; LABOR DISPUTES; ACCIDENTS; SHORTAGES OF LABOR, FUEL, RAW MATERIALS OR EQUIPMENT; OR TECHNICAL FAILURES. THIS LIMITATION UPON DAMAGES AND CLAIMS IS INTENDED TO APPLY WITHOUT REGARD TO WHETHER OTHER PROVISIONS OF THIS AGREEMENT HAVE BEEN BREACHED OR HAVE PROVEN INEFFECTIVE. 13. Entire Agreement; Governing Law. This Agreement is the sole and complete agreement between the Parties relating to the subject matter hereof and supersedes all prior understandings, writings, proposals, or communications, oral or written, of either Party. Notwithstanding the foregoing, the Parties may enter into other agreements relating to other subject matters and each agreement shall stand on its own. The Parties acknowledge and agree that this Agreement does not apply to and does not grant Client any rights related to Magnolia River's packaged software, FIowGIS, or any elements thereof, or any tailored version thereof, or any other packaged software offered by Magnolia River, the use of which shall be governed by the applicable End User License Agreement ("EULA") and/or Software - as -a -Service Agreement ("SaaSA") whether such EULA and/or SaaSA is in writing or in electronic form. This Agreement may only be amended in writing, and any Amendment to this Agreement must be signed by the authorized representatives of both Parties. This Agreement, and any Amendment to this Agreement, may be executed and [GM19-2064-088/231085/1] Services Agreement Page 3 delivered in counterparts all of which taken together constitute one single agreement between the Parties. The section and article headings used herein are for reference only, and shall not limit or control any term or provision of this Agreement or the interpretation or construction hereof. The terms of this Agreement shall be governed by and construed in accordance with the laws of the State of Florida without giving effect to any choice or conflict of law provision or rule (whether of the State of Florida or any other jurisdiction) that would cause the application of the laws of any jurisdiction other than the State of Florida. If any of the provisions of this Agreement shall be held to be invalid or unenforceable for any reason, the remaining provisions shall continue to be valid and enforceable. If a court finds that any provision of this Agreement is invalid or unenforceable, but that by limiting such provision it would become valid and enforceable, then such provision shall be deemed to be written, construed, and enforced as so limited. 14. Dispute Resolution. The Parties agree that in the event of a material dispute concerning the Services performed herein or any breach of the terms of this Agreement, the Parties shall endeavor to resolve the dispute between themselves. In the event the dispute cannot be resolved, the Parties shall submit any such dispute to mediation. The laws of the State of Florida shall govern any such dispute and the associated arbitration. 15. Non -Solicitation. During the term of this Agreement and for a period of one (1) year after the expiration or termination of this Agreement for any reason whatsoever, Client covenants and agrees that, unless it receives written permission from the Magnolia River, it will not directly or indirectly, either individually, in partnership, jointly or in conjunction with any person, firm, partnership, corporation, or unincorporated association of any kind, whether as principal, agent, employee, contractor, shareholder, or in any other capacity whatsoever, (i) Solicit, divert or appropriate or attempt to solicit, divert or appropriate any employee of Magnolia River who was an employee of Magnolia River during the term of this Agreement with whom it had any direct or indirect contact during the term of this Agreement, or (ii) hire or attempt to hire any employee of Magnolia River who was an employee of Magnolia River during the term of this Agreement with whom it had any direct or indirect contact during the term of this Agreement. The Parties hereto acknowledge and agree that the period of time for such non -solicitation is reasonable and necessary for the protection of Magnolia River's business interests. 16. Publicity and Use of Logo. Client grants permission for Magnolia River to publish and/or use its company logo or registered mark and name for purposes of this project, to add to project deliverables, paper and softcopy files. Client grants to Magnolia River a License for the use of Client's logo for the above purposes only. Client further agrees to serve as a project reference for Magnolia River and grants permission for Magnolia River to use project particulars and contact information in marketing materials and on Magnolia River's website. 17. Notices. By giving to the other Party hereto at least ten (10) Days' notice thereof, each Party hereto shall have the right from time to time and at any time while this Agreement is in effect to change its respective address, email address or fax number and each shall have the right to specify as its new address, email address or fax number any other address, email address or fax number. Each notice to Magnolia River and Client shall be addressed, until notice of change as aforesaid has been made, as follows: (a) If intended for Magnolia River, to: Magnolia River Services, Inc. 408 Bank Street Decatur, Alabama 35601 Attention: Mr. Ronald S. Hoff, Jr. Telephone Number: (256) 773-9420 Facsimile Number: (775) 383-4345 Email Address: Ronnie.Hoff@Magnolia-River.com (b) If intended for Client, to: City of Clearwater P.O. Box 4748 Clearwater, Florida 33758-4748 Attention: Mr. Brian Langille, Assistant Director Telephone Number: (727) 562-4911 Facsimile Number: (727) 562-4902 Email Address: Brian.Langillena clearwatergas.com [GM19-2064-088/231085/1] Services Agreement Page 4 17. Notices. By giving to the other Party hereto at least ten (10) Days' notice thereof, each Party hereto shall have the right from time to time and at any time while this Agreement is in effect to change its respective address, email address or fax number and each shall have the right to specify as its new address, email address or fax number any other address, email address or fax number. Each notice to Magnolia River and Client shall be addressed, until notice of change as aforesaid has been made, as follows: (a) If intended for Magnolia River, to: Magnolia River Services, Inc. 408 Bank Street Decatur, Alabama 35601 Attention: Mr. Ronald S. Hoff, Jr. Telephone Number: (256) 773-9420 Facsimile Number: (775) 383-4345 Email Address: Ronnie.Hoff a,Magnolia-River.com (b) If intended for Client, to: City of Clearwater P.O. Box 4748 Clearwater, Florida 33758-4748 Attention: Mr. Brian Langille, Assistant Director Telephone Number: (727) 562-4911 Facsimile Number: (727) 562-4902 Email Address: Brian.Langille@clearwatergas.com IN WITNESS WHEREOF, the Parties have caused this Agreement to be executed by their duly authorized representatives as of the Effective Date. "Magnolia River" Magnolia River Services, Inc. By: Print Name: AL_,[_(;_:—/t/ #061kf C S Its: /IRE' GTuE_ 9 F Cn/r161L � /r✓7 Countersigned: -- - geOft(VtAti(Of George N. Cretekos Mayor Approved as to form: tom-' Laura Mahony Assistant City Attorney [GM 19-2064-088/231085/ 1 ] CITY OF CLEARWATER, FLORIDA By: Attest: 0 at, William B. Horne II City Manager Rosemarie Call City Clerk Services Agreement Page 4 Exhibit 1 to Services Agreement Sample Client Order Client Order Number issued under Services Agreement dated Date Issued: Work to be performed by Magnolia River: Delivery date(s): Compensation to be paid to Magnolia River: Invoicing and Payment Terms: Other Pertinent Information: "Client" "Magnolia River" By: Print Name: Its: SAMPLE — DO NOT SIGN Magnolia River Services, Inc. By: Print Name: Its: SAMPLE — DO NOT SIGN [GM19-2064-088/231085/1] Sample Client Order to Services Agreement CITY OF CLEARWATER RFP #15-19 Proposal for the Natural Gas Distribution Flow Modeling Software and Training Clearwater, FL Response Due Date: December 20, 2018 Submitted By. MAGNOLIA v EQ NOTHING RUNS DEEPER 1 I CITY OF CLEARWATER RFP #15-19 Natural Gas Distribution Flow Modeling Software and Training December 20, 2018 TAB 1 - LETTER OF TRANSMITTAL A/1/ ---- MAGNOLIA RIVER CITY OF CLEARWATER RFP #15-19 Natural Gas Distribution Flow Modeling Software and Training December 20, 2018 December 20, 2018 City of Clearwater Attn: Purchasing 100 S Myrtle Avenue, 3rd Floor Clearwater, FL 33756-5520 Subject: Natural Gas Distribution Flow Modeling Software and Training Dear City of Clearwater, Magnolia River Services, Inc. (Magnolia River) is pleased to submit this response to the City of Clearwater (the City) for the Natural Gas Distribution Flow Modeling Software and Training project. Upon review of the Request for Proposal (RFP), Magnolia River understands the following tasks will be required of this project: • Import all gas distribution mains and service lines data from Esri's GIS program • Import gas consumption information from Cayenta UMS billing system for each service location • Analyze and determine weak areas of CGS' distribution system • Analyze and evaluate distribution system impacts when adding new loads, main sizing, and other "what if" scenarios • Provide on-site training for seven (7) CGS employees • Provide a training manual and/or resources for ongoing training and reference Magnolia River's professionals deliver quality solutions and services and provide superior service while carefully considering the needs of our clients. Magnolia River places heavy emphasis on completing projects on time and within budget, and this project with the City will be no different. Magnolia River has hand -selected key personnel to be assigned to this project. The key personnel assigned to this project, as well as their corresponding project title, are listed below. Ms. Amanda Smith, Project Manager, will be the primary contact for this project. Amanda Smith, Project Manager Austin Gay, Technical Lead Jacob Howell, Design Engineer I I CITY OF CLEARWATER RFP #15-19 Natural Gas Distribution Flow Modeling Software and Training December 20, 2018 TAB 2 - DEMONSTRATED FIRM AND PERSONNEL EXPERIENCE MAGNOLIA 1 v 11 CITY OF CLEARWATER RFP #15-19 Natural Gas Distribution Flow Modeling Software and Training December 20, 2018 Firm Capacity Magnolia River is the premier provider of engineering, inspection, GIS, and software solutions for utility and pipeline infrastructure and operations. Since our inception in 2000, we have served transmission and distribution companies in more than 20 states, with clients from the government (state, Department of Transportation (DOT), and municipal), utility, energy, environmental, and defense sectors. With over 18 years of experience and over 400 employees amongst 12 offices, Magnolia River possesses the financial capacity, technical knowledge, expertise, and commitment to quality to meet the needs for the successful implementation of this project. Magnolia River engineers specialize in distribution and transmission facility designs including linear pipeline projects, meter and regulator stations, SCADA and electrical systems, horizontal directional drilling, route selection and class location analyses, site design, and system modeling. Magnolia River has an excellent record of project completions, which has resulted in a significant history of repeat customer engagements. We are confident that such repetitive business is a result of our proven method of planning, scheduling, and executing to complete projects in a timely manner with a corporate emphasis on quality deliverables. Magnolia River appreciates the opportunity to be of service to the City and to strengthen our business relationship. Quality Assurance and Quality Control Methodology Safety is the pillar of Magnolia River's company culture. As such, Magnolia River has embraced the mantra, "Safety Is A Full Time Job...Don't Make It A Part Time Practice."Our main priority is to protect both the public and property. Our focus on safety not only resonates throughout our company, but also is reflected in our robust safety program. The incorporation of federal (49 CFR Part 192), state, and client -adopted standards into our personnel training and safety programs is a primary responsibility of our team. In fact, our employees participate in industry training (both as presenters and students) promoting the responsibility of our industry to offer safe and reliable service. Additionally, we have a quality assurance/quality control (QA/QC) program that includes multiple levels of review to ensure adherence to and compliance with necessary regulations. Magnolia River has established and strictly follows a formal QA/QC program that provides independent review of the work being performed to ensure standards and compliance requirements are met. All the design services we prepare are reviewed by a team of engineers and technicians who were not involved in the design process. The QA/QC program has been highly effective in identifying cost-saving techniques, which are then passed down to the client. Every one of our engineers and technicians takes extreme pride in producing quality workmanship that is within budget and on schedule. Prior to every submission, Issue for Construction (IFC) plans are internally scrutinized. Magnolia River incorporates a QA/QC checklist that allows our staff to ensure that every everything from the technician's work to the engineer's calculations was checked, rechecked, and verified for accuracy and completeness against any errors or possible omissions. Modeling Process and Capabilities The development of the GASWorkS model for the distribution system will provide the City with a decision-making tool to manage the operation of the distribution network. The model will provide the necessary analysis capabilities to determine the capacity of the network to meet future demands on the system. MAGNOLIA ¥ f 1 CITY OF CLEARWATER RFP #15-19 Natural Gas Distribution Flow Modeling Software and Training December 20, 2018 Magnolia River is appreciative of the confidence the City has in our engineering capabilities, to partner with us in preparing this network model. Magnolia River will perform the required analysis to determine the limitations of the system based on current loads and future loads by adjusting the design factor of the model. Technical Staff Assigned to the City Amanda Smith, Project Manager Ms. Smith is knowledgeable in coordinating and implementing all elements of pipeline and regulator station design. She has experience in project management, horizontal directional drill (HDD) design, corridor recommendation studies, field inspection, client interaction, design calculations, drafting, and system modeling. Ms. Smith is Magnolia River's expert in the review and preparation of operations and maintenance manuals for gas system operations, occasionally having the difficult task of combining manuals when gas system mergers and/or acquisitions occur. Austin Gay, Technical Lead Mr. Gay is knowledgeable in developing gas network models using geographic information systems (GIS) data and GASWorkS software. Mr. Gay also has experience managing both modeling and linear/facility project design and implementation. Mr. Gay's linear/facility experience includes regulator station design, pipeline design, client interaction, and drafting. Jacob Howell, Design Engineer Mr. Howell has experience with modeling, linear pipeline design, route selection, drafting, and regulator station design. MAGNOLIA RIVER CITY OF CLEARWATER RFP #15-19 Natural Gas Distribution Flow Modeling Software and Training December 20, 2018 TAB 3 - FIRM'S APPROACH TO PROVIDING SOFTWARE AND SERVICES MAGNOLIA RIVER CITY OF CLEARWATER RFP #15-19 Natural Gas Distribution Flow Modeling Software and Training December 20, 2018 Project Approach The City wishes to engage the services of Magnolia River to develop a natural gas network model. Magnolia River will utilize shape files downloaded from the City's database, customer electronic files, SCADA electronic data for gate stations, and other data sources (for larger customers) to populate the model with the information required to build the basic model structure. Operating data from Company's SCADA system and records will be used in calibrating the model. Magnolia River will develop the network model and perform the required analysis to calibrate the network model. Once the network model is developed, calibrated, and presented to the City, Magnolia River will train the City's personnel to use the network model for evaluating improvements to, and operations of, the system. An in-person meeting will be conducted to review the completed network model with the City. This will assure that the distribution system is accurately depicted in the network model and the large customer loads served from this network are representative of actual field conditions. Calibration results will be presented and input data from the City will be used to perform a final model calibration. Once calibrated, Magnolia River will utilize the future demands provided by the City to model the capacity of the system to serve the future loads. Proposal Magnolia River will provide: • The planning, agenda, and attendance at a kick-off meeting either by a face-to-face meeting or via GoToMeeting • Kick-off meeting minutes • The importing of all -natural gas mains from the City's database for the system using shape files into the GASWorkS model • The importing of customer demands/loads from Cayenta UMS billing system provided by client. • The importing of SCADA operational data for large customers • Any necessary data clean-up to build GASWorkS model. • The model of the natural gas system to run system analysis • The calibration and presentation of the completed model for provided existing conditions and loads to the City Two (2) days (16 hours) of hands-on training by two (2) instructors at the City's location. Covered topics will include GASWorkS tools and basic applications, the importing of files, and calibrating models. There will also be a period focused exclusively on the City's model and its operation. The costs of all travel and expenses are included. Final project deliverables will include: • Kick-off meeting minutes • Letter Report summary of model set-up and alternatives analysis • Completed model (download onto the City's GASWorkS software to be performed at the time of the training) • On-site training Magnolia River will be pleased to provide services outside the aforementioned scope of work as requested and agreed upon in writing and priced at hourly rates. CITY OF CLEARWATER RFP #15-19 Natural Gas Distribution Flow Modeling Software and Training December 20, 2018 Proposal Assumptions and Exceptions Magnolia River has made the following assumptions in the development of this proposal: • All network piping for the distribution network will be imported from shape files and connectivity will be updated, as needed • All customer loads can be spatially positioned in the network model using provided customer meter shape files or geolocation tools • The City will assist in the determination of peak hourly loads for the system and provide supporting load and pressure data for calibration purposes • Commercial/industrial customer data, if available, will be provided for those types of customers • Meetings will be conducted face-to-face or via GoToMeeting for the initial kick-off meeting and major review meetings with weekly meetings using GoToMeeting or some similar communication method • Magnolia River will provide a functional network model based upon customer information provided by the City. Missing or incomplete data will be identified and populated based upon feedback provided by the City • All required data files will be submitted to Magnolia River within five (5) days of the Notice to Proceed (NTP) • The City will provide location and loads for their top customers and their predicted usage during the peak period selected for model calibration purposes • GasWorkS software will not connect to SCADA system and will only provide limited composition and temperature capabilities. The City's natural gas system modeling project will be done on a firm fixed price (FFP) basis. Variations to the above assumptions will affect cost and delivery schedule. Such variations shall be agreed upon by the City prior to completion of work. Project Schedule Magnolia River will initiate project activities upon receipt of the Notice to Proceed (NTP) from the City. It is imperative that open lines of communication are maintained throughout the project lifecycle to meet the provided schedule. Magnolia River will adjust the schedule accordingly if necessary information from the City and/or the City's contractor(s) is not received in a timely manner. Below are the key project milestones and completion times (in weeks) from receipt of the NTP: Scope Task Completion Date from NTP Receive Existing System Data from the City 1 week Conduct Project Kick-off with the City 1 week Complete Review of Existing Information 3 weeks The City to Verify Corrections in Change Log 3 weeks Develop and Calibrate Model 6 weeks Request for Additional Information, If Required 6 weeks Review Model and Set Scenario(s) Demands 8 weeks Perform Scenario(s) 11 weeks Present Final Model Results 13 weeks Submit Letter Report and Perform Training 14 weeks MAGNOLIA R I V E R CITY OF CLEARWATER RFP #15-19 Natural Gas Distribution Flow Modeling Software and Training December 20, 2018 Project Pricing Magnolia River's pricing and rates are provided for budgetary purposes only and are subject to change based on the finalized terms and conditions of the written Agreement between Magnolia River Services, Inc. and the City of Clearwater. These rates are valid for 90 days from the submission date of December 20, 2018. All pricing shall be firm for the implementation term and maintenance support renewals except where otherwise provided by the specifications, and include all transportation, insurance and warranty costs. These prices are one-time payments. There is no yearly fee or fee update fee. Any yearly maintenance over 24 hours of billable time will be performed at hourly rates to be determined based upon the agreed upon hourly rates. The pricing contained in this document is confidential, privileged and only for the use of the intended recipient, and may not be used, published or redistributed without the prior written consent of Magnolia River Services, Inc. Project Cost Summary Service Cost Model Development and Training $27,000.00 Yearly Maintenance $3,000.00 per year Number of Licenses GASWorkS License Cost Total Cost: 30,000 Nodes Total Cost: Unlimited Nodes 1 $11,995.00 $15,995.00 2 $20,991.25 $27,991.25 3 $29,987.50 $39,987.50 4 $38,983.75 $51,983.75 5 $47,980.00 $63,980.00 6 $53,977.50 $71,977.50 7 $59,975.00 $79,975.00 MAGNOLIA RIVER CITY OF CLEARWATER RFP #15-19 Natural Gas Distribution Flow Modeling Software and Training December 20, 2018 TAB 4 - SOFTWARE, TRAINING, RESOURCES, COSTS - EXHIBIT A I MAGNOLIA ■ 1 V E II CITY OF CLEARWATER RFP #15-19 Natural Gas Distribution Flow Modeling Software and Training December 20, 2018 R=Required RFP #15-19, Natural Gas Modeling Software I. Important 0 =Optional REVISED in Addendum #1 dated 12.07.18 N= Nice -to have E = Explore Requirements — Natural Gas Distribution Flow Modeling Software and Training Software Vendor Res • onse 1. Company Name Magnolia River 2. Company Contact: a. Name and Title Amanda Smith, Project.• - b. Address, Phone, Email 408 Bank - • • 3. Company Information: a. Year Founded, Public vs. Private 2000; private b. Revenue and Net Income $60M revenue c. Employee Count - Total • 406 d. Nearest Office to Clearwater, FL •- Orange City, FL e. Location of Headquarters e. Decatur, 4. Customers on Proposed Application: a. Target Industries and Number of Installs Natural gas industry b. Target Municipality Size — Population Any/all size c. Total Customers All Industries 111 active customers d. Total Government Customers Less than 10 e. Total Municipality Customers 80 f. Total Municipality Customers in U.S. 80 g. Total Municipality Customers in Florida 5 5. Software Version: a. Current Version and Release Date GasWorkS 10 Revision 018 (As of 11/26/18) b. Proposed Version and Release Date Same as above c. Number of Prior Versions Supported GasWorkS 9 and 10 d. Release Strategy (frequency, cost, timing, etc.) One-time license purchase 6. Implementation Support Proposed: Direct or Partner Direct 7. Proposed Project Team and Resumes/Experience Project team and bios/experience found in Tabs 1 and 2 of technical response 8. Example Project Timeline Example project timeline found in Tab 3 of technical response MAGNOLIA RIVEN CITY OF CLEARWATER RFP #15-19 Natural Gas Distribution Flow Modeling Software and Training December 20, 2018 Cost Summary Response 9. Software License: Cost summary found in technical response e--% -e - ! ! ! . . -2.. . _ security card users. Specify licensing model; named or concurrent. Software License: Licenses for 7 users, define if the licensing model is named or concurrent. The Gas System GIS data consists of 11094 Gas Mains, 31281+ Gas Distribution Service Lines, and 2292 Gas Valves. 10. Implementation: Estimate including process review, design, configuration, training, testing, integration, reports, etc. $27,000 11. Maintenance: Indicate maintenance percent and costs for all required modules for year 1, 5 years and 10 years. $3,000 per year 12. Other: Indicate any other 3rd Party software and associated costs required for functionality and requirements in scope. None 13. Hardwar_•_ •_ - e e None __ ___ ___ -_ - .•: controllers to be used on an individual basis. Hardware: Indicate cost if additional hardware is required to use this software? 14. Total Year One Cost - License, Implementation, Maintenance, etc. $27,000 plus software cost 15. Total Five Year Cost - License, Implementation, Maintenance, etc. $27,000 plus software cost plus $15,000 16. Total Ten Year Cost - License, Implementation, Maintenance, etc. $27,000 plus software cost plus $30,000 Ranking System Overview Response —Description R 17. Ability to import the City's ESRI based GIS data. Yes; Magnolia River is an Esri Gold Level Business Partner R 18. Analysis of closed conduit networks of pipes, regulators, valves, & compressors. Yes R 19. Steady-state hydraulic analysis with extensive composition and temperature tracing functionality. Limited by software capabilities R 20. Compare analysis results to actual system behavior. Yes R 21. Ability to import City's customer information system data (Cayenta). 22. Analyze and determine weak areas of distribution system. Yes Yes R MAGNOLIA E 1 Y £ • CITY OF CLEARWATER RFP #15-19 Natural Gas Distribution Flow Modeling Software and Training December 20, 2018 R 23. Analyze and evaluate distribution system impacts when adding new loads, main sizing, and other "what if scenarios. Yes 24. Add SCADA connectivity to network analysis processes. No Training R 25. Provide on-site training for seven (7) CGS employees. Yes; training plan found in technical response R 26. Provide a training manual and/or resources for ongoing training and reference. Yes MAGNOLIA RIVER CITY OF CLEARWATER RFP #15-19 Natural Gas Distribution Flow Modeling Software and Training December 20. 2018 TAB 5 - REFERENCES MAGNOLIA RIVER CITY OF CLEARWATER RFP #15-19 Natural Gas Distribution Flow Modeling Software and Training December 20, 2018 CLIENT Project Owner Huntsville Utilities Project Location Huntsville, AL Point of Contact Glen Partlow Phone Number 256.535.1423 Email glen.partlow©hsvutil.org PROJECT DESCRIPTION Magnolia River modeled Huntsville Utilities' natural gas system to help identify any existing pressure concerns and to develop a tool for future system planning. Magnolia River provided full professional modeling services including GIS data cleanup, customer demand data importation, the creation of a GASWorkS model with customer data, model calibration, and system optimization to mitigate low pressures. Magnolia River also provided GASWorkS modeling training to teach the Huntsville staff the skills required to operate the model. MAGNOLIA RIVER CITY OF CLEARWATER RFP #15-19 Natural Gas Distribution Flow Modeling Software and Training December 20, 2018 I CLIENT Project Owner Okaloosa Gas District Project Location Okaloosa County, FL Point of Contact Brent Haywood Phone Number 850.420.5138 Email brenthaywood@okaloosagas.com 1 PROJECT DESCRIPTION Magnolia River modeled Okaloosa Gas District's transmission and Niceville distribution networks in order to help create a tool for system planning and system expansion. Magnolia River provided full professional modeling services including GIS data cleanup, customer load data importation, the creation of a GASWorkS model with customer data, model calibration, and system optimization to mitigate low pressures. MAGNOLIA RIVER CITY OF CLEARWATER RFP #15-19 Natural Gas Distribution Flow Modeling Software and Training December 20, 2018 CLIENT PROJECT DESCRIPTION Project Owner Magnolia River modeled the City of Sunrise's City of Sunrise distribution system to provide a secondary gas supply and increased pressures throughout their Project Location system with a new city gate station. Magnolia Sunrise, FL River provided full professional modeling services including GIS data cleanup, customer Point of Contact load data importation, the creation of a Jeff Elliott GASWorkS model with customer data, model calibration, and system optimization to mitigate Phone Number low pressures. Magnolia River also provided 954.572.2342 GASWorkS modeling training to teach the City of Sunrise staff the skills required to operate the Email model. jelliott@sunrisefl.gov MAGNOLIA R IV ER CITY OF CLEARWATER RFP #15-19 Natural Gas Distribution Flow Modeling Software and Training December 20, 2018 TAB 6 - OTHER FORMS MAGNOLIA RIVER EXCEPTIONS / ADDITIONAL MATERIAL / ADDENDA Proposers shall indicate any and all exceptions taken to the provisions or specifications in this solicitation document. Exceptions that surface elsewhere and that do not also appear under this section shall be considered invalid and void and of no contractual significance. Exceptions (mark one): **Special Note — Any material exceptions taken to the City's Terms and Conditions may render a Proposal non-responsive. No exceptions X Exceptions taken (describe --attach additional pages if needed) Exceptions taken appear on the following page. Additional Materials submitted (mark one): X No additional materials have been included with this proposal Additional Materials attached (describe—attach additional pages if needed) Acknowledgement of addenda issued for this solicitation: Prior to submitting a response to this solicitation, it is the vendor's responsibility to confirm if any addenda have been issued. Addenda Number Initial to acknowledge receipt RFP 15-19 Exhibit A Revised COrrionidib &Nu -1 K' Vendor Name Magnolia River Services, Inc. Date: 18 December 2018 Natural Gas Modeling Software 21 RFP #15-19 EXCEPTION LIST OF MAGNOLIA RIVER SERVICES, INC. Document, Page, Section Exception Terms and Conditions Page 14 Section 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. Terms and Conditions Page 16 Add Section S.47 1 1\I11 %HO\ Of 1 I Mill 111. i (►\IK\( I(►lt'( 1 \ll 1 \I1\I i 1\I4l1 II 11) 1111 ( 111 IOIZ \`.1 \\I) \I I 1)\\1 \((l ti(II \\1 hi\I)OK \ \ 11 RI \itlssI\(, 1 K( ►\I 1 111,, \( SKI I \II \ 1 ' 11 \I 1 I31 1 Mil 1 l) I\ 1111 \(,((KI(1\11 1(I 1111 it 11 \I \\14)1 \ 1 (11 I\'I 1. \\( 1 KI ()I Ill 1) /141 \I \I\ 1 \l\1 1) 1s1 ►\IIz1( 1((R1 \1)1 I? IIID 'KI I \II \ I 1 I IIN I I\iI i\ I I(►\ \I I \I'I'I 1 KI (1 \Kill 1 1 ((1 1111 II ()I'1 1)1 I I \ltll I I 1 I\( 1 I I)1\( (,I I(,1 \( 1 .1\I)1 \1\II1.(►I: (11111 R ( (►\1I:1 I\ \O1 \I \1,Il \l1 (A )\ I I' \( lid; 1(1 l 1 \ISI 1 I ()1' \\\ I ()sN ( 41 IT' )1 11 \\1 I\( 11)1 \ I \I ''1 (1 \I 1 \1 \li'i \I-'1 ()1' \'.l(►' Ail\I I►\V'\(it" 4IR11)R l ( I \I\IN ( (I'. 1)1 \l 1\I)' 1►1 0111 \(t11\�1 1111 ( 111 111 1 11111' 1) I' \R 11 I\ I\ 11 ( 11 RI1 I I \. lil I \ \I)\ I•I 1) OI 1 111 ,,tilltll I I 1 ()I '.1 (11 t 1 \I\1, ()K \1\\I), IIll"Il\III \IIO\1 14 )\ \(,,.( - •.\!►(( \l‘!. I, 1\ II \I)1 I) 1 EXCEPTION LIST OF MAGNOLIA RIVER SERVICES, INC. k 1, \�,1Z1 I \11 t If \\ 1131 1 \ \( Ilf i)( )1' 11 \\ 1 ITU\ 1 \ VENDOR INFORMATION Company Legal/Corporate Name: Magnolia River Services, Inc. Doing Business As (if different than above): Address: 408 Bank Street City: Decatur State: AL Zip: 35601 - Phone: 256.773.9420 Fax: 775.383.4345 E -Mail Address: allen.hughes@magnolia-river.com Website: www.magnolia-river.com DUNS # 007147536 Remit to Address (if different than above): Order from Address (if different from above): Address: Address: City: State: Zip: City: State: Zip: Contact for Questions about this proposal: Name: Amanda Smith Fax: 775.383.4345 Phone: 256.773.9420 (Office); 205.434.5656 (Cell) E -Mail Address: amanda.smith@magnolia-river.com Day -to -Day Project Contact (if awarded): Name: Amanda Smith Fax: 775.383.4345 Phone: 256.773.9420 (Office); 205.434.5656 (Cell) E -Mail Address: arnanda.smith@magnolia-river.com Certified Small Business Certifying Agency: Certified Minority, Woman or Disadvantaged Business Enterprise Certifying Agency: Natural Gas Modeling Software 22 RFP #15-19 VENDOR CERTIFICATION OF OFFER By signing and submitting this Proposal, the Vendor certifies that: a) It is under no legal prohibition to contract with the City of Clearwater. b) It has read, understands, and is in compliance with the specifications, terms and conditions stated herein, as well as its attachments, and any referenced documents. c) It has no known, undisclosed conflicts of interest. d) The prices offered were independently developed without consultation or collusion with any of the other respondents or potential respondents or any other anti-competitive practices. e) No offer of gifts, payments or other consideration were made to any City employee, officer, elected official, or consultant who has or may have had a role in the procurement process for the services and or goods/materials covered by this contract. f) It understands the City of Clearwater may copy all parts of this response, including without limitation any documents and/or materials copyrighted by the respondent, for internal use in evaluating respondent's offer, or in response to a public records request under Florida's public records law (F.S. 119) or other applicable law, subpoena, or other judicial process. g) Respondent hereby warrants to the City that the respondent and each of its subcontractors ("Subcontractors") will comply with, and are contractually obligated to comply with, all Federal Immigration laws and regulations that relate to their employees. h) Respondent certifies that they are not in violation of section 6(j) of the Federal Export Administration Act and not debarred by any Federal or public agency. i) It will provide the materials or services specified in compliance with all Federal, State, and Local Statutes and Rules if awarded by the City. j) It is current in all obligations due to the City. k) It will accept such terms and conditions in a resulting contract if awarded by the City. I) The signatory is an officer or duly authorized agent of the respondent with full power and authority to submit binding offers for the goods or services as specified herein. ACCEPTED AND AGREED TO: Company Name: Magnolia River Services, Inc. Signature: a/m /Yi k-. Printed Name: Amanda Smith Title: Project Manager Date: 18 December 2018 Natural Gas Modeling Software 23 RFP #15-19 F, W-9 (Rev. August 2013) Depstnent of the Treasury Internal Revenue Service Request for Taxpayer Identification Number and Certification Give Form to the requester. Do not send to the IRS. m vp 0.e 0 . au 0. Name (as shown on your income tax retum) Magnolia River Services Inc. easiness name/disregarded entity name, If different from above Check appropriate box tor federal tax classification: 0 Individual/sole proprietor 0 C Corporation ❑Q s corporation 0 Partnership 0 Trust/estate O limited liability company. Enter the tax classification (CC corporation. S corporation, P=partnershIp) ► O Other (see instructions) ► Exemptions (see instructions): Exempt payee code Of any) Exemption from FATCA reporting code Of any) Address (number, street, and apt. or suite no.) 711 Nance Ford Rd SW Suite E City, state. and ZIP code Hartselle. AL 35640 Requester's name and address (optional List account number(s) here (optional Part I Taxpayer Identification Number (TIN) Enter your TIN in the appropriate box. The TIN provided must match the name given on the "Name" line to avoid backup withholding. For individuals, this Is your social security number (SSN). However, for a resident alien, sole proprietor, or disregarded entity, see the Part l instructions on page 3. For other entities, It is your employer Identification number (FIN). If you do not have a number, see How to get a TIN on page 3. Note. If the account Is In more than one name, see the chart on page 4 for guidelines on whose number to enter. Social security number Employer Identification number 6 3 1 2 5 8 7 9 6 Part II Certification Under penalties of perjury, I certify that: 1. The number shown on this form is my correct taxpayer identification number (or I am waiting for a number to be issued to me), and 2. I am not subject to backup withholding because: (a) I am exempt from backup withholding, or (b) I have not been notified by the Internal Revenue Service (IRS) that I am subject to backup withholding as a result of a failure to report all interest or dividends, or (c) the IRS has notified me that I am no longer subject to backup withholding, and 3. I am a U.S. citizen or other U.S. person (defined below), and 4. The FATCA code(s) entered on this form (if any) indicating that I am exempt from FATCA reporting is correct. Certification instructions. You must cross out item 2 above if you have been notified by the IRS that you are currently subject to backup withholding because you have failed to report all interest and dividends on your tax return. For real estate transactions, item 2 does not apply. For mortgage interest paid, acquisition or abandonment of secured property, cancellation of debt, contributions to an individual retirement arrangement (IRA), and generally, payments other than int= t and dividends, ou are not required to sign the certification, but you must provide yourcorrect TIN. See the Instructions on page 3. Sign Here Signature of U.S. person ► General Instructions Section references are to the Internal Revenue Code unless otherwlse noted. Futuro. developments. The IRS has created a page on IRS.gov for information about Form W-9, at www.irs.gov/w9. Information about any future developments affecting Form W-9 (such as legislation enacted after we release it) wit be posted on that page. Purpose of Form A person who Is required to file an information retum with the IRS must obtain your correct taxpayer Identification number (TIN) to report. tor example, Income paid to you, payments made to you In settlement of payment card and third Arty network transactions, real estate transactions, mortgage interest you paid, acquisition or abandonment of secured property, cancellation of debt, or contributions you made to an IRA. Use Form W-9 only if you are a US. person (including a resident alien), to provide your correct TIN to the person requesting it (the requester) and, when applicable, to: 1. Certify that the TW you are giving ls correct (or you are waiting for a number to be issued), 2. Certify that you are not subject to backup withholding, or 3. Claim exemption from backup withholding 1f you are a U.S. exempt payee. 11 applicable, you are also certifying that as a U.S. person, your allocable share of any partnership income from a U.S. trade or bosineas is not subject to the Date. ( — L — C O! withholding tax on foreign partners' share of effectively connected Income, and 4. Certify that FATCA code(s) entered on this form (if any) indicating that you are exempt from the FATCA reporting, is correct. Note. If you are a U.S. person and a requester gives you a form other than Form W-9to request your 11N, you must use the requester's form if it is substantially similar to this Form W-9. Definition of a U.S. person. For federal tax purposes, you are considered a U.S. person if you are: • An Individual who is a U.S. citizen or U.S. resident a8en, • A partnership, corporation, company, or association created or organized in the United States or under the laws of the United States, • An estate (other than a foreign estate), or • A domestic trust (as defined in Regulations section 301.7701-7). Special rules for partnerships. Partnerships that conduct a trade or business in the United States are generally required to pay a withholding tax under section 1446 on any foreign partners' share of effectively connected taxable Income from such business. Further. in certain cases where a Form W-9 has not bean received. the rules under section 1446 require a partnership to presume that a partner is a foreign person. and pay the section 1446 withholding tax. Therefore, if you are a U.S. person that is a partner in a partnership conducting a trade or business in the United States, provide Fore W-9 to the partnership to establish your U.S. status and avoid section 1446 withhokrng on your share of partnership income. Cat. No. 10231X Form W-9 (Rev. 8-2013) BRIGHT ANI) BEAUTIFUL • BAY TO BEACH REQUEST FOR PROPOSALS #15-19 Natural Gas Distribution Flow Modeling Software and Training November 15, 2018 NOTICE IS HEREBY GIVEN that sealed proposals will be received by the City of Clearwater (City) until 10:00 AM, Local Time, December 20, 2018~ to provide Natural Gas Distribution Flow Modeling Software and Training. Brief Description: the Clearwater Gas System is in need of natural gas distribution flow modeling software and related services, not limited to data import, ability to validate segments and components, training, and training documentation. Proposals must be in accordance with the provisions, specifications and instructions set forth herein and will be received by Purchasing until the above noted time, when they will be publicly acknowledged and accepted. Proposal packets, any attachments and addenda are available for download at: https://www. myclearwater.com/bid Please read the entire solicitation package and submit the bid in accordance with the instructions. This document (less this invitation and the instructions) and any required response documents, attachments, and submissions will constitute the bid. General, Process or Technical Questions concerning this solicitation should be directed, IN WRITING, to the following Sr. Procurement Analyst: Lori Vogel, CPPB Sr. Procurement Analyst Lori.Vogelamvclearwater.com This Request for Proposals is issued by: Alyce Benge, CPPO, C.P.M. Purchasing Manager Alvice.Benge(Wmvclearwater.com Purchasing Office 100 S Myrtle Ave Clearwater FL 33756-5520 PO Box 4748, 33758-4748 727-562-4633 Tel v 10/2017 INSTRUCTIONS i.1 VENDOR QUESTIONS: All questions regarding the contents of this solicitation, and solicitation process (including requests for ADA accommodations), shall be directed solely to the Purchasing Manager listed on Page 1. Questions should be submitted in writing via letter, fax or email. Questions received less than seven (7) calendar days prior to the due date and time may be answered at the discretion of the City. i.2 ADDENDA/CLARIFICATIONS: Any changes to the specifications will be in the form of an addendum. Addenda are posted on the City website and mailed to those who register on the City website when downloading solicitations no less than seven (7) days prior to the Due Date. Vendors are cautioned to check the Purchasing Website for addenda and clarifications prior to submitting their proposal. The City cannot be held responsible if a vendor fails to receive any addenda issued. The City shall not be responsible for any oral changes to these specifications made by any employees or officer of the City. Failure to acknowledge receipt of an addendum may result in disqualification of a proposal. i.3 VENDOR CONFERENCE / SITE VISIT: ❑ Yes ® No Mandatory Attendance: ❑ Yes ® No i.4 DUE DATE & TIME FOR SUBMISSION AND OPENING: Date: December 20, 2018 Time: 10:00 AM (Local Time) The City will open all proposals properly and timely submitted, and will record the names and other information specified by law and rule. All proposals become the property of the City and will not be returned except in the case of a late submission. Respondent names, as read at the bid opening, will be posted on the City website. Once a notice of intent to award is posted or 30 days from day of opening elapses, whichever occurs earlier, proposals are available for inspection by contacting Purchasing. i.5 PROPOSAL FIRM TIME: 90 Days from Opening Proposal shall remain firm and unaltered after opening for the number of days shown above. The City may accept the proposal, subject to successful contract negotiations, at any time during this time. i.6 PROPOSAL SECURITY: ❑ Yes ® No If so designated above, a proposal security in the amount specified must be submitted with the proposal. The security may be submitted in any one of the following forms: an executed surety bond issued by a firm licensed and registered to transact such business with the State of Florida; cash; certified check, or cashier's check payable to the City of Clearwater (personal or company checks are not acceptable); certificate of deposit or any other form of deposit issued by a financial institution and acceptable to the City. Such proposal security shall be forfeited to the City of Clearwater should the proposer selected fail to execute a contract when requested. PERFORMANCE SECURITY: ❑ Yes ® No If required herein, the Contractor, simultaneously with the execution of the Contract, will be required to furnish a performance security. The security may be submitted in one-year increments and in any one of the following forms: an executed surety bond issued by a firm licensed and registered to transact such business with the State of Florida; cash; certified check, cashier's check or money order payable to the City of Clearwater (personal and company checks are not acceptable); certificate of deposit or any other form of deposit issued by a financial institution and acceptable to the City. If the Contractor fails or refuses to fully comply with the terms and conditions of the contract, the City shall have the right to use all or such part of said security as may be necessary to reimburse the City for loss sustained by reason of such breach. The balance of said security, if any, will be returned to Contractor upon the expiration or termination of the contract. Natural Gas Modeling Software 2 RFP #15-19 INSTRUCTIONS i.7 SUBMIT PROPOSALS TO: Use label at the end of this solicitation package City of Clearwater Attn: Purchasing 100 S Myrtle Ave, 3rd FI, Clearwater FL 33756-5520 or PO Box 4748, Clearwater FL 33758-4748 Proposals will be received at this address. Proposers may mail or hand -deliver proposals; e-mail or fax submissions will not be accepted. No responsibility will attach to the City of Clearwater, its employees or agents for premature opening of a proposal that is not properly addressed and identified. i.8 LATE PROPOSALS. The proposer assumes responsibility for having the proposal delivered on time at the place specified. All proposals received after the date and time specified shall not be considered and will be returned unopened to the proposer. The proposer assumes the risk of any delay in the mail or in handling of the mail by employees of the City of Clearwater, or any private courier, regardless whether sent by mail or by means of personal delivery. It shall not be sufficient to show that you mailed or commenced delivery before the due date and time. All times are Clearwater, Florida local times. The proposer agrees to accept the time stamp in the City Purchasing Office as the official time. i.9 LOBBYING PROHIBITION. The purpose of this prohibition is to preserve the integrity of the procurement process. Any communication regarding this solicitation for the purpose of influencing the process or the award, between any person or affiliates seeking an award from this solicitation and the City, including but not limited to the City Council, employees, and consultants hired to assist in the solicitation, is prohibited. This prohibition is imposed from the time of the first public notice of the solicitation until the City cancels the solicitation, rejects all responses, awards a contract or otherwise takes action which ends the solicitation process. This section shall not prohibit public comment at any City Council meeting, study session or Council committee meeting. This prohibition shall not apply to vendor -initiated communication with the contact(s) identified in the solicitation or City -initiated communications for the purposes of conducting the procurement including but not limited to pre-bid conferences, clarification of responses, presentations if provided in the solicitation, requests for Best and Final Proposals, contract negotiations, protest/appeal resolution, or surveying non-responsive vendors. Violations of this provision shall be reported to the Purchasing Manager. Persons violating this prohibition may be subject to a warning letter, rejection of their response depending on the nature of the violation, and/or debarment of the proposer as provided in Clearwater's Purchasing Policy and Procedures, Section 27. i.10 COMMENCEMENT OF WORK. If proposer begins any billable work prior to the City's final approval and execution of the contract, proposer does so at its own risk. i.11 RESPONSIBILITY TO READ AND UNDERSTAND. Failure to read, examine and understand the solicitation will not excuse any failure to comply with the requirements of the solicitation or any resulting contract, nor shall such failure be a basis for claiming additional compensation. If a vendor suspects an error, omission or discrepancy in this solicitation, the vendor must immediately and in any case not later than seven (7) business days in advance of the due date notify the contact on page one (1). The City is not responsible for and will not pay any costs associated with the preparation and submission of the proposal. Proposers are cautioned to verify their proposals before submission, as amendments to or withdrawal of proposals submitted after time specified for opening of proposals may not be considered. The City will not be responsible for any proposer errors or omissions. i.12 FORM AND CONTENT OF PROPOSALS. Unless otherwise instructed or allowed, proposals shall be submitted on the forms provided. An original and the designated number of copies of each Natural Gas Modeling Software 3 RFP #15-19 INSTRUCTIONS proposal are required. Proposals, including modifications, must be submitted in ink, typed, or printed form and signed by an authorized representative. Please line through and initial rather than erase changes. If the proposal is not properly signed or if any changes are not initialed, it may be considered non-responsive. In the event of a disparity between the unit price and the extended price, the unit price shall prevail unless obviously in error, as determined by the City. The City may require that an electronic copy of the proposal be submitted. The proposal must provide all information requested and must address all points. The City does not encourage exceptions. The City is not required to grant exceptions and depending on the exception, the City may reject the proposal. i.13 SPECIFICATIONS. Technical specifications define the minimum acceptable standard. When the specification calls for "Brand Name or Equal," the brand name product is acceptable. Other products will be considered upon showing the other product meets stated specifications and is equivalent to the brand product in terms of quality, performance and desired characteristics. Minor differences that do not affect the suitability of the supply or service for the City's needs may be accepted. Burden of proof that the product meets the minimum standards or is equal to the brand name product is on the proposer. The City reserves the right to reject proposals that the City deems unacceptable. i.14 MODIFICATION / WITHDRAWAL OF PROPOSAL. Written requests to modify or withdraw the proposal received by the City prior to the scheduled opening time will be accepted and will be corrected after opening. No oral requests will be allowed. Requests must be addressed and labeled in the same manner as the proposal and marked as a MODIFICATION or WITHDRAWAL of the proposal. Requests for withdrawal after the bid opening will only be granted upon proof of undue hardship and may result in the forfeiture of any proposal security. Any withdrawal after the bid opening shall be allowed solely at the City's discretion. i.15 DEBARMENT DISCLOSURE. If the vendor submitting a proposal has been debarred, suspended, or otherwise lawfully precluded from participating in any public procurement activity, including being disapproved as a subcontractor with any federal, state, or local government, or if any such preclusion from participation from any public procurement activity is currently pending, the proposer shall include a letter with its proposal identifying the name and address of the governmental unit, the effective date of this suspension or debarment, the duration of the suspension or debarment, and the relevant circumstances relating to the suspension or debarment. If suspension or debarment is currently pending, a detailed description of all relevant circumstances including the details enumerated above must be provided. A proposal from a proposer who is currently debarred, suspended or otherwise lawfully prohibited from any public procurement activity may be rejected. i.16 RESERVATIONS. The City reserves the right to reject any or all proposals or any part thereof; to rebid the solicitation; to reject non-responsive or non -responsible proposals; to reject unbalanced proposals; to reject proposals where the terms, prices, and/or awards are conditioned upon another event; to reject individual proposals for failure to meet any requirement; to award by item, part or portion of an item, group of items, or total; to make multiple awards; to waive minor irregularities, defects, omissions, technicalities or form errors in any proposal. The City may seek clarification of the proposal from proposer at any time, and failure to respond is cause for rejection. Submission of a proposal confers on proposer no right to an award or to a subsequent contract. The City is responsible to make an award that is in the best interest of the City. All decisions on compliance, evaluation, terms and conditions shall be made solely at the City's discretion and made to favor the City. No binding contract will exist between the proposer and the City until the City executes a written contract or purchase order. i.17 OFFICIAL SOLICITATION DOCUMENT. Changes to the solicitation document made by a proposer may not be acknowledged or accepted by the City. Award or execution of a contract does not constitute acceptance of a changed term, condition or specification unless specifically acknowledged and agreed to by the City. The copy maintained and published by the City shall be the official solicitation document. Natural Gas Modeling Software 4 RFP #15-19 INSTRUCTIONS i.18 COPYING OF PROPOSALS. Proposer hereby grants the City permission to copy all parts of its proposal, including without limitation any documents and/or materials copyrighted by the proposer. The City's right to copy shall be for internal use in evaluating the proposal. i.19 CONTRACTOR ETHICS. It is the intention of the City to promote courtesy, fairness, impartiality, integrity, service, professionalism, economy, and government by law in the Procurement process. The responsibility for implementing this policy rests with each individual who participates in the Procurement process, including Respondents and Contractors. To achieve this purpose, it is essential that Respondents and Contractors doing business with the City also observe the ethical standards prescribed herein. It shall be a breach of ethical standards to: a. Exert any effort to influence any City employee or agent to breach the standards of ethical conduct. b. Intentionally invoice any amount greater than provided in Contract or to invoice for Materials or Services not provided. c. Intentionally offer or provide sub -standard Materials or Services or to intentionally not comply with any term, condition, specification or other requirement of a City Contract. i.20 GIFTS. The City will accept no gifts, gratuities or advertising products from proposers or prospective proposers and affiliates. The City may request product samples from vendors for product evaluation. i.21 PROTESTS AND APPEALS. If a Respondent believes there is a mistake, impropriety, or defect in the solicitation, believes the City improperly rejected its proposal, and/or believes the selected proposal is not in the City's best interests, the Respondent may submit a written protest. All protests and appeals are governed by the City of Clearwater Purchasing Policy and Procedures Section 18 ("Purchasing Policy"). If there exists any discrepancy in this Section i.21 and the Purchasing Policy, the language of the Purchasing Policy controls. Protests based upon alleged mistake, impropriety, or defect in a solicitation that is apparent before the bid opening must be filed with the Purchasing Manager no later than five (5) business days before Bid Opening. Protests that only become apparent after the Bid Opening must be filed within the earlier of ten (10) business days of the alleged violation of the applicable purchasing ordinance. The complete protest procedure can be obtained by contacting Purchasing. ADDRESS PROTESTS TO: Alyce Benge, CPPO, C.P.M. Purchasing Manager 100 So Myrtle Ave, 3rd FI Clearwater FL 33756-5520 or PO Box 4748 Clearwater FL 33758-4748 Natural Gas Modeling Software 5 RFP #15-19 INSTRUCTIONS — EVALUATION i.22 EVALUATION PROCESS. Proposals will be reviewed by a screening committee comprised of City employees. The City staff may or may not initiate discussions with proposers for clarification purposes. Clarification is not an opportunity to change the proposal. Proposers shall not initiate discussions with any City employee or official. i.23 CRITERIA FOR EVALUATION AND AWARD. The City evaluates three (3) categories of information: responsiveness, responsibility, the technical proposal/price. All proposals must meet the following responsiveness and responsibility criteria. a) Responsiveness. The City will determine whether the proposal complies with the instructions for submitting proposals including completeness of proposal which encompasses the inclusion of all required attachments and submissions. The City must reject any proposals that are submitted late. Failure to meet other requirements may result in rejection. b) Responsibility. The City will determine whether the proposer is one with whom it can or should do business. Factors that the City may evaluate to determine "responsibility" include, but are not limited to: excessively high or low priced proposals, past performance, references (including those found outside the proposal), compliance with applicable laws, proposer's record of performance and integrity- e.g. has the proposer been delinquent or unfaithful to any contract with the City, whether the proposer is qualified legally to contract with the City, financial stability and the perceived ability to perform completely as specified. A proposer must at all times have financial resources sufficient, in the opinion of the City, to ensure performance of the contract and must provide proof upon request. City staff may also use Dun & Bradstreet and/or any generally available industry information. The City reserves the right to inspect and review proposer's facilities, equipment and personnel and those of any identified subcontractors. The City will determine whether any failure to supply information, or the quality of the information, will result in rejection. c) Technical Proposal. The City will determine how well proposals meet its requirements in terms of the response to the specifications and how well the offer addresses the needs of the project. The City will rank offers using a point ranking system (unless otherwise specified) as an aid in conducting the evaluation. d) If Tess than three (3) responsive proposals are received, at the City's sole discretion, the proposals may be evaluated using simple comparative analysis instead of any announced method of evaluation, subject to meeting administrative and responsibility requirements. For this RFP, the criteria that will be evaluated and their relative weights are: Evaluation Criteria (Response Format, page 20) Points Demonstrated Firm and Personnel Experience (Tab 2) 30 Firm's Approach to Providing Services (Tab 3) 20 Software, Training, Resources, Costs — Exhibit A (Tab 4) 30 References (Tab 5) 20 i.24 SHORT -LISTING. The City at its sole discretion may create a short-list of the highest scored proposals based on a preliminary evaluation against the evaluation criteria. Only those short-listed proposers would be invited to give presentations and/or interviews. Upon conclusion of any presentations/interviews, the City will finalize the scoring against the evaluation criteria. i.25 PRESENTATIONS/INTERVIEWS. The proposer must provide a formal presentation/interview on- site at a City location upon request. i.26 BEST & FINAL OFFERS. The City may request best & final offers if deemed necessary, and will determine the scope and subject of any best & final request. However, the proposer should not expect that the City will ask for best & finals. Therefore, proposer should submit their best offer based on the terms and conditions set forth in this solicitation. Natural Gas Modeling Software 6 RFP #15-19 INSTRUCTIONS — EVALUATION i.27 COST JUSTIFICATION. In the event only one response is received, the City may require that the proposer submit a cost proposal in sufficient detail for the City to perform a cost/price analysis to determine if the proposal price is fair and reasonable. i.28 CONTRACT NEGOTIATIONS AND ACCEPTANCE. Proposer must be prepared for the City to accept the proposal as submitted. If proposer fails to sign all documents necessary to successfully execute the final contract within a reasonable time as specified, or negotiations do not result in an acceptable agreement, the City may reject proposal or revoke the award, and may begin negotiations with another proposer. Final contract terms must be approved or signed by the appropriately authorized City official(s). No binding contract will exist between the proposer and the City until the City executes a written contract or purchase order. i.29 NOTICE OF INTENT TO AWARD. Notices of the City's intent to award a Contract are posted to Purchasing's website. It is the proposer's responsibility to check the City of Clearwater's website at https://www.mvclearwater.com/bid to view relevant RFP information and notices. i.30 RFP TIMELINE. Dates are tentative and subject to change. Release RFP: November 15, 2018 Advertise Tampa Bay Times: November 17, 2018 Responses due: December 20, 2018 Review proposals: December 20, 2018 — January 4, 2019 Presentations (if requested): week of January 14, 2019 Award recommendation: January 18, 2019 Council authorization: February 2019 Contract begins: February 2019 Natural Gas Modeling Software 7 RFP #15-19 TERMS AND CONDITIONS S.1 DEFINITIONS. Uses of the following terms are interchangeable as referenced: "vendor, contractor, 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 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 Natural Gas Modeling Software 8 RFP #15-19 TERMS AND CONDITIONS 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. a. 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. 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. Natural Gas Modeling Software 9 RFP #15-19 TERMS AND CONDITIONS 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 RFP, shall be handled in compliance with Chapters 119 and 286, Florida Statutes. Proposals or replies received by the City pursuant to this RFP 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 RFP and provides notice of its intent to reissue the RFP, 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 RFP or until the City withdraws the reissued RFP. 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 recoding 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 RFP and provides notice of its intent to reissue the RFP, 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 RFP or until the City withdraws the reissued RFP. 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.CallOmvclearwater.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. 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. Natural Gas Modeling Software 10 RFP #15-19 TERMS AND CONDITIONS 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 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 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 Natural Gas Modeling Software 11 RFP #15-19 TERMS AND CONDITIONS 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 Section 27 of the City's Purchasing 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 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. Natural Gas Modeling Software 12 RFP #15-19 TERMS AND CONDITIONS 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 CONFLICT OF INTEREST F.S. 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. 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 Natural Gas Modeling Software 13 RFP #15-19 TERMS AND CONDITIONS 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. 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 Natural Gas Modeling Software 14 RFP #15-19 TERMS AND CONDITIONS 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, less 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 contract will be administered by the Purchasing Department and/or an authorized representative from the using department. All questions regarding the contract will be referred to the Purchasing Department for resolution. Supplements may be written to the contract for the addition or deletion of services. 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 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 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 Natural Gas Modeling Software 15 RFP #15-19 TERMS AND CONDITIONS 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. Natural Gas Modeling Software 16 RFP #15-19 DETAILED SPECIFICATIONS 1. INTRODUCTION. The City of Clearwater (City) is located on the West Coast of Florida in the Tampa Bay region. It is the third largest city in the region with an estimated population of 110,000 residents. The City of Clearwater is also a major tourist destination — Clearwater Beach has been rated #1 U.S. Beach by TripAdvisor, "Florida's Best Beach Town 2013" by USA Today, and was on the "Top Ten List of Best Beaches from Maine to Hawaii". The City of Clearwater is home to the Philadelphia Phi!lies Spring Training and Clearwater Threshers Minor League Baseball, as well as hosting several sports tournaments through the year that attract visitors from across the country. Clearwater is home for Winter the Dolphin and the Clearwater Marine Aquarium. Winter's story made it all the way to Hollywood in the motion pictures "Dolphin Tale" and "Dolphin Tale 2", both filmed here in Clearwater. 2. PROJECT GOAL. Clearwater Gas System (City) requires a comprehensive natural gas modeling software system to evaluate distribution system impacts based on adding new loads, main sizing, distribution weaknesses, and other "what if" analysis abilities. 3. SCOPE OF WORK. The selected software and provider will meet the following objectives: D Ability to import all gas distribution mains and service lines data from ESRI's GIS program D Ability to import gas consumption information from Cayenta UMS billing system for each service location D Capability to analyze and determine weak areas of CGS' distribution system D Capability to analyze and evaluate distribution system impacts when adding new loads, main sizing, and other "what if" scenarios D Provide on-site training for seven (7) CGS employees D Provide a training manual and/or resources for ongoing training and reference 4. MINIMUM QUALIFICATIONS. Companies responding to this RFP will have at a minimum of five (5) years' experience with natural gas distribution network modeling software, implementation of software, on-site training, and ongoing reference resources. A minimum of three (3) references, preferably from other public entities for which similar services have been provided, are required. 5. INSURANCE REQUIREMENTS. The Vendor shall, at its own cost and expense, acquire and maintain (and cause any subcontractors, representatives or agents to acquire and maintain) during the term with the City, sufficient insurance to adequately protect the respective interest of the parties. Coverage shall be obtained with a carrier having an AM Best Rating of A -VII or better. In addition, the City has the right to review the Contractor's deductible or self-insured retention and to require that it be reduced or eliminated. Specifically the Vendor must carry the following minimum types and amounts of insurance on an occurrence basis or in the case of coverage that cannot be obtained on an occurrence basis, then coverage can be obtained on a claims -made basis with a minimum three (31year tail following the termination or expiration of this Agreement: a. Commercial General Liability Insurance coverage, including but not limited to, premises operations, products/completed operations, products liability, contractual liability, advertising injury, personal injury, death, and property damage in the minimum amount of $1,000,000 (one million dollars) per occurrence and $2,000,000 (two million dollars) general aggregate. b. Commercial Automobile Liability Insurance coverage for any owned, non -owned, hired or borrowed automobile is required in the minimum amount of $1,000,000 (one million dollars) combined single limit. c. Professional Liability/Malpractice/Errors or Omissions Insurance coverage appropriate for the type of business engaged in by the Respondent with minimum limits of $2,000,000 (two million dollars) 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 the prior policy was extended indefinitely to cover prior acts. Coverage shall be extended beyond Natural Gas Modeling Software 17 RFP #15-19 DETAILED SPECIFICATIONS the policy year either by a supplemental extended reporting period (SERP) 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. d. Cyber liability coverage in an adequate amount to meet or exceed the requirements, including notification and monitoring, under Florida Statute 501.171. e. Unless waived by the State of Florida and proof of waiver is provided to the City, statutory Workers' Compensation Insurance coverage in accordance with the laws of the State of Florida, and Employer's Liability Insurance in the minimum amount of $500,000 (five hundred thousand dollars) each employee each accident, $500,000 (five hundred thousand dollars) each employee by disease, and $500,000 (five hundred thousand dollars) disease policy limit. Coverage should include Voluntary Compensation, Jones Act, and U.S. Longshoremen's and Harbor Worker's Act coverage where applicable. Coverage must be applicable to employees, contractors, subcontractors, and volunteers, if any. The above insurance limits may be achieved by a combination of primary and umbrella/excess liability policies. Other Insurance Provisions. a. Prior to the execution of this Agreement, and then annually upon the anniversary date(s) of the insurance policy's renewal date(s) for as long as this Agreement remains in effect, the Vendor will furnish the City with a Certificate of Insurance(s) (using appropriate ACORD certificate, SIGNED by the Issuer, and with applicable endorsements) evidencing all of the coverage set forth above and naming the City as an "Additional Insured" on the Commercial General Liability Insurance and the Commercial Automobile Liability Insurance. In addition when requested in writing from the City, Vendor will provide the City with certified copies of all applicable policies. The address where such certificates and certified policies shall be sent or delivered is as follows: City of Clearwater Attn: Purchasing Department, RFP #15-19 P.O. Box 4748 Clearwater, FL 33758-4748 b. Vendor shall provide thirty (30) days written notice of any cancellation, non -renewal, termination, material change or reduction in coverage. c. Vendor's insurance as outlined above shall be primary and non-contributory coverage for Vendor's negligence. d. Vendor reserves the right to appoint legal counsel to provide for the Vendor's defense, for any and all claims that may arise related to Agreement, work performed under this Agreement, or to Vendor's design, equipment, or service. Vendor agrees that the City shall not be liable to reimburse Vendor for any legal fees or costs as a result of Vendor providing its defense as contemplated herein. The stipulated limits of coverage above shall not be construed as a limitation of any potential liability to the City, and Citv's failure to request evidence of this insurance shall not be construed as a waiver of Vendor's (or anv contractors', subcontractors', representatives' or agents') obligation to provide the insurance coverage specified. Natural Gas Modeling Software 18 RFP #15-19 MILESTONES 1. ANTICIPATED BEGINNING OF INITIAL TERM. February 2019. If the commencement of performance is delayed because the City does not execute the contract on the start date, the City may adjust the start date, end date and milestones to reflect the delayed execution. 2. EXTENSION. The City reserves the right to extend the term of this contract, provided however, that the City shall give written notice of its intentions to extend this contract no later than thirty (30) days prior to the expiration date of the contract. 3. RENEWAL. At the end of the initial term of this contract, the City may initiate renewal(s) as provided herein. The decision to renew a contract rests solely with the City. The City will give written notice of its intention to renew the contract no later than thirty (30) days prior to the expiration. Four (4), one (1) year maintenance and support renewals are possible at the City's option. 4. PRICES. All pricing shall be firm for the implementation term and maintenance support renewals except where otherwise provided by the specifications, and include all transportation, insurance and warranty costs. The City shall not be invoiced at prices higher than those stated in any contract resulting from this proposal. a. The Contractor certifies that the prices offered are no higher than the lowest price the Contractor charges other buyers for similar quantities under similar conditions. The Contractor further agrees that any reductions in the price of the goods or services covered by this proposal and occurring after award will apply to the undelivered balance. The Contractor shall promptly notify the City of such price reductions. b. At the end of the initial term, pricing may be adjusted for amounts other than inflation based on mutual agreement of the parties after review of appropriate documentation. Renewal prices shall be firm in accordance with the RFP proposal. c. No fuel surcharges will be accepted. Natural Gas Modeling Software 19 RFP #15-19 RESPONSE ELEMENTS 1. PROPOSAL SUBMISSION - Submit one (1) signed original proposal, six (6) copies of the proposal, and one (1) electronic format copy on a disc or thumb drive, in a sealed container/envelope. 2. PROPOSAL FORMAT (the following should be included and referenced with index tabs) Table of Contents: Identify contents by tab and page number TAB 1 - Letter of Transmittal. A brief letter of transmittal should be submitted that includes the following information: 1. The proposer's understanding of the work to be performed. 2. A positive commitment to perform the service within the time period specified. 3. The names of key persons, representatives, project managers who will be the main contacts for the City regarding this project. TAB 2 — Demonstrated Firm and Personnel Experience. Provide a statement of qualifications, abilities, experience and expertise in providing the requested software and services. 1. A description of what qualifies your company, financial and otherwise, to provide the City with these services for the required period of time, provide appropriate staffing, provide necessary resources and show a history of demonstrated competence. 2. An assessment of the proposer's abilities to meet and satisfy the needs of the City, taking into consideration the requested services, additional services and/or expertise offered that exceed the requirements, or the vendor's inability to meet some of the requirements of the specifications. 3. Identification of senior and technical staff to be assigned to the City. Staff named in the proposal may not be substituted without permission of the City. Resumes, including relevant experience may be included. TAB 3 — Firm's Approach to Providing Software and Services. Define the program offered and your method of approach to include, but not limited to, a project plan/approach, and scheduling ability with project timeline. TAB 4 — Software, Training, Resources, Costs — Exhibit A. Complete Exhibit A to provide requested details. Incomplete forms will be scored accordingly. Supporting documentation and information can be provided — please reference "additional information provided" in Exhibit A, the question number being answered and include under Tab 4. TAB 5 — References. Provide a minimum of three (3) references, preferably from other public entities within the State of Florida, for whom you have provided similar services. Include the name of entity, contact person's names, phone numbers, e-mail addresses, mailing addresses, type of service provided, dates these services were provided. TAB 6 — Other Forms. The following forms should be completed and returned in proposal: 1. Exceptions/Additional Materials/Addenda form 2. Vendor Information form 3. Offer and Acceptance form 4. W-9 Form. Include a current W-9 form (httD://www.irs.aov/pub/irs-pdf/fw9.pdf) Natural Gas Modeling Software 20 RFP #15-19