RFP #20-24 UMS DATABASE AND REPORT MIGRATION SERVICESCONTRACT BETWEEN CITY OF CLEARWATER AND
WHITLOCK CONSULTING GROUP
RFP #20-24 UMS DATABASE AND REPORT MIGRATION SERVICES
THIS CONTRACT, entered into this Gs day of June 2024, by and between the
CITY OF CLEARWATER ("City"), a Florida municipal corporation, P.O. Box 4748,
Clearwater, Florida 33758 and Whitlock Consulting Group, ("Whitlock" or "Vendor"), 32
Riverview Drive, Beaufort, SC 29907, collectively as "Parties".
WHEREAS, the City seeks a qualified vendor who specializes in Utility
Billing/Management Systems and Project Management for upgrade and data migration in
a Cayenta Utility (Harris Group Computer Corp.) environment.
WHEREAS, the City selected Vendor based on Request for Proposal ("RFP") #20-
24 and responses by Vendor to RFP #20-24, which are incorporated by reference.
WHEREAS, Vendor agrees to provide the services as outlined in RFP #20-24.
NOW THEREFORE, in consideration of the mutual promises contained herein and
other good and valuable consideration, the Parties agree that the above terms, recitals,
and representations are true and accurate and are incorporated herein by reference, and
the Parties further agree as follows:
1. SCOPE OF PROJECT AND PRICING.
Whitlock agrees to provide Cayenta UMS Database and Report Migration Services
under the terms and conditions set forth in RFP #20-24 and responses by Vendor dated
February 21, 2024. The Scope of the Project and Pricing are set forth in Exhibit A.
2. TIME OF PERFORMANCE.
The initial Contract Term shall commence on June 1, 2024 and end on June 30,
2025.
1
3. COMPENSATION.
The City will pay Vendor in an amount not to exceed $332,736.00, as more fully
described in attached Exhibit A, inclusive of all reasonable and necessary direct
expenses, if applicable. The City may, from time to time, require changes in the scope of
the project. Such changes, including any increase or decrease in the amount of Vendor's
compensation, and any other changes in the terms of this Contract which are mutually
agreed upon by and between City and Vendor shall be effective when incorporated in
written amendment to this Contract, upon mutual agreement
4. METHOD OF PAYMENT AND ANNUAL APPROPRIATIONS.
Vendor's fees will be invoiced monthly and submitted to the City for approval for
payment in accordance with the Florida Local Government Prompt Payment Act, Section
218.70, Florida Statutes.
The City's performance and obligation to pay under this Contract is contingent
upon an annual appropriation of the City's budget.
5. NOTICES AND CHANGES OF ADDRESS.
Any notice required or permitted to be given by the provisions of this Contract shall
be conclusively deemed to have been received by a party hereto on the date it is hand
delivered to such party at the address indicated below (or at such other address as such
party shall specify to the other party in writing), or if sent by registered or certified mail
(postage prepaid) on the fifth (5th) business day after the day on which such notice is
mailed and properly addressed.
Whitlock Consulting Group City of Clearwater
Michael Whitlock Dan Mayer
Founding Partner IT Director
4140 Golf Cottage Lane P.O. Box 4748
Charleston, SC 29455 Clearwater, FL 33758
248.648.0900 727.444.7654
mwhitlock(c wcg-consulting.com dan.maver(Wmvclearwater.com
6. RFP #20-24, STANDARD TERMS AND CONDITIONS.
All terms and conditions as set forth in RFP #20-24, Standard Terms and
Conditions are incorporated by reference and attached hereto as Exhibit B.
7. INSURANCE REQUIREMENTS.
Insurance Requirements are set forth in RFP #20-24, Detailed Specifications,
Section 7, which is incorporated by reference.
8. PROPRIETARY MATERIALS.
Upon termination of this Contract, Vendor shall transfer, assign and make available
to City or its representatives all property and materials in Vendors possession belonging
to or paid for by the City.
9. INTERESTS OF PARTIES.
Vendor covenants that its officers, employees and shareholders have no interest
and shall not acquire any interest, direct or indirect, which would conflict in any manner
or degree with the performance and/or provision of services required under the terms and
conditions of this Contract.
10.CONFORMANCE WITH LAWS.
Vendor agrees to comply with all applicable federal, state and local laws during the
life of this Contract. Vendor shall be responsible for obtaining and maintaining any
licenses, permits, documents, or other permissions necessary for Vendor's operation.
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11. GOVERNING LAW AND VENUE.
The laws of the State of Florida shall govern this Contract, and any action
brought by either party shall lie in Pinellas County, Florida.
IN WITNESS WHEREOF, the Parties have caused this Contract to be signed in its
corporate/legal name by its authorized representatives or persons authorized to execute
this Contract on the date and year first above written.
WHITLOCK CONSULTING GROUP
Michael Whitlock
Founding Partner
CITY OF CLEARWATER, FLORIDA
Bruce Re'
Mayor
Approved as to for +;
City Manager
Attest:
en Kohler *pl Rose
Lead Assistant City Attorney
City Clerk
EXHIBIT A
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Statement of Work
Project — City of Clearwater Cayenta UMS Database and Report Migration Services
1.0 Cayenta Environment Migration Support
1.1 Project Summary
The City of Clearwater is upgrading its Cayenta environment by migrating its database from Oracle to SQL Server,
and its reporting system from Actuate to Cognos.
The City and its vendors will be migrating from an Oracle database to a SQL database, and at the same time,
migrating its reporting functionality from Actuate to Cognos. As a group, we will review the current database
views, custom reports, portal statistics, system configuration (e.g., Cayenta Report Controls), integrations /
interfaces, and future framework model requirements to determine what and how much will be impacted to
identify project requirements.
Also, we will review the business processes / needs behind the existing reports to understand their purpose and
use. While the goal is to keep the migration a like -for -like as much as possible for testing / validation purposes,
there may be opportunities to improve reporting logic or presentation to streamline reporting and reduce
inefficiencies. WCG will facilitate a structured Discovery process to gather business requirements and exhaustive
end-to-end test scenarios to ensure Cayenta UMS continues to work as expected across all functional areas and
there are no negative downstream effects from the data and report conversion.
The technical and functional requirements will feed into a Statement of Work with Cayenta, including the detailed
scope and estimate of effort hours.
WCG will breakdown the responsibilities to fulfill the scope of services as follow:
Scope of Services
Project
Manager
Business
Analyst
Technical
Advisor
Report
Writer
b. Develop and finalize a project scope featuring database and report
migration.
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d. Develop a strategic roadmap of future enhancements not currently
within scope of migration project.
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f. Provide an optimized assessment in developing reports.
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tie
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h. Develop, manage, and execute a detailed project plan and schedule.
j. Coordinate regular and appropriate project status meetings with
project team, including documentation of meeting minutes.
1. Work with stakeholders to develop and document business
processes impacted by database and report upgrades.
L
with stkeholders
S
n. Provide change management plan; work with stakeholders in
implementation.
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S
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p. Ensure product stability following go live.
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1.2 Project Term
The expected term of this project will be twelve months (May 2024 — April 2025) unless modified via change order.
The timeline and scope of each phase is highlighted below:
Phase 1 Requirement Discovery (June - July):
Technical Discovery Sessions
Functional Discovery Sessions
• Reports
• Processes
• Identify end users of reports
• Bill Print — current vs. future state (bill presentment)
Work with Cayenta to finalize reporting requirements
• Prioritize requirements
Phase 2 Contract and SOW Development (July - August):
Cayenta contracts T&C development / review
Cayenta SOW development / review
Other vendor contract and SOW development / review (if applicable)
- Support Clearwater City Council approval process
Develop final project plan
Phase 3.1 Cayenta Requirement Confirmation (August - September):
Cayenta kickoff
Cayenta requirement confirmation sessions
• Additional prioritization
• Report turnover process
• Incident clearance process
• End- to -end process for letter generation
Phase 3.2 Infrastructure Deployment (August - September):
New application servers
Reinstall Cayenta
Stand-up new database environment
Deploy Security
System Interfaces complete or interface plan complete
Phase 3.3 Data Migration (September - October):
Migrate data
Validate data migration
• Testing business processes involved in queries or procedures written in Oracle
Unit testing summary report (Cayenta)
Environment delivered for testing
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Phase 3.4 System Integration and Report Testing (November - February):
- System Integration Testing
- Report delivery, testing, approval, and incident resolution
Phase 3.5 User Acceptance Testing (February - March):
- Conduct UAT
Phase 3.6 Go -live (April):
- Pre -go -live preparations and checklist
- Go -live
Post go -live support
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with all parties.
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1.3 Project Assumptions
WCG will have remote access to the Cayenta system, database, utilities, and supporting systems. Architectural
diagrams, system interface specs, and any other appropriate documentation will be made available to WCG.
Project dates within this statement of work are estimates and will be modified with input from all parties involved.
The City of Clearwater will create a core team of subject matter experts that will be committed to this project.
Although some of the team members will be part time, the City will plan for backfill as needed to ensure that
project staffing stays consistent throughout the project period.
The upgrade will be implemented according to the Cayenta implementation methodology described in Cayenta's
Statement of Work.
2.0 Project Deliverables
The deliverables for this project are seen to be the following:
Deliverable
Completion ETA
Status
1.0 Requirement Discovery Sessions Complete
2.0 Vendor Contracting and SOW Development Complete
3.1 Implementation — Cayenta Requirement Confirmation Complete
3.2 Implementation — Infrastructure Rollout Complete
3.3 Implementation — Data Migration Testing Complete
3.4 System Integration and Report Testing Complete
3.5 UAT Complete
3.6 Go -live
Implementation Project Activities:
7/12/24
..-........
8/16/24
9/13/24
9/27/24
11/01/24
2/28/25
............ .
4/04/25
4/25/25
Not Started
Not Started
Not Started
Not Started
Not Started
Not Started
Not Started
Not Started
During all phases of this project, WCG will be providing one half-time project manager to manage the project team
and oversee all vendors and deliverables. WCG will also be providing one half-time business analysts focused on
Cayenta and Reporting migrations, and responsible for leading the City of Clearwater through process and system
configuration decisions, along with developing test plans and test scripts, overseeing the testing process, and
managing the training / change management process.
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CITY OF CLEARWATER - DATABASE AND REPORTING MIGRATION
l.a Project Management Services
Manage Project Plan/Schedule
Provide Vendor Oversight
Coordinate & Lead CoC Project Team
Oversee Vendor Deliverables
Manage Entrance/Exit Criteria for Each Project Phase
incident Management& Reporting
Project Status Meetings & Executive Steering Committee Meetings
Project Tool Management (Communication, Documentation, Task Management, etc.)
Cutover Preparation & Cutover Plan Development
Mods Go -Live and Go -Live Coordination
May - April 0.5 Fit $13,864
12 Months per month
Lb Business Analyst May - April 0.5 FTE $13,864
Assist with Business Process Design 12 Months per month
Assist with System Configuration and Solutioning Decisions
Creation of Supplemental Test Scripts - based on 'To -Be' Processes
Develop Exhaustive Testing Plan
Testing Team Coordination
Weekly Testing Script Assignments
Testing Incident Management & Validation
Testing Status Reporting
Cutover Preparation and Support
Optional - Develop and Test Custom Reports:
WCG's time and material costs to develop and test custom reports or provide any other services beyond the scope
of this RFP is $185 per hour, not inclusive of travel expenses.
Optional - Long -Term Support and Maintenance:
WCG is pleased to offer long-term support and maintenance services specific to utilities using Cayenta software
solutions. Through these services, utilities are able to leverage our Cayenta knowledge experts to extend the useful
life of their current systems and deliver an ongoing continuous improvement mindset where efficiency gains are
delivered through enhanced core configuration and process design. Such improvement opportunities include
streamlined processes for a reduced burden on the City's staff, modernization via updated configuration and third -
party interfaces, and improved customer satisfaction. At a high level, these service options include the following:
❖ Initial Health Check / Needs Assessment
o Discuss and review any painpoints / desires for improvement with subject matter experts and
end-users.
o Identify opportunities for internal process improvement.
o Review Cayenta system configuration and integrations to identify potential improvements.
❖ Strategic Plan & Technology Roadmap
o Apply a data -driven approach that allows for a defensible Strategic Plan and Technology
Roadmap to be developed that combines functional priorities with logically sequenced technical
integrations and helps make gray area decisions more black -and -white.
❖ Deliver Improvement Opportunities
o Leverage WCG's system experts to update Cayenta configuration (e.g. service orders, collections,
credit events, deposits, account types, batch jobs, etc.), apply best practices and new offerings,
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integrate with other third -party systems (payment processing, customer portal, MWM, MDM,
IVR, etc.), build custom reports / portal statistics, and test new processes.
•• Upgrade & Release Management / Advisory Services
o Review and vet what is included with the proposed software Upgrade / Release.
o Provide City decision -makers with an explanation of what is included in the Upgrade / Release
while drawing specific impact / benefit to the City and its processes.
o Provide recommendations on if or when to apply the Upgrade / Release.
+ Full -Service Testing Services
o Perform exhaustive testing of new functionality related to an Upgrade / Release, including
regression testing of all downstream functions.
o Identify and document bugs / incidents, then work with Cayenta Support to solution the issues.
o Conduct final validation testing.
o Provide test summary reports to the City for sign -off, change management tracking, and
promotion to Production.
3.0 Project Effort and Cost
Project Role
FTE
Hourly Rate Monthly Value
Project Manager
Business Analyst 0.5 FTE $160 $13,864
0.5 FTE
$160 $13,864
Extrapolating this effort for the life of the 12 -month project, the total consulting value results in the
following (not inclusive of travel):
Project Role
Monthly Value of Months Total Value
Project Manager P $13,864
Business Analyst $13,864
12
TOTAL CONSULTING VALUE:
$332,736
4.0 Invoice and Payment terms
4.1 Payment Terms
WCG will invoice the City of Clearwater monthly as set out in section 3.0. Payment terms will be net 30.
4.2 Travel Expenses
The only additional costs for these resources will come from any required travel expenses (lodging, meals, and
travel). The travel estimates included here are in-line with previous project experiences as a means of developing a
not -to -exceed amount for the contract. WCG will remain flexible throughout the project regarding the balance of
work being completed onsite and work being completed remotely.
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Flight
Rental Car
Hotel
Per Diem
Total Weekly Cost:
Average Cost / Week
$600
$300
$800
$375
$2,075
Actual travel expenses for flights, mileage, hotel, and per diem will be billed monthly as incurred.
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EXHIBIT B
STANDARD 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
in writing by Contractor that they are prohibited from the manufacture, distribution,
dispensation, possession, or unlawful use of a controlled substance in the workplace.
Cayenta UMS Database and Report Migration Services 8 RFP #20-24
STANDARD TERMS AND CONDITIONS
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.
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,
Cayenta UMS Database and Report Migration Services 9 RFP #20-24
STANDARD TERMS AND CONDITIONS
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 recording of, and any records presented at, the exempt meeting shall be available to
the public when the City provides notice of an intended decision or until 30 days after opening
proposals or final replies, whichever occurs first. If the City rejects all proposals or replies pursuant
to this 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.CaII( mvclearwater.com,
600 Cleveland Street, Suite 600, Clearwater, FL 33755.
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.
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
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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
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.
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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.
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.
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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
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
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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
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 Procurement Division
and/or an authorized representative from the using department. All questions regarding the
contract will be referred to the Procurement Division 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
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public enemy, riots, fire, explosion, legislation, and govemmental 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 govemment 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
Procurement 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
be necessary to achieve the original intent of this Agreement, notwithstanding such invalidity or
unenforceability.
S.46 SURVIVING PROVISIONS. Notwithstanding any completion, termination, or other expiration of
this Agreement, all provisions which, by the terms of reasonable interpretation thereof, set forth
rights and obligations that extend beyond completion, termination, or other expiration of this
Agreement, will survive and remain in full force and effect. Except as specifically provided in this
Agreement, completion, termination, or other expiration of this Agreement will not release any party
from any liability or obligation arising prior to the date of termination.
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