REQUEST FOR PROPOSALS

IMPLEMENTATION SERVICES FOR

ORACLE’S WORK AND ASSESSMENT
MANAGEMENT CLOUD APPLICATION

RELEASE DATE: October 4, 2021

DUE DATE: November 18, 2021

 Table of Contents

1. INTRODUCTION ....................................................................................................................... 2
2. BACKGROUND ......................................................................................................................... 2
3. TERMS AND CONDITIONS........................................................................................................ 3
4. SCHEDULE AND PROCESS ........................................................................................................ 4
5. PROPOSAL CONDITIONS.......................................................................................................... 5
6. SCOPE OF WORK ..................................................................................................................... 6
7. EVALUATION ........................................................................................................................... 7
APPENDIX A - General Fact Sheet on PWC......................................................................................... 9
APPENDIX B - Oracle Work and Asset Management – Summary of Current State ......................... 10
APPENDIX C - Work and Asset Management (WAM V1.9.1.2.11) - Current Integrations ............... 12
APPENDIX D – Vendor Compliance Worksheet (See Separate Document) ..................................... 13
APPENDIX E – Existing Conditions Report (See Separate Document) ............................................. 14
APPENDIX F – Form of Exceptions ................................................................................................... 15
APPENDIX G - Bid Proposal Summary Notes .................................................................................... 16
APPENDIX H - Bid Summary Form.................................................................................................... 17
APPENDIX I - Bidder Information ..................................................................................................... 18
APPENDIX J - PWC Service Agreement............................................................................................. 19
APPENDIX K – Gap Analysis and Recommendations (See Separate Document) ............................. 26

REQUEST FOR PROPOSALS – WACS IMPLEMENTATION PAGE 1

1. INTRODUCTION
The Fayetteville Public Works Commission (hereafter referred to as PWC) is soliciting proposals
for qualified Vendors to implement Oracle’s Work and Asset Management Cloud Service (WACS)
product.

• Objective 1: Implement WACS to meet PWC business needs using best practice
recommendations.

• Objective 2: Leverage WACS to address recommendations from prior assessment to

resolve current gaps in processes and practices.

• Objective 3: Implement Oracle Field Service Cloud (OFSC) to support mobile workforce
functionality.

Vendors will be responsible for providing a turn-key solution, to include all labor and support
necessary for data conversion/migration, testing, integration to existing technology systems,
setup, deployment, training and warranty period. A third-party vendor will be engaged to ensure
assessment recommendations are addressed and out of the box functionality is used to the
greatest extent possible.

PWC anticipates awarding contract(s) by January 2022 with an expected start date of March 2022
for the selected Vendor.

2. BACKGROUND

PWC operates as a public authority owned by the City of Fayetteville, and is governed by four
Commissioners appointed by the Fayetteville City Council. PWC manages, operates, and
supervises three utilities – electric, water, and sanitary sewer services - serving morethan 112,000
customers daily. See Appendix A for more information about PWC’s staff, organization, and other
key facts.

PWC was implemented WAM in 2014 and is integrated with many of our major Oracle systems
(see Appendix C). In August 2021, we upgraded Mobile Workforce Management (MWM), moved
from Customer Care and Billing (CCB) to Customer to Meter (C2M), and implemented Service
Order Management (SOM).

To continue our transition to cloud-based services, PWC is in the midst of implementing Oracle’s
Human Capital Management (HCM) platform and plans to implement Oracle Fusion in the next
fiscal year (July 2022 – June 2023).

Now that WAM V1 is nearing end of support, the decision has been made to transition to WACS.
In preparation for this change, a formal assessment was conducted, and many recommendations
have been proposed for changes in processes that will allow PWC to close gaps and leverage
the new WACS functionality without creating customizations that will hinder future upgrades.
Information gathered through that assessment are included with this proposal to inform Vendors
of current state and scope: Existing Conditions Report (Appendix E), Gap Analysis Results
(Appendix K), and Requirements as specified in the Vendor Compliance Worksheet (Appendix
D).

REQUEST FOR PROPOSALS – WACS IMPLEMENTATION PAGE 2

 PWC would like to implement Oracle’s Field Service Cloud (OFSC) tool to leverage functionality
in the field and better serve customers. The appendices within this RFP do not address
requirements for replacing MWM activities within the Oracle product suite. The Vendor will be
responsible for gathering requirements and performing gap analysis (at minimum) to provide
recommendations for PWC’s approval prior to implementation.

3. TERMS AND CONDITIONS

3.1 This document provides general and specific information for use by Vendor(s) in
submitting a proposal to supply the Public Works Commission (PWC) with information
technology goods and services as listed in this RFP in accordance with N.C.G.S.
143.129.8. PWC will select a qualified Vendor with whom to develop a mutually beneficial
contractual relationship. PWC’s decision to award will be based on the proposal that offers
the best overall benefit to the PWC, taking into account pricing and other evaluation criteria
as stated in Section 7. PWC reserves the right to reject any or all proposals. Prior to award
of contract, the recommended Vendor shall enter into a Service Agreement with PWC
(See Appendix J).

3.2 ACCURACY OF RFP AND RELATED DOCUMENTS

The PWC assumes no responsibility for conclusions or interpretations derived from
technical and background information presented in the RFP, or otherwise distributed or
made available during the procurement process. In addition, the PWC will not be bound
by or be responsible for any explanation, interpretation or conclusions of this RFP or any
documents provided by the PWC other than those given in writing by the PWC through
the issuance of addenda. In no event may a Vendor rely on any oral statement by the
PWC or its agents, advisors, or consultants.

3.3 PWC RIGHTS

The PWC, at its sole discretion, reserves the following rights:
A. To supplement, amend, substitute, or otherwise modify the RFP at any time;
B. To cancel this RFP with or without the substitution of another RFP;
C. To reject any or all proposals produced in response to the RFP; to take any
action affecting this RFP, this RFP process, or the Services or facilities subject
to the RFP that would be in the best interests of the PWC;
D. To issue additional requests for information, and/or;
E. To require one or more Vendor(s) to supplement, clarify or provide additional
information in order for the PWC to evaluate the responses submitted.

3.4 EXPENSE OF SUBMITTAL PREPARATION

The PWC accepts no liability for the cost and expenses incurred by the Vendor in response
to this RFP, including preparing requests for clarification. Each Vendor that prepares a
Response shall do so at its own expense and with the express understanding that they
cannot make any claims whatsoever for reimbursement from the PWC for the costs and
expenses associated with the Response.

REQUEST FOR PROPOSALS – WACS IMPLEMENTATION PAGE 3

 3.5 TRADE SECRETS/CONFIDENTIALITY
Upon receipt at the PWC, your Response is considered a public record, except for material
which qualifies as “Trade Secret” information under N.C.G.S. 66-152(3). Your Response
will be reviewed by PWC staff and members of the general public who submit public
records request.

THE RESPONDER IS REQUIRED TO IDENTIFY ALL CONTENT DESIGNATED AS A

TRADE SECRET AS DEVINED PURSUANT TO N.C.G.S. 66-152(3) AND WHICH
MEETS THE CRITERIA FOR CONFIDENTIALITY PURSUANT TO N.C.G.S. 132.1.2(1).
ALL NOTED TRADE SECRETS MUST FOLLOW PROCEDURES NOTED BELOW AND
REQUIRE ATTACHED DOCUMENTATION SPECIFYING HOW THE CONTRENT
QUALIFIES AS A TRADE SECRET UNDER NORTH CAROLINA LAW. IF AN ENTIRE
RESPONSE IS MARKED CONFIDENTIAL OR TRADE SECRET, IT WILL BE
DISQUALIFIED FROM CONSIDERATION.

To properly designate material as “trade secret” under these circumstances, each Vendor
must take the following precautions.
A. Any trade secrets submitted by Vendor should be submitted separately in a
sealed enveloped marked “Trade Secret – Confidential and Proprietary
Information – Do Not Disclose Except for the Purpose of Evaluation this
Response,
B. Offer documentation specifying how the content qualifies as a trade secret
under North Carolina law, and
C. The “trade secret” should be stamped on each page of the trade secret
materials contained in the envelope.

4. SCHEDULE AND PROCESS

The following chart shows the schedule of events to prepare your organization’s response. The
key events and deadlines for this process are as follows:

DATE EVENT
10/4/21 Advertisement of RFP
10/20/21 Cut-off for Submitted Questions
11/18/21 Response Submission due by 5:00 p.m.
December 2021 Presentations from top Bidders
January 2022 PWC anticipates awarding contracts on or before this date
March 2022 Vendors are expected to start on or before this date

Requests for information or clarification of this RFP must be made in writing and addressed to
Nikole Subject at: nikole.bohannon@faypwc.com. Questions should reference the topic number.
Vendor shall plainly mark the outside of the sealed envelope with the following information:
SEALED BID: RFP FOR WACS IMPLEMENTATION SERVICES, Vendor’s name, address,
proposal due date, and time. Communication regarding this RFP via any medium other than the
designated fax number or e-mail address, including phone, personal visits, etc., is prohibited.

REQUEST FOR PROPOSALS – WACS IMPLEMENTATION PAGE 4

 Vendors shall provide seven (7) copies of the proposal. Vendors may also upload a PDF version
of their complete proposal at:

https://faypwc-
my.sharepoint.com/:f:/p/nikole_bohannon/ElemggOJ01hKotmYARn0qyIBqeVC_X01sBur_5YxwaqtL
w

Please do not upload individual documents.

*Please note vendors are required to submit hard copies for this RFP to be considered. Electronic
submission is not required. PWC will accept sealed proposals until 5:00 PM (ET), November 18,
2021, in the PWC Procurement Office, 1st floor, PWC Administration Building, 955 Old Wilmington
Road, Fayetteville, NC 28301. Proposals received after the stated date and time will not be
consideredand will be returned to the Vendor unopened. Electronic proposals will not be accepted
via email.

5. PROPOSAL CONDITIONS

5.1 Proposals must include the following information:

5.1.1 Cover Letter signed by an authorized individual who commits to the terms and
conditions of the company’s proposal. Provide contact information for the single
point of contact through proposal acceptance and for all procurement and
contractual issues.

5.1.2 Executive Summary, not to exceed two (2) pages. Include a description and
history of the company, services provided, and explanation of how the proposed
services/solution best fits PWC’s needs.

5.1.3 Statement of Qualifications to demonstrate ability to meet RFP requirements:

A. Include a description of office location(s), organizational structure, number
of years in business, and annual revenue.
B. Demonstrate capacity to fully perform all scope requirements, including
experience, reliability, staffing capacity, competent subcontractors, and
financial stability.
C. Demonstrate understanding and experience of executing best practices
related to implementing WACS.
D. Provide names, qualifications, and percentage of time commitment for staff
or other resources that will be assigned to PWC for this project. PWC
reserves the right to accept or reject any proposed assigned staff or
subcontractor.
E. Provide resumes of project team members, to include subcontractors.
Include time/experience with the Vendor.
F. Provide a total number of W2 fulltime, 1099 contract, subcontract, and any
outsourced and offshore resources (Full-time/Contractors) for this project.
G. Provide an organizational chart to demonstrate how the project team fits
within the larger organization.
H. Explain any experience/qualifications related to GASB and FERC
accounting practices that will be assigned to the project.
I. Disclose any litigation you are currently involved in, or have been, within the

REQUEST FOR PROPOSALS – WACS IMPLEMENTATION PAGE 5

 past five (5) years in which the Vendor or your partners/subcontractors were
a party.
J. Provide details of how and why your company will best serve the needs of
PWC.
5.1.4 References shall include contact information and project information for a
minimum of three (3) clients. References should include clients/projects similar in
size and scope as described in this RFP that Vendor has served within the past
three (3) years.

5.1.5 Scope of Work that includes a detailed account of how the Vendor will meet the
requirements outlined in the RFP.

5.1.6 Vendor Compliance Worksheet that indicates out of the box functionality,
options, and cost impacts of any configurations and/or customizations required to
meet requirements.

5.1.7 Budget that includes cost details for the proposed services. Use the Bid Proposal
Summary Worksheets and provide detailed cost explanations as described in
Appendix G and H.

6. SCOPE OF WORK

6.1 Vendors must bid on all of the Scope of Work as defined below:

6.1.1 Implementation Plan

a. Describe your implementation plan and detailed timeline addressing each of

the three objectives as listed in Sections 1 and 2 of this RFP.
b. Include detail on the approach, to include project and change management. At
minimum, the Vendor Project Manager will:
i. serve as the single point of contact for project, including the
management of any subcontractor(s)
ii. manage all activities required to successfully implement the solution
within approved scope, schedule and budget
iii. facilitate weekly status meetings to provide updates and share
information
iv. implement and manage issue resolution process to address issues
quickly and efficiently
v. maintain detailed work plan, budget, and schedule (changes must be
reviewed and approved by PWC team)
vi. provide weekly status reports that will track milestones, schedule,
expenses, and issues
c. Describe testing and training plans, to include deliverables, timeframes, and
PWC resource requirements.
d. Define the proposed project implementation team, to include working hours,
location, role, qualifications, and experience. Include staffing resource
requirements from PWC.
e. Describe deliverables provided during the implementation, to include
documentation, acceptance criteria, and milestone payment schedule.

REQUEST FOR PROPOSALS – WACS IMPLEMENTATION PAGE 6

 f. Describe documentation to be provided regarding all installs, configurations,
and any material related to the overall project.
g. Identify issues and challenges PWC should anticipate and indicate how they
are resolved using your system and services.

6.1.2 Technical Information

a. Describe the system architecture, design assumptions, database

requirements, hardware/software, and operational considerations.
b. Describe installation and maintenance costs, to include post-
project/installation and warranty support. If various delivery platforms are
available, provide detail and pricing for each option.
c. PWC will purchase the subscription licensing directly, but Vendor should detail
license requirements.
d. Describe system administration, to include setup and maintenance and reports
administration.
e. Detail recommendation and approach for data conversion/migration.
f. Based on information in the Vendor Compliance Worksheet (Appendix D),
explain any additional software/hardware/licensing that PWC may need to
purchase. Include estimate for these expenses on the Bid Summary Forms.
g. Document the installation and deployment process and all components,
specifications, integrations, and requirements.
h. Review, test, and modify custom code, integrations and SQL scripting as
necessary to ensure proper function.
 There is extensive customization between WAM and EBS related to
work order and financial processes. Within the proposal response,
the Vendor should explain how they will troubleshoot and resolve
issues relating to this custom integration.
i. Document test scripts for all phases of post installation testing, including UAT
and integration testing.

6.1.3 Support

a. Describe any operational services available after deployment.

b. Describe warranty and technical support options for ongoing support after
deployment.
c. Describe any additional training/support options for users (phone support,
remote diagnostics, conferences, etc.).
d. All critical and business impacting software defects are to be resolved,
including the coordination of resolutions with software vendor(s).
e. PWC plans to move from EBS (v12.1.3) to Oracle Fusion Cloud in FY23.
Vendors should explain how they can adapt to meet PWC’s needs through this
transition.

7. EVALUATION
7.1 All qualified proposals will be reviewed and evaluated. At any time during the
review, PWC may request additional information from the Vendor. Such information
requests and Vendor’s responses must be in writing. Information may be requested
from sources other than the submitted proposal to evaluate the Vendor.

REQUEST FOR PROPOSALS – WACS IMPLEMENTATION PAGE 7

 7.2 Top bidders may be asked to make a presentation of the proposed
approach/solution.

7.3 Evaluation criteria will include, but will not be limited to:
A. Strength and stability of the Vendor to provide the requested services
B. Experience and success with similar projects of comparable size andscope
C. Proposed timelines and milestones for implementation
D. Overall responsiveness, viability, and completeness of the proposal
E. Demonstrated understanding of and ability to meet or exceed PWC’s
expectations
F. Scope of goods/services being proposed
G. Personnel/subcontractor qualifications
H. Cost of proposed goods/services
I. Any other facts considered relevant by the PWC

7.4 PWC reserves the right to select and negotiate with the successful Vendor any
combination of bid line items and options.

REQUEST FOR PROPOSALS – WACS IMPLEMENTATION PAGE 8

 APPENDIX A - General Fact Sheet on PWC

REQUEST FOR PROPOSALS – WACS IMPLEMENTATION PAGE 9

APPENDIX B - Oracle Work and Asset Management – Summary of Current State
Note: All times listed refer to Eastern Time (ET).

Application Information
Current version 1.9.1.2.6
# End Users (including timekeeping) Approx. 600
# Assets Approx. 1.4 M of various types
Active modules • Resource w/Sub-modules (i.e., Asset, Compatible
Units, Document Control, Employee, Reg.
Account, Specs, Storeroom, etc.)
• Maintenance w/Sub-modules (i.e., Benchmark
WOs, Crew, Direct Charge, PMs, P/R,
Project/Subproject, Timekeeping, WO, Work
Design, Permits, etc.)
• Purchasing w/Sub-modules (i.e., Change
Request, Cost Adjustments, Requisition, Vendor,
etc.)
• Inventory w/Sub-modules (i.e., Check-out
Request, Stock Check Out)
• Enterprise w/Sub-modules (i.e., Company,
Organization, Plant)
• Customer w/Sub-modules (i.e., Customer, and
Service Request)
• Sys Admin w/Sub-modules (i.e., Accounting
Periods, Account Structure, Appl. Security,
Approval Limit, Auditing, Business Rules, Code
Tables, FGA, Help, Job Manager, Messages, Pay
Periods, Reports, Responsibilities, User Profile,
etc.)
Current Customizations Business Rules, Code Tables, SAPI, Daily Auto
Close, Month End Close
Virtual servers/operating systems • Production-Oracle Linux 6 and 7
• UAT-Oracle Linux 6 and 7

REQUEST FOR PROPOSALS – WACS IMPLEMENTATION PAGE 10

 • Development-Oracle Linux 6 and 7
• Testing-Oracle Linux 6 and 7
Load balancing Yes (clustered environmentF5 Big IP Load Balancer
Current environments • Production
• User Acceptance Testing
• Development
Databases/operating systems • Production-Oracle 12.1.0.2/Oracle Linux 5.11
• Development-Oracle 12.1.0.2/Oracle Linux 5.11
Backup schedule • RMAN Every night 11:37 PM
• OS Full Sat 10 PM, Incremental 10 PM M-S File
System
# Batches processed daily Approx. 20 batch processes, and approx. 20 Real-
time Interfaces
Scheduled times for Wednesday evenings as needed
maintenance/planned outages

WAM Interfaces/File Sharing

Abbreviation Application Name Current Version

C2M Oracle Customer to Meter 2.7
EBS Oracle E-Business Suite 12.1.3
HYP Oracle Hyperion (information share) 11.1.2.4
Oracle Mobile Workforce Management (not
MWM 2.3
integrated with WAM currently)
SOA (Enterprise) Oracle Service Oriented Architecture 11.1.2.1
GIS ESRI Geographic Information Systems 10.6.1
GIS Schneider Electric Designer & ArcFM 10.6.1a
GeoNexus GeoWorx Sync 2.4.03
GeoNexus GeoWorx Office 5.5.2
Designer ArcFM Designer 11

NOTE: WAM integrations are depicted in Appendix C

REQUEST FOR PROPOSALS – WACS IMPLEMENTATION PAGE 11

 APPENDIX C - Work and Asset Management (WAM V1.9.1.2.11) - Current
Integrations

C2M

NOTE: Implementation of ADP and HCM will impact interfaces (January – June 2022)

REQUEST FOR PROPOSALS – WACS IMPLEMENTATION PAGE 12

 APPENDIX D – Vendor Compliance Worksheet (See Separate Document)

REQUEST FOR PROPOSALS – WACS IMPLEMENTATION PAGE 13

 APPENDIX E – Existing Conditions Report (See Separate Document)

REQUEST FOR PROPOSALS – WACS IMPLEMENTATION PAGE 14

 APPENDIX F – Form of Exceptions

Form of Exceptions

Vendor shall identify each exception or deviation from the specifications. The omission of
exceptions implies complete compliance with the Service Agreement terms (Appendix J).

REQUEST FOR PROPOSALS – WACS IMPLEMENTATION PAGE 15

 APPENDIX G - Bid Proposal Summary Notes

1. Vendor must attach a detailed cost explanation along with the Bid Summary Form.

2. PWC requires a fixed price proposal. Payment will be made based on deliverables payment
schedule.

3. PWC’s fiscal year is July 1 through June 30. Funds have been committed for this project in the
current fiscal year. If the implementation period spans fiscal years, additional funds will be
requested through the standard budgeting process for PWC.

4. If Vendor is proposing multiple price options, a summary worksheet and supporting detail must
be provided for each option.

5. Expenses that are tied to items not considered ‘out of the box’ as indicated in the Vendor
Compliance Worksheet must be added to Option column on the Bid Summary Form.

6. Vendor may include pricing for additional services. However, they must be clearly indicated
as optional or required to meet the requirements as outlined in this RFP.

7. The Vendor shall be subject to PWC travel policies. Travel expenses will be paid on a
reimbursement basis.

REQUEST FOR PROPOSALS – WACS IMPLEMENTATION PAGE 16

 APPENDIX H - Bid Summary Form

OPTION # _______

Expenses Base Price Option Total

Project Management
Needs Analysis
Functional Requirements
Technical Requirements
Design
Development
Testing
Training/Knowledge Transfer
Documentation
Software/Licenses (to be provided by
Vendor)
Software/Licenses (PWC required to
purchase/upgrade)
Go Live (deployment, cutover plan)
Warranty Period
Annual Maintenance
Warranties
Travel
Other (please define)

TOTAL

SEE APPENDIX G: BID PROPOSAL SUMMARY NOTES

FOR MORE DETAIL ON PRICING REQUIREMENTS

REQUEST FOR PROPOSALS – WACS IMPLEMENTATION PAGE 17

 APPENDIX I - Bidder Information

Place in front of proposal

Name of Company

Address

Phone No. Fax No.

E-Mail Address

Federal I.D. No.

SDBE, Minority or Woman Owned Business Enterprise Yes No

Bid Submitted By:

(Name Printed Out)

(Signature)

Title:

Date:

REQUEST FOR PROPOSALS – WACS IMPLEMENTATION PAGE 18

 APPENDIX J - PWC Service Agreement

For the internal use of Fayetteville Public Works Commission only

Requester/Responsible Employee:
Project Title:
Contract Number: (Assigned by Procurement)
Account String (w/Budget Code): (for project funding)

Not to Exceed Amount:

Completion or Termination Date:
Work Scope/Purpose:

Notes: (1) This Service Agreement may be utilized for all services (including legal, accounting, and consulting
services). However, (a) for services subject to G.S. 143-64.31 (including but not limited to engineering and
surveying services), PWC must first comply with the applicable RFQ requirement, unless exempted by law; and
(b) for Information Technology, as defined in G.S. 143B-1320, PWC must first comply with applicable RFP
requirements set forth in G.S. 143-129.8.
(2) A purchase order must be generated by Procurement and approved by the CFO to encumber funds.

This Service Agreement (“Agreement”) is made by and between Fayetteville Public

Works Commission (“PWC”), a North Carolina public authority, and

[insert service provider full legal name] (“Provider”), a

[identify the type of legal entity and State in which
formation was accomplished] (each of PWC and Provider is a “Party” and both are collectively the
“Parties”). The Parties agree as follows:

1. Services. PWC retains Provider to perform the following service(s): [INSERT ONE
SENTENCE OR MORE DESCRIBING THE SCOPE OF WORK TO BE PERFORMED (including
any contemplated contract administration) AND ANY DELIVERABLES TO BE RECEIVED BY
PWC or attach a scope of services “as Exhibit A hereto incorporated herein by reference”] (the
“Services”). In the event of a conflict between the provisions of this Agreement and the provisions
of any attachment or exhibit to this Agreement, the terms of this Agreement shall govern. Provider
shall not make any written or verbal statement to any news media or for any marketing purposes
concerning the Services without the prior written consent of PWC.

2. Service Standards. Provider shall perform and deliver the Services in accordance
with (a) the professional skill and care ordinarily exercised by other providers delivering services
on the same or similar projects; (b) Provider’s professional licensing obligations; and (c) all
applicable laws. Provider shall notify PWC promptly of the discovery of errors, omissions,
discrepancies, or inconsistencies in the Services rendered. If any of the Services that Provider
renders or work product, which includes but is not limited to reports, analyses, designs,
specifications, plans, drawings, and other documents, that Provider delivers to PWC contain
errors or omissions, Provider shall promptly correct or supplement such Services at no additional
cost to PWC. PWC’s acceptance of, use of, or payment for such Services shall in no way alter or
reduce the Service standards set forth herein or PWC’s rights hereunder. Provider shall not assign
or subcontract or transfer the Services or any rights under or interest in this Agreement without
the prior written consent of PWC. Provider shall treat all information from PWC and work product
resulting from the Services to be proprietary, unless such information is

REQUEST FOR PROPOSALS – WACS IMPLEMENTATION PAGE 19

available from public sources, and Provider shall not publish or disclose proprietary information
without the prior written consent of PWC for any purposes other than the performance of the
Services. [IT MAY BE NECESSARY TO EXECUTE PWC’S STANDARD NDA ANDREFERENCE
IT IN THIS SECTION].

3. Delivery of Services and Ownership of Work Product. [INSERT ANYSCHEDULE

OF DELIVERY, TIMEFRAME OR DEADLINE AND INSERT ANY NECESSARY FORMAT AND
METHOD OF DELIVERY] In the event of suspension or termination of the Services, Provider shall
promptly deliver to PWC all work product completed or in progress as ofthe date of termination
along with reproducible documents, drawings, plans, specifications, and electronic records of the
completed portion of the Services upon PWC’s payment of the undisputed portion(s) of Provider’s
invoices in accordance with Section 8, Billing and Payment. Provider grants PWC an irrevocable
license to use the work product resulting from the Services of Provider. The work product
delivered by Provider to PWC in connection with the performance of the Services shall not
infringe any intellectual property rights of any third party. Except as otherwise specified in this
Agreement, Provider shall not use for its own purposes or allow a third party to use the work
product resulting from the Services without the prior written consent of PWC.

4. Compensation. [INSERT HOW THE SERVICES ARE TO BE PAID: FIXED FEE,

HOURLY RATE, PIECE RATE; IF RELEVANT, WHO IS TO PROVIDE THE SERVICE BY NAME
OR JOB TITLE AND EACH PERSON’S OR JOB’S RATE] Provider’s rates shall not be increased
during the performance of the Services without the prior written consent of PWC.

5. Payment Limitation. Notwithstanding any other provision in this Agreement, the

total fees and expenses for the Services to be performed and delivered shall not exceed [INSERT
MAXIMUM FEE - THIS IS MANDATORY for pre-auditing;] (the “Cap”). [RETAIN THE
WORDING IN BRACKETS IF PAYMENT IS NOT FIXED FEE: Provider shall promptly notify PWC
in writing when Provider has reached ninety percent (90%) of the Cap. The Cap is not a fixed fee
to which Provider is entitled. PWC shall be obligated to pay only for Provider’s actual time devoted
to providing the Services and documented expenses incurred, up to the Cap.]

6. PWC’s Duties. PWC shall: (a) timely provide such information in its possession,
custody, or control as is reasonably necessary for Provider to perform the Services; (b)
communicate promptly to Provider all decisions of PWC and clarifications that are reasonably
needed by Provider; and (c) make payments to Provider in accordance with Section 8, Billing and
Payment.

7. Representations and Warranties. Provider represents and warrants to PWC that

Provider is duly licensed in the State of North Carolina to perform the Services. Each Party (the
“First Party”) represents and warrants to the other Party that the First Party is duly organized,
validly existing and in good standing and has all requisite powers, rights, and authority to execute,
enter into, and perform this Agreement in accordance with the terms and conditions of this
Agreement, and this Agreement constitutes a legal, valid, and binding obligation of such First
Party enforceable against it in accordance with its terms.

8. Billing and Payment. Provider shall invoice PWC monthly for services performed
and expenses incurred during the preceding calendar month. All invoices shall provide reasonable
detail of the services performed and expenses for which reimbursement may be sought, along
with supporting documentation for such expenses. PWC shall pay the undisputed

REQUEST FOR PROPOSALS – WACS IMPLEMENTATION PAGE 20

portion of each invoice within forty-five (45) calendar days after PWC’s receipt of the invoice. PWC
shall reimburse expenses at the lower of actual or reasonable cost, except with regard to
expenses that are specifically pre-approved in writing by PWC or are set forth and included in a
fixed price service arrangement. All payments from PWC to Provider shall be transferred
electronically to Provider’s designated financial institution, and Provider shall prior to delivery of
its first monthly invoice to PWC supply the name of Provider’s financial institution, routing number,
and account number on the form available from PWC. Provider has the right to imposea late
payment charge of one percent (1%) per month for amounts unpaid by PWC by the date due.
[RETAIN THE WORDING IN BRACKETS IF PAYMENT IS NOT FIXED FEE: Provider
shall maintain on a generally recognized accounting basis and retain for at least three (3) years
the records supporting Provider’s invoices to PWC.] In the event of a dispute regarding a monthly
invoice or any portion thereof: (a) Provider shall deliver to PWC all records supporting Provider’s
invoice(s) in dispute within ten (10) calendar days after PWC notifies Provider of the dispute, and
Provider shall cooperate with PWC to verify the accuracy of all invoices; (b) Provider shall
continue to proceed diligently with the performance of the Services pending resolution of the
dispute; and (c) PWC shall pay Provider in accordance with this Agreement for all Services
rendered by Provider which are not the subject of the dispute.

9. Termination. Except with regard to Services to be provided for a fixed price, PWC
has the right to terminate the provision of services, with or without cause, by delivering written
notice of termination to Provider, and PWC shall be obligated to pay Provider only for work
performed and reasonable expenses incurred until delivery of the notice of termination. Either
Party may terminate an Agreement to provide Services for a fixed price for cause by delivering
written notice of the cause and termination to the other Party, provided that the Party receiving
the notice of termination shall have seven (7) calendar days to cure the cause cited in the
termination notice. Cause shall include, but is not limited to, failure to adhere to a schedule, failure
to timely pay, and material failure to produce work product that is consistent with the applicable
service standards.

10. Insurance. Provider shall maintain during the provision of Services and for at least
three (3) years thereafter (collectively, the “coverage period”) the following insurance coverages,
which insurance shall be placed with insurance companies authorized to do business in the State
of North Carolina and rated A minus VII or better by the current edition of Best’s Key Rating Guide
or otherwise approved in writing by PWC:

(a) professional liability errors and omissions or malpractice insurance including

contractual liability coverage with limits of not less than one million dollars ($1,000,000)
per occurrence and one million dollars ($1,000,000) aggregate;

(b) commercial general liability insurance with a combined single limit of liability of
not less than $1,000,000 for each occurrence of bodily injury and/or property damage and
an annual aggregate of liability of not less than $2,000,000 for bodily injury and/or property
damage, and an annual aggregate of liability of not less than $2,000,000 for Completed
Operations and Products Liability;

(c) worker’s compensation insurance as required by State law; and

(d) automobile liability insurance with limits not less than $100,000 each person and
$300,000 each accident for bodily injury and property damage.

REQUEST FOR PROPOSALS – WACS IMPLEMENTATION PAGE 21

Prior to initiating the Services, Provider shall deliver certificates of insurance confirming each such
coverage, and Provider shall direct its insurers to provide to PWC annually certificates confirming
each such coverage during the coverage period. PWC shall be named as an additional insured
in the comprehensive automobile and commercial liability insurance policies. Commercial general
liability coverage shall be written on an “occurrence” basis. Upon PWC’s request, Provider shall
give prompt written notice to PWC of any and all claims made againstthe professional liability
errors and omissions or malpractice insurance policy during the coverage period. Provider shall
not reduce or allow the required insurance coverages to lapse without PWC’s prior written
approval. All policies for insurance must be endorsed to contain a provision giving PWC a thirty
(30) calendar day prior written notice by certified mail of any cancellation of that policy or material
reduction in coverage. Should a notice of cancellation be issued for non-payment of premiums or
any part thereof, or should Provider fail to provide and maintain certificates as set forth herein,
PWC shall have the right, but shall not the obligation, to pay such premium to the insurance
company or to obtain such coverage and to deduct such payment from any sums that may be due
or become due to Provider, or to seek reimbursement for said payments from Provider. Any such
sums paid by PWC shall be due and payable immediately by Provider upon notice from PWC.
The insurance provisions of this Agreement shall not be construed as a limitation on Provider’s
responsibilities and liabilities pursuant to the terms and conditions of this Agreement. Provider’s
obligation to maintain insurance for three (3)years after completion of the Services shall survive
the termination of this Agreement.

11. Indemnification. Provider shall indemnify, defend, and hold harmless PWC and its
Commissioners, officers, employees, agents and representatives (“Indemnitees”) from and
against all claims, actions, liabilities, damages, losses, costs and expenses (including, without
limitation, injury to or death of any persons and damage to property, economic and consequential
damages and attorneys’ fees) asserted by third parties against one or more of theIndemnitees
arising out of negligent or willful acts, violations of law, errors or omissions or breach of the
obligations set forth in this Agreement by Provider or any of its employees, agents,
representatives, and subcontractors. Provider’s obligation to indemnify and hold harmless the
Indemnitees shall survive the termination of this Agreement and shall include the duty to pay for
the reasonable attorney’s fees and costs associated with defending the Indemnitee(s) by the legal
counsel of each Indemnitee’s choice.

12. Notices. Any notice which either Party is required or desires to give the other
hereunder shall be deemed sufficiently given if, in writing, it is delivered personally, or sent by
certified U.S. mail, return-receipt requested, postage prepaid, to the addresses listed herein
below, or such other address as either Party shall give to the other Party by written notice in
accordance herewith. Any notice given herein by personal delivery shall be deemed delivered
when received. Any properly addressed notice given herein by certified mail shall be deemed
delivered on third Business Day after the same is deposited in an official United States Post Office,
postage prepaid, or if sooner upon the date when the return receipt therefore is signed,or refusal
to accept the mailing by the addressee is noted thereon by the postal authorities.

To PWC:
Fayetteville Public Works Commission
Attn: Elaina L. Ball, CEO/General Manager
PO Box 1089
Fayetteville, NC 28302

To Provider:
[INSERT MAILING ADDRESS]

REQUEST FOR PROPOSALS – WACS IMPLEMENTATION PAGE 22

“Business Day” means each calendar day that is not a Saturday, Sunday, holiday observed by
the federal government for its employees, or holiday observed by the State of North Carolina for
its employees.

13. Compliance. Provider hereby acknowledges that "E-Verify" is the federal E- Verify
program operated by the US Department of Homeland Security and other federal agencies which
is used to verify the work authorization of newly hired employees pursuant to federal law and in
accordance with Article 2, Chapter 64 of the North Carolina General Statutes. Provider further
acknowledges that all employers, as defined by Article 2, Chapter 64 of the North Carolina
General Statutes, must use E-Verify and after hiring an employee to work in the United States,
shall verify the work authorization of the employee through E-Verify in accordance with NCGS
§64-26(a). Provider hereby pledges, attests and warrants through execution of this Agreement
that Provider complies with the requirements of Article 2, Chapter 64 of the North Carolina General
Statutes and further pledges, attests and warrants that all subcontractors currently employed by
or subsequently hired by Provider shall comply with all E- Verify requirements. Failure to comply
with the above requirements shall be considered a breach of this Agreement. Provider hereby
further acknowledges that the execution and delivery of this Agreement constitutes Provider’s
certification to PWC and to the North Carolina State Treasurer that, as of the date of the effective
date of this Agreement, Provider is not listed on (a) the Final Divestment List created and
maintained by the North Carolina Department of State Treasurer pursuant to the Iran Divestment
Act of 2015, Chapter 147, Article 6E of the General Statutes of North Carolina (the “Iran
Divestment Act”); or (b) the list of companies that the North Carolina State Treasurer determines
to be engaged in a boycott of Israel in accordance with Article 6G of Chapter 147 of the General
Statutes of North Carolina. Provider also shall at all times during the term of this Agreement
comply with Executive Order 11246, including but not limited to the Equal Opportunity Clause
requirements set forth in 41 C.F.R. § 60-1.4. Provider shall abide by the requirements of 41 CFR
60–300.5(a) and 60–741.5(a) prohibiting discrimination against qualified individuals on the basis
of protected veteran status or disability and requiring affirmative action by covered prime
contractors and subcontractors to employ and advance in employment qualified protected
veterans and individuals with disabilities.

14. Miscellaneous Provisions. Provider is and shall remain an independent contractor

and shall undertake performance of the Services pursuant to the terms of this Agreement as an
independent contractor. Nothing contained in this Agreement shall be deemed or construed to
create the relationship of principal and agent, or of partnership, or of joint venture, or of any
association whatsoever between the Parties. No breach or non-performance of any term of this
Agreement shall be deemed to be waived by either Party unlesssaid breach or non-performance
is waived in writing and signed by the Parties. No waiver of any breach or non-performance
under this Agreement shall be deemed to constitute a waiver of any subsequent breach or non-
performance, and for any such breach or non-performance each party shall be entitled to such
remedies as provided by law. No consent or waiver by a Party shall be effective unless it is in
writing and then only to the extent specifically stated. The invalidity, illegality, or un-enforceability
of any portion or provision of this Agreement shall in no way affect the validity, legality and/or
enforceability of any other portion or provision of this Agreement. Any invalid, illegal or
unenforceable provision of this Agreement shall be deemed severed from this Agreement, and
the balance of the Agreement shall be construed andenforced the same as if the Agreement had
not contained any portion or provision which was invalid, illegal or unenforceable; provided,
however, severability shall not prevent this entire Agreement from being void in the event any
portion or provision of this Agreement that is of the

REQUEST FOR PROPOSALS – WACS IMPLEMENTATION PAGE 23

essence of this Agreement shall be void. This is the entire agreement of the Parties on the subject
matter hereof, and all prior negotiations, representations, proposals, letters, agreements,
understandings, or other communications between the Parties, whether written or oral, are hereby
merged into the Agreement and superseded by this Agreement. This Agreement shall not be
modified unless such modifications are evidenced in writing, signed by both Parties. Nothing
herein shall be construed to give any right or benefits hereunder to anyone other than the Parties.
This Agreement shall be governed by the laws of the State of North Carolina without the
application of the laws of any other state. The exclusive venue for allmediations and litigation and
any proceedings regarding this Agreement shall be the State and Federal Courts serving
Cumberland County, North Carolina, and Provider consents to personal jurisdiction in such courts.
This Agreement may be executed in counterparts with the same effect as if the signatures to each
counterpart were upon a single instrument, and all such counterparts together shall be deemed
an original of this Agreement. For purposes of this Agreement, a facsimile copy or scanned copy
or photocopy of a party’s signature shall be sufficient to bind such party. This Agreement shall
be subject to execution by electronic means in accordance with Article 40 of Chapter 66 of the
North Carolina General Statutes. The titles ofthe paragraphs throughout this Agreement are for
convenience only and the words contained therein shall in no way be held to explain, modify,
amplify or aid in the interpretation, construction or meaning of the provisions of this instrument.

15. Morality Clause. If, in the sole opinion of PWC, at any time Provider or any of its
owner(s) or employee(s) or agent(s) (each party, owner, employee, and agent is an “Actor”)
engages in any one or more actions that bring disrepute, contempt, scandal, or public ridicule to
the Actor or subject the Actor to prosecution or offend the community or public morals or decency
or denigrate individuals or groups in the community served by PWC or are scandalous or
inconsistent with community standards or good citizenship or may adversely affect PWC’s
finances, public standing, image, or reputation or are embarrassing or offensive to PWC or may
reflect unfavorably on PWC or are derogatory or offensive to one or more employee(s) or
customer(s) of PWC, PWC may immediately upon written notice to Provider terminate this
Agreement, in addition to any other rights and remedies that PWC may have hereunder or at law
or in equity.

16. [FOR LAWYERS ONLY] Legal Services. Deposits of funds belonging to PWC shall be
made to a bank trust account, and Provider shall account to PWC for the receipt and disbursement
of all trust funds. Any interest earned on trust deposits shall be transferred by thecustodial bank
directly to the NC State Bar IOLTA foundation in accordance with applicable NC State Bar Rules.
In order for Provider to represent PWC effectively, PWC shall disclose fully and accurately all
relevant facts and keep Provider apprised of all developments relating to Provider’s
representation of PWC. All information from PWC shall be treated as privileged and confidential
in accordance with applicable NC State Bar rules. Provider shall use Statewide Title as the title
insurer for PWC unless PWC gives prior written consent to the use of an alternative title insurer.
Provider does not guarantee the outcome of any legal representation. Statements regarding
expected outcomes of legal matters are Provider’s best professional estimate only, and are limited
by Provider’s knowledge at the time the estimates are expressed. Provider has the right to
exercise its discretion to elect to withdraw from legal representation of PWC at any time upon
delivery of written notice of termination to PWC. If Provider elects to withdraw from representation
of PWC in pending litigation, PWC shall promptly cooperate in taking all steps necessary to free
Provider from any obligation to perform further services or incur additional costs or expenses,
including the execution of any documents necessary for Provider to complete its withdrawal.
Copyright and other intellectual property rights in all attorney work product generated in the
course of performance of the Services by Provider shall

REQUEST FOR PROPOSALS – WACS IMPLEMENTATION PAGE 24

belong to Provider and may be used by Provider, subject to the foregoing confidentiality and
privilege restrictions and subject to PWC’s irrevocable license to use such work product for the
purposes for which it was provided. PWC is the sole intended beneficiary of the work product.
Provider shall not be liable for damages caused by reliance on work product for any purpose other
than that for which it was prepared.

[FOR CONSULTANTS, ARCHITECTS, ENGINEERS OR SURVEYORS] Professional

Services. Except with PWC’s knowledge and prior written consent, the Provider shall not engage
in any activity or accept any employment, interest or contribution that would reasonably appear
to compromise the Provider’s professional judgment with respect to the Services. The Provider
shall disclose to PWC any business or personal relationship with any Commissioner, officer,
director, manager, or supervisor of PWC.

IN WITNESS WHEREOF, the Parties have executed this Agreement by their duly
authorized representatives effective the day and year first above written.

Fayetteville Public Works Commission [INSERT PROVIDER FULL LEGAL NAME]

By: By:
Elaina L. Ball, CEO/General Manager ,
(Printed Name) (Title)
Date: Date:

This instrument has been preaudited in the manner required by the Local Government Budget and Fiscal
Control Act (N.C. Gen. Stat. § 159-1 et seq.).

REQUEST FOR PROPOSALS – WACS IMPLEMENTATION PAGE 25

 APPENDIX K – Gap Analysis and Recommendations (See Separate Document)

REQUEST FOR PROPOSALS – WACS IMPLEMENTATION PAGE 26