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HomeMy WebLinkAbout2013-019OFESSIONAL SERVICES AGREEMENT BETWEEN THE INDIAN RIVER COUNTY, FLORIDA o t/a3 / 13 AND ..4.4%,„:. g4.14 9.-• RAFTELIS FINANCIAL CONSULTANTS, INC. R COVy'' Ot 4 ,,;gid.. 1/4111 This Consulting Agreement ("Agreement") is entered into (this i 0 day of , 201 (hereinafter referred to as the effective date of the agreement) by and between Indian River County, Florida (the "Client') and Raftelis Financial Consultants, Inc., 976 Lake Baldwin Lane, Suite 204, Orlando, Florida 32814 (RFC"). ao13.019 Witnesseth WHEREAS, RFC has substantial skill and experience in water and wastewater finance, management, and pricing, and WHEREAS,. The Client desires to hire RFC and RFC desires to provide services to the Client, NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the Parties agree to the terms and conditions set forth herein. Article 1. Statement of Work • RFC shall provide professional consulting and expert witness services within RFC areas of expertise to assist the Client as requested regarding certain current litigation activities that involve the Client Article 2. Time for Completion This agreement will commence upon approval by the Client and remain in effect for the duration of the litigation FVP Miami Lakes v Indian River County. Article 3. Compensation Client shall pay to RFC a total fee not to exceed Twenty Thousand ($20,000.00) Dollars, without further approval in writing by Client, based upon the attached Rate Schedule (See Attachment A) plus reimbursable expenses. Client understands that time expended related to expert testimony will be charged at rates that are 20% higher than the standard rates. RFC shall submit invoices to the Client on a monthly basis for services rendered to the date thereof. Such invoices shall be supported by appropriate documentation; at a minimum the task performed, the individuals working on such task, the level of each such individual, and expenses incurred. Each invoice will contain all hours and expenses from the RFC for the month. Upon receipt of monthly invoice, the Client will remit payment of same amount to the RFC within 30 days. Page 1 of 7 Article 4. Additional Services At the Client's request, RFC may submit proposals for additional professional services. Each proposal submitted shall detail: (1) scope of work for the additional services, (2) period of services to be performed, and (3) method and amount of compensation. The Client shall provide written acceptance and authorization to RFC prior to the commencement of work on any proposed additional services Each proposal for additional services accepted and approved by the Client shall become part of this Agreement and shall be governed by the terms and conditions contained herein. Article 5. Place of Performance RFC shall be responsible for maintaining its own office facilities and will not be provided with either office facilities or support by the Client. Article 6. Indemnification • RFC hereby agrees to indemnify the Client and to hold the Client harmless against any and all claims, action, or demands against the Client and against any and all damages for injury to or death of any person and for loss of or damage to any and all property arising out of the negligent acts, errors or omissions of RFC under this Agreement. RFC shall not be held responsible for any claims caused by the negligence of the Client. Article 7. Insurance RFC shall maintain the types and levels of insurance during the life of this Agreement as specified below. The Client will be named as additional insured on the RFC's Certificates of Insurance and the RFC will provide the Client with these Certificates of Insurance. Commercial general liability insurance - $1,000,000 for each occurrence and $2,000,000 in the aggregate Comprehensive automobile liability insurance - $1,000,000 combined'single limit each occurrence Workers Compensation insurance — Statutory limits Professional liability insurance - $1,000,000 in the aggregate Excess or Umbrella Liability - $3,000,000 in the aggregate Article 8. Confidential Information RFC acknowledges and agrees that in the course of the performance of the services pursuant to this Agreement, RFC may be given access to, or come into possession of, confidential information of the Client which information contains privileged material or other confidential information. RFC acknowledges and agrees, except if required by judicial or administrative order, trial, or other governmental proceeding pertaining to this matter that it will not use, duplicate, or divulge to others any such information belonging to or disclosed to RFC by the Client without first obtaining written Page2of7 permission from the Client. "Confidential information" as used herein, includes information, materials, products, and deliverables developed during, and discoveries and contributions made by RFC in the performance of this Agreement. All tangible embodiments of such information shall be delivered to the Client by RFC upon termination hereof, or upon request by the Client, whichever occurs first. The Client acknowledges RFC has the right to maintain its own set of work papers which may contain confidential information. Article 9. Independent Contractor Status It is understood and agreed that RFC will provide the services under this Agreement on a professional basis as an independent contractor and that during the performance of the services under this Agreement, RFC's employees will not be considered employees of the Client within the meaning or the applications of any federal, state, or local laws or regulations including, but not limited to, laws or regulations covering unemployment insurance, old age benefits, worker's compensation, industrial accident, labor, or taxes of any kind. RFC's employees shall not be entitled to benefits that may be afforded from time to time to Client employees, including without limitation, vacation, holidays, sick leave, worker's compensation, and unemployment insurance. Further, the Client shall not be responsible for withholding or paying any taxes or social security on behalf of RFC's employees RFC shall be fully responsible for any such withholding or paying of taxes or social security. Article 10. Reliance on Data • In performance of the services, it is understood that the Client and/or others may supply RFC with certain information and/or data, and that RFC will rely on such information. It is agreed that the accuracy of such information is not within RFC's control and RFC shall not be liable for its accuracy, nor forits verification, except to the extent that such verification is expressly a part of RFC's scope of services. Article 11. Opinions and Estimates RFC's opinions, estimates, projections, and forecasts of current and future costs, revenues, other levels of any sort, and events shall be made on the .basis of available information and RFC's expertise and qualifications as a professional. Article 12. No Consequential Damages To the fullest extent permitted by law, neither party shall be liable to the other for any special, indirect, consequential, punitive or exemplary damages resulting from the performance or non- performance of this Agreement notwithstanding the fault, tort (including negligence), strict liability or other basis of legal liability of the party so released or whose liability is so limited and shall extend to the officers, directors, employees, licensors, agents subcontractors, vendors and related entities of such party. Page 3 of 7 Article 13. Termination of Work This Agreement may be terminated as follows: 1. By Client (a) for its convenience on 30 days' notice to .RFC, or (b) for cause, if RFC matenally breaches this Agreement through no fault of Client and RFC neither cures such material breach nor makes reasonable progress toward cure within 15 days after Client has given written notice of the alleged breach to RFC 2 By RFC for cause, if Client materially breaches this Agreement through no fault of RFC and Client neither cures such material breach nor makes reasonable progress toward cure within 15 days after RFC has given written notice of the alleged breach to Client. 3. Payment upon Termination In the event of termination, RFC shall perform such additional work as is reasonably necessary for the orderly closing of the Work. RFC shall be compensated for all work performed pnor to the effective date of termination, plus work required for the orderly closing of the Work. Article 14. Notices All notices required or permitted under this Agreement shall be in writing and shall be deemed deliverable when delivered in person or deposited in the United States mail, postage prepaid, addressed as follows: If for the Client: Alan S. Polackwich, Sr., Esq. Name Indian River County Attorney Title 1801 27th Street Address Vero Beach, FL 32960-3365 If for RFC: Marco H. Rocca Director of Florida Operations Raftelis Financial Consultants, Inc. 976 Lake Baldwin Lane, Suite 204 Orlando, F132814 Page 4of7 • • Article 15. Compliance with Applicable Laws RFC agrees not to discriminate in its employment practices, and will render services under this Agreement without regard to race, color, religion, sex, national origin, veteran status, political affiliation or disabilities. Any act of discrimination committed by RFC, or failure to comply with these statutory obligations when applicable, shall be grounds for termination of this Agreement. A. Entire Agreement: B. Waiver: C. Relationship: D. Assignment and Delegation: E Severability: Governing Law: G. Paragraph Headings Article 16. General Provisions This Agreement represents the entire and sole agreement between the Parties with respect to the subject matter hereof. The failure of either Party to require performance by the other of any provision hereof shall in no way affect the right to require performance at any time thereafter, nor shall the waiver of a breach of any provision hereof be taken to be a waiver of any succeeding breach of such provision or as a waiver of the provision itself. All remedies afforded in this Agreement shall be taken and construed as cumulative; that is, .in addition to every other remedy available at law or in equity. Nothing herein contained shall be construed to imply a joint venture, partnership, or principal -agent relationship between RFC and the Client; and neither Party shall have the right, power, or authority to obligate or bind the other in any manner whatsoever, except as otherwise agreed to in writing. Neither Party shall assign or delegate this Agreement or any rights, duties, or obligations hereunderwithout the express written consent of the other. Subject to the foregoing, this Agreement shall inure to the benefit of and be binding upon the successors, legal representatives, and assignees of the Parties hereto. If any provision of this Agreement is declared invalid or unenforceable, such provision shall be deemed modified to the extent necessary and possible to render it valid and enforceable In any event, the unenforceability or invalidity of any provision shall not affect any other provision of this Agreement, and this Agreement shall continue in force and effect, and be construed and enforced, as if such provision had not been included, or had been modified as above provided, as the case may be. This Agreement shall be governed by, and construed in accordance with, the laws of the State of Florida. The paragraph headings set forth in this Agreement are for the convenience of the Parties, and in no way define, limit, or describe the scope or intent of this Agreement and are to be given no legal effect. Page5of7 H. Third Party Nothing in this Agreement shall be construed to create or confer any nghts Rights or interest to any third party or third party beneficiary. It is the intent of the parties that no other outside, non-party claimant shall have any legal right to enforce the terms of this Agreement. IN WITNESS WHEREOF, the Parties have executed this Agreement by their duly authorized representatives. INDIAN RIVER COUNTY, FLORIDA By: Sign.' e County Administrator Title January 23, 2013 Date <La fitness RAFTELIS FINANCIAL CONSULTANTS, INC. By: Signature Director of Florida Operations Title ' January 10, 2013 Date te,:e(C2/' itness Page 6 of 7 ministrator APPROVED AS TO FORM AND LEGAL SU CY S. POLACKWICH NTY ATTORNEY • Attachment A — RFC's 2013 Standard Billing Rates Position Chair — George Raftelis Chief Executive Officer President Chief Operating Officer Sr. Vice President Vice President Senior Manager Director of Florida Operations Manager Senior Consultant Consultant Associate Analyst Administration Technology Expense* Hourly Billing Rate $350 $325 $325 $275 $260 $250 $230 $200 $210 $185 $160 $130 $95 $60 $10 * Technology/Communications Charge — this is an hourly fee charged monthly for each hour worked on the project to recover telephone, facsimile computer, postage/overnight delivery, conference calls, electronic/computer (i.e. WebEx, GoToMeetings), photocopies, etc. • Page 7 of 7