HomeMy WebLinkAbout2006-008 GRiGINAL
PROFESSIONAL SERVICES AGREEMENT _ 5 " OCO joo�.O(9g
This Professional Services Agreement ("Agreement") is entered into this 3rd day of
January, 2006, (Effective Date), bX and between Indian River County, a political subdivision
of the State of Florida, 1840 25t Street, Vero Beach, FL 32960 ("County") and MGT of
America, Inc. ("Contractor") a Florida corporation, having a principal place of business at
2123 Centre Pointe Boulevard, Tallahassee, Florida.
BACKGROUND RECITALS
A. The County issued a Request for Qualifications (RFQ) #2006019 for A Comprehensive
Assessment on the State of the Social, Health, and Public Safety Services in Indian
River County, setting forth a response date of October 21, 2005.
B. Pursuant to the Request for Proposals, the County's duly-constituted Consultant
Selection Committee received proposals and ranked the firms that responded to the
Request for Proposals based on the evaluative criteria set forth in the Request for
Proposals.
C. The Contractor was the highest ranked respondent to the Request for Proposals and
on January 3, 2006, the County approved the IRC Consultant Selection Committee
recommendation to hire Contractor to provide the professional services set forth in the
Request for Proposals and this Agreement.
D. Contractor is willing and able to perform the services as set forth in this Agreement on
the terms and conditions set forth below.
E. The County and the Contractor wish to enter into this Agreement for the professional
services as set forth below.
NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency
of which is hereby acknowledged, and intending to be legally bound hereby, the parties
hereby agree as follows:
1. SCOPE OF SERVICES, WORK SUMMARY AND APPROACH. The scope of
professional services provided under this Agreement shall be as more specifically set forth in
Exhibit "A" attached hereto and incorporated herein by this reference in its entirety.
2. COMPENSATION.
2.1. The County shall pay to the Contractor a mutually agreed upon not-to-exceed
professional fee of $97,000. (Ninety-seven thousand dollars) as outlined in the Time Line
AND Pay Schedule by Task — set forth in Exhibit "B" attached hereto and incorporated herein
by this reference in its entirety.
2.2. Proper Invoices, phased as set forth herein, shall be submitted to the County's
Finance Department in detail sufficient for proper prepayment and post payment audit. All
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payments for services shall be made to the Contractor by the County in accordance with the
Florida Prompt Payment Act (2005), Section 218.70, Florida Statutes, et seq.
3. INSURANCE.
3.1. The Contractor shall not commence to perform the Services under this Agreement until
it has obtained all the insurance required under this Agreement, set forth in Exhibit "C"
attached hereto and incorporated herein by this reference in its entirety, and such certificates
of insurance have been approved by the County's Risk Manager. The cost of such insurance
shall be included in the Contractor's compensation. The County, by and through its Risk
Manager, reserves the right periodically to review any and all policies of insurance and
reasonably to adjust the limits of coverage required .hereunder, from time to time throughout
the term of this Agreement. In such event, the County shall provide the Contractor with
separate written notice of such adjusted limits and Contractor shall comply within thirty (30)
days of receipt thereof. The failure by Contractor to provide such additional coverage may
constitute a default by Contractor and shall be grounds for termination of this Agreement by
the County.
4. TERM; TERMINATION,
4.1. This Agreement shall remain in effect from the Effective Date until the later of
December 31, 2006, or completion of the Services and delivery of all required deliverables,
subject to sooner termination as provided herein.
4.2. This Agreement may be terminated: (a) by the County, for any reason, upon at least
thirty (30) days' prior written notice to the Contractor; or (b) by the Contractor, for any reason,
upon at least thirty (30) days' prior written notice to the County; or (c) by the mutual
agreement of the parties; or d) as may otherwise be provided below. In the event of the
termination of this Agreement, any liability of one party to the other arising out of any
Services rendered, or for any act or event occurring prior to the termination, shall not be
terminated or released.
4.3. In the event of termination by the County, the County's sole obligation to the Contractor
shall be payment for those portions of satisfactorily completed work under this Agreement.
Such payment shall be determined on the basis of the hours of work performed by the
Contractor, or the percentage of work complete as estimated by the Contractor and agreed
upon by the County up to the time of termination. In the event of such termination, the
County may, without penalty or other obligation to the Contractor, elect to employ other
persons to perform the same or similar services.
4.4. The obligation to provide services under this Agreement may be terminated by either
party upon seven (7) days prior written notice in the event of substantial failure by the other
party to perform in accordance with the terms of this Agreement through no fault of the
terminating party.
4.5. In the event that the Contractor merges with another company, becomes a subsidiary
of, or makes any other substantial change in structure, the County reserves the right to
terminate this Agreement in accordance with its terms.
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4.6. In the event of termination of this Agreement, the Contractor agrees to provide copies
of any and all documents prepared by the Contractor for the County in connection with this
Agreement.
5. INDEPENDENT CONTRACTOR. It is specifically acknowledged and agreed by the
parties hereto that the Contractor is and shall be, in the performance of all Services and
activities under this Agreement, an independent contractor, and not an employee, agent, or
servant of the County. All persons engaged in any of the Services performed pursuant to this
Agreement shall at all times, and in all places, be subject to the Contractor's sole direction,
supervision, and control, The Contractor shall exercise control over the means and manner
in which Contractor and its employees perform the Services, and in all respects the
Contractor's relationship and the relationship of its employees to the County shall be that of
an independent contractor performing solely under the terms of the Agreement and not as
employees, agents, or servants of the County.
6. MERGER; MODIFICATION. This Agreement incorporates and includes all prior and
contemporaneous negotiations, correspondence, conversations, agreements or
understandings applicable to the matters contained herein and the parties agree that there
are no commitments, agreements, or understandings of any nature whatsoever concerning
the subject matter hereof that are not contained in this document. Accordingly, it is agreed
that no deviation from the terms hereof shall be predicated upon any prior or
contemporaneous representations or agreements, whether oral or written. No alteration,
change, or modification of the terms of this Agreement shall be valid unless made in writing
and signed by the Contractor and the County.
7. GOVERNING LAW; VENUE. This Agreement, including all attachments hereto, shall be
construed according to the laws of the State of Florida. Venue for any lawsuit brought by
either party against the other party or otherwise arising out of this Agreement shall be in
Indian River County, Florida, or, in the event of federal jurisdiction, in the United States
District Court for the Southern District of Florida.
8. REMEDIES; NO WAIVER. All remedies provided in this Agreement shall be deemed
cumulative and additional, and not in lieu or exclusive of each other or of any other remedy
available to either party, at law or in equity. Each right, power and remedy of the parties
provided in this Agreement shall be cumulative and concurrent and shall be in addition to
every other right, power or remedy provided for in this Agreement or now or hereafter existing
at law or in equity or by statute or otherwise. The failure of either party to insist upon
compliance by the other party with any obligation, or exercise any remedy, does not waive
the right to do so in the event of a continuing or subsequent delinquency or default. A party's
waiver of one or more defaults does not constitute a waver of any other delinquency or
default. If any legal action or other proceeding is brought for the enforcement of this
Agreement or because of an alleged dispute, breach, default, or misrepresentation in
connection with any provisions of this Agreement, each party shall bear its own costs.
9. SEVERABILITY. If any term or provision of this Agreement, or the application thereof to
any person or circumstance shall, to any extent, be held invalid or unenforceable for the
remainder of this Agreement, then the application of such term or provision to persons or
circumstances other than those as to which it is held invalid or unenforceable shall not be
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affected, and every other term and provision of this Agreement shall be deemed valid and
enforceable to the extent permitted by law.
10. AVAILABILITY OF FUNDS. The obligations of the County under this Agreement are
subject to the availability of funds lawfully appropriated for its purpose by the Board of County
Commissioners of Indian River County.
11. NO PLEDGE OF CREDIT. The Contractor shall not pledge the County's credit or make
it a guarantor of payment or surety for any contract, debt, obligation, judgment, lien, or any
form of indebtedness.
12. PUBLIC RECORDS. The Contractor shall comply with the provisions of Chapter 119,
Florida Statutes (Public Records Law) in connection with this Agreement.
13. NOTICES. Any notice, request, demand, consent, approval, or other communication
required or permitted by this Agreement shall be given or made in writing and shall be
served, as elected by the party giving such notice, by any of the following methods: (a) Hand
delivery to the other party; (b) Delivery by commercial overnight courier service; or (c) Mailed
by registered or certified mail (postage prepaid), return receipt requested at the addresses of
the parties shown below:
County : Indian River County
Attn: Karen Deigl, Project Manager
C/O Thomas W. Frame, General Services Director
1840 25th Street, Vero Beach, FL 32960-3365
Phone: (772) 770-0935; Facsimile: (772) 778-1896
Copy to:
Joseph A. Baird, County Administrator
184025 th Street, Vero Beach, FL 32960-3365
Phone: (772) 226-1408; Facsimile: (772) 978-1822
Contractor:
Attn: Nina Barrios
MGT of America Inc.
2123 Centre Pointe Blvd.
Tallahassee, FL 32308
Phone: (850) 386-3191 Facsimile: (850) 385-4501
Notices shall be effective when received at the address as specified above. Facsimile
transmission is acceptable notice effective when received, provided, however, that facsimile
transmissions received (i.e., printed) after 5:00 p.m. or on weekends or holidays, will be
deemed received on the next day that is not a weekend day or a holiday. The original of the
notice must additionally be mailed. Either party may change its address, for the purposes of
this section, by written notice to the other party given in accordance with the provisions of this
section.
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14. SURVIVAL. Except as otherwise expressly provided herein, each obligation in this
Agreement to be performed by Contractor shall survive the termination or expiration of this
Agreement.
15. CONSTRUCTION. The headings of the sections of this Agreement are for the purpose of
convenience only, and shall not be deemed to expand, limit, or modify the provisions
contained in such Sections. All pronouns and any variations thereof shall be deemed to refer
to the masculine, feminine or neuter, singular or plural, as the identity of the party or parties
may require. The parties hereby acknowledge and agree that each was properly represented
by counsel and this Agreement was negotiated and drafted at arm's-length so that the judicial
rule of construction to the effect that a legal document shall be construed against the
draftsperson shall be inapplicable to this Agreement
16. COUNTERPARTS. This Agreement may be executed in one or more counterparts, each
of which shall be deemed to be an original copy and all of which shall constitute but one and
the same instrument.
17. GENERAL. The Background Recitals are true and correct and form a material part of this
Agreement.
IN WITNESS WHEREOF, the County and the Contractor have caused this Agreement
to be executed in their respective names as of the date first set forth above.
MGT OF AMERICA, INCORPORATED INDIAN RIVER COUNTY
Contactor Board of County Commissioners
By:
B
LixA� A-3-
Printed name: JERRY czEsrA Chair a „ , rttu : Neuberger
Witness: Attest: J. K. Barton, clerk 00
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By: By:
Dep`dtva Cletk
Printed name: gTppgpw F_ HTMPHRRy_ .TR ''
Approved by BCC. �a�,ry 3, .2oa6
Appr7B .
orm and legal sufficiency:
Indian River C proved Date n E. Fe , Assista Coun Attorney
Administration 1 � b
Legal
Budget
Approved:
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Department �� By.
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Risk Mgt. „_1�n oseph A. Baird, County Administrator
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EXHIBIT A
SCOPE OF SERVICES
MGT of America, Inc., as Contractor hereunder, is to conduct a comprehensive assessment of social,
health and public safety services in Indian River County. MGT of America, Inc., will review available
local data, gather additional needed data, and prepare an assessment. The assessment will include an
executive summary, an asset mapping section specifying the location of population and available
services, as well as a gap analysis, a priority listing of needed services, and a guided, comprehensive,
implementation plan. The implementation plan shall include a timeline for specified deliverables, with
specific action steps. MGT of America, Inc., as Contractor hereunder, shall conduct a workshop to
present the findings and detail the strategies recommended in the implementation plan.
WORK SUMMARY & APPROACH
MGT of America, Inc., as Contractor hereunder, and SRA Research Group, Inc. (SRA) formerly
Sunbelt Research Associates, Inc., have partnered to develop this work summary and approach in
response to the Request for Qualifications (RFQ) #2006019. The RFQ was issued by the Indian River
County Board of County Commissioners of behalf of the Children's Services Council of Indian River
County to develop "A Progress Report on the State of the Social, Health, and Public Safety Services in
Indian River County." In the sections that follow, is the methodology to accomplish the County's
requirements. First, the overall approach is described, and then a detailed work plan for developing the
report is presented.
The overall objective for the project is to:
Identify the social, health and public safety needs of Indian River County, and to
develop a guided, comprehensive implementation plan to assist in delivering effective
social, health, and public safety services in the future.
Specific project objectives include:
■ Describe the existing environment by compiling data relating to social, health, and
public safety services,
■ Collect information from surveys and focus groups concerning needed services;
■ Identify gaps in services and underserved areas;
■ Compile a comprehensive assessment of quantitative and qualitative data to allow
informed decision-making about plans for future services;
■ Present a draft comprehensive assessment and five-year implementation plan for
comment by interested partners
■ Develop a final comprehensive assessment report and implementation plan
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The questions to be addressed by the project will be identified through discussion with the Project
Manager during the initiation phase of the Agreement. Questions may include:
■ What are the assets of Indian River County in terms of services that are available to the
children and families in the areas of prenatal care, health care, mental health care, nutritional
assistance, family planning, child care, education, transportation, job placement and training,
delinquency and juvenile justice, child protection, recreational services, and public safety? For
what children and families are the services targeted? Within the services, how many"units" of
service are available?
■ What service needs are reported by local residents? Are families accessing services in
surrounding counties due to lack of availability of needed services within Indian River
County?
■ Are available services located appropriately to meet the needs of the children and families for
whom they are targeted? Where are underserved areas located?
■ Where are the gaps in needed services, in terms of location, hours of operation, and quantity?
■ What is the demographic picture of the population Indian River County in terms of age, race,
ethnicity, family composition, and socioeconomic status? What is the age distribution of
Indian River County's children?
■ What is the geographic distribution of each these population categories within the county, by
ZIP code or census tract?
■ How many births occur in the county and what is the growth trend in each
age/ethnicity/socioeconomic category?
■ What are the needs of Indian River County's children and families as reflected in indicators
relating to health, safety and security, education, family life, and neighborhood conditions and
as described by consumers and stakeholders?
■ What are the priorities for services to be developed or expanded over the next five years?
In order to address these questions or others that might be identified by the Project Manager and the
Council, and to accomplish the work outlined in the RFQ, seven major tasks are proposed. The seven
project tasks are as follows:
• Task 1: Analysis of Existing Environment
• Task 2: Draft Needs Assessment Report
• Task 3: Meeting with Interested Partners
• Task 4: Final Needs Assessment Report
• Task S: Draft Implementation Plan
• Task 6: Meeting with Interested Partners
• Task 7: Final Implementation Plan and Presentation
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EXHIBIT B
TIME LINE
PROPOSED TIME LINE
427JAN. FEB. MAR. APRIL MAY JUN
WORK TASKS 3T10 17 24 3 110117124131 7 14 21 28 5 12 19 26 2 9
Task l: Analysis of Existing Environment
Finalize study parameters&collect existing information
Deliverable 1 Develop data collection instruments
Deliverable 2 Service Inventory
Deliverable 3 Collection of Indicator Data
Deliverable 4 Initial Findings of Ciommunity Survey
Deliverable 5 Completed Community Survey
Deliverable 6 Submittal and approval of Screener&Discussion Guide
Deliverable 7 Complete focus groups and submit profiles
Deliverable 8 Focus group reports and transcripts
Task 2: Draft Needs Assessment Report
Deliverable 9 Compile draft needs assessment report
Committee review
Task 3: Stakeholder Meeting 1 .
Task 4: Final Needs Assessment Report
Revisions to report as needed
Deliverable 10 Provide final report to Committee
Task 5: Draft Implementation Plan
Committee input to initiate plan
Deliverable 11 Compile draft plan
Committee review
Task 6: Stakeholder Meeting 2
Task 7: Final Implementation Plan and Presentation
Deliverable 12 Prepare final draft of plan
Committee review
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EXHIBIT C
INSURANCE REQUIREMENTS:
A. The Contractor shall be required to furnish evidence of insurance(s) to the County as
set forth below:
a) Workers' Compensation and Employer's Liability Insurance. Statutory requirements for
Workers' Compensation and Employer's Liability Insurance of $100,000 each accident,
$500,000 disease policy limit, and $100,000 per occurrence.
b) Business Automobile Insurance. This coverage will include owned, hired, and non-owned
vehicles at a minimum combined single limit of$100,000.
c) General Liability Insurance. Commercial General Liability coverage, including contractual
liability and independent contractor, with a minimum combined single limit of$100,000 per
occurrence.
d) Professional Liability. Professional Liability Insurance at a minimum limit of$500,000.
B. Consultant agrees to provide the insurance written by a carrier licensed to do business in the
State of Florida. To the extent available, the policy shall be an occurrence form, not a claims-made
policy. The insurance company selected shall be rated A-VII or better, per the Best's Key Rating
Guide.
C. A Certificate of Insurance shall be provided to the Risk Manager for review and approval prior
to award of any Contract or Agreement. The Certificate shall provide for Indian River County to be
named as an additional insured for work under this Agreement.
D. The County shall be given 30 days prior written notification of Consultant's intent to cancel or
modify any required insurance.
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EXHIBIT B
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� Continued
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PAYMENT SCHEDULE
BY TASK
TOTAL
WORK TASKS TASK AMOUNT
Task 1: Analysis of Existing Environment
Collection of quantitative data from state and county data bases $ 10,480
Collection of qualitative data from surveys and focus groups $ 35,015
Task 2: Draft Needs Assessment Report $ 11,240
Task 3: Meeting with Interested Partners $ 4,935
Task 4: Final Needs Assessment Report $ 8,860
Task 5: Draft Implementation Plan $ 10,490
Task 6: Meeting with Interested Partners $ 4,935
Task 7: Final Implementation Plan and Presentation $ 11,045
TOTAL $ 97,000
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