HomeMy WebLinkAbout2022-237Agreement
This Agreement for Consulting Services ("Agreement"), is entered into as of this 15`h day of November,
2022, by and between INDIAN RIVER COUNTY SOLID WASTE DISPOSAL DISTRICT, a Political Subdivision of
the State of Florida organized and existing under the Laws of the State of Florida, (hereinafter called SWDD)
and Kessler Consulting, Inc. (hereinafter called CONSULTANT). SWDD and CONSULTANT, in consideration of
the mutual covenants hereinafter set forth, agree as follows:
BACKGROUND RECITALS
A. SWDD has requested the services of CONSULTANT for Franchise Collection Procurement Assistance.
B. CONSULTANT has provided Scope of Work for the services (attached as Exhibit A), and summarized
in the following table.
TASK
DESCRIPTION
AMOUNT
Task 1
Procurement Strategy and Planning
$19,890
Task 2
Solicitation Development and Sample Agreement
$26,780
Task 3
Pre -Proposal Meeting and Addenda Preparation
$17,560
Task 4
Submittal Review and Presentation of Results
$22,570
Task 5
Negotiations and Contract Finalization
$33,050
TOTAL =
$119,850
C. The CONSULTANT is willing and able to perform the Services for SWDD on the terms and conditions
set forth below; and
D. SWDD and the CONSULTANT wish to enter into this Agreement for the CONSULTANT's Services.
NOW THEREFORE, in accordance with the mutual covenants herein contained and other good and valuable
consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows:
SWDD OBLIGATIONS
1. SWDD shall provide all available information requested by CONSULTANT in a reasonable amount
of time.
2. The CONSULTANT shall not be considered in default for a failure to perform if such failure arises
out of causes reasonably beyond the CONSULTANT's control and through no fault or negligence
of the CONSULTANT. The parties acknowledge that adverse weather conditions, acts of God, or
other unforeseen circumstances of a similar nature, may necessitate modifications to this
Agreement. If such conditions and circumstances do in fact occur, then SWDD and CONSULTANT
shall mutually agree, in writing, to the modifications to be made to this Agreement.
CONSULTANT RESPONSIBILITIES
1. The CONSULTANT agrees to perform all necessary Services in connection with the work.
2. The CONSULTANT will endeavor not to duplicate any previous work completed.
3. The CONSULTANT agrees to complete the Project within the time frame specified in Exhibit A.
4. The CONSULTANT will maintain an adequate staff of qualified personnel.
5. The CONSULTANT will comply with all present and future federal, state, and local laws, rules,
regulations, policies, codes, and guidelines applicable to the Services performed under this
Agreement.
6. The CONSULTANT shall not assign or transfer any work under this Agreement without the prior
written consent of SWDD.
7. CONSULTANT is registered with and will use the Department of Homeland Security's E -Verify
system (www.e-verify.gov) to confirm the employment eligibility of all newly hired employees
for the duration of this agreement, as required by Section 448.095, F.S. Consultant is also
responsible for obtaining proof of E -Verify registration and utilization for all subconsultants.
TERM; DURATION OF AGREEMENT
This Agreement shall commence on November 15, 2022, and remain in full force and effect until
September 30, 2025.
COMPENSATION AND PAYMENT
1. SWDD shall pay CONSULTANT for completion of work, at the prices stated in Exhibit A. Invoices shall
be prepared and submitted monthly.
2. All payments for services shall be made to the CONSULTANT by SWDD, in accordance with the
Florida Prompt Payment Act, as may be amended from time to time (Section 218.70, Florida
Statutes, et seq. ).
TERMINATION
1. This Agreement may be terminated for convenience at any time by either Party, provided the
requesting Party provides the other with 30 days written notice. If either Party fails to perform any
of its duties or obligation or shall violate any of the prohibitions imposed upon it under this
Agreement, or shall be dissolved or be adjudged bankrupt or shall have a petition in bankruptcy filed
against it, or shall make a general assignment for the benefit of creditors, or if a receiver shall be
appointed for a Party, the other Party may terminate this Agreement, without prejudice to any other
rights or claims which it may have under this Agreement, on written notice to the other Party and
fifteen (15) business days opportunity to cure such breach. In any event, SWDD shall pay all fees due
and expenses incurred for Services rendered through the date of termination.
2. In the event of termination of this Agreement, the CONSULTANT agrees to surrender any and all
documents prepared by the CONSULTANT for SWDD in connection with this Agreement.
3. CONSULTANT certifies that it and those related entities of consultant as defined by Florida law
are not on the Scrutinized Companies that Boycott Israel List, created pursuant to s. 215.4725 of
the Florida Statutes, and are not engaged in a boycott of Israel. SWDD may terminate this
Contract if CONSULTANT, including all wholly owned subsidiaries, majority-owned subsidiaries,
and parent companies that exist for the purpose of making profit is found to have been placed
on the Scrutinized Companies that Boycott Israel List or is engaged in a boycott of Israel as set
forth in section 215.4725, Florida Statutes.
MISCELLANEOUS
1. CONSULTANT shall indemnify and hold harmless the SWDD, and its officers and employees, from
liabilities, damages, losses and costs, including, but not limited to, reasonable attorney's fees, to the
extent caused by the negligence, recklessness, or intentional wrongful misconduct of the
CONSULTANT and persons employed or utilized by the CONSULTANT in the performance of the
Work.
2
2. Any provision or part of the Contract Documents held to be void or unenforceable under any Law
or Regulation shall be deemed stricken, and all remaining provisions shall continue to be valid and
binding upon SWDD and CONSULTANT, who agree that the Contract Documents shall be reformed
to replace such stricken provision or part thereof with a valid and enforceable provision that comes
as dose as possible to expressing the intention of the stricken provision.
3. This Agreement shall be governed by 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 a federal jurisdiction, in the United States
District Court for the Southern District of Florida.
4. Indian River County SWDD is a public agency subject to Chapter 119, Florida Statutes. The
CONSULTANT shall comply with Florida's Public Records Law. Specifically, the CONSULTANT shall:
(1) Keep and maintain public records required by the SWDD to perform the service.
(2) Upon request from the SWDD's Custodian of Public Records, provide the SWDD 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 in Chapter 119 or as otherwise provided by
law.
(3) Ensure that 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 CONSULTANT does not transfer
the records to the SWDD.
(4) Upon completion of the contract, transfer, at no cost, to the SWDD all public records in
possession of the CONSULTANT or keep and maintain public records required by SWDD to
perform the service. If the CONSULTANT transfers all public records to SWDD upon completion of
the contract, the CONSULTANT shall destroy any duplicate public records that are exempt or
confidential and exempt from public records disclosure requirements. If the CONSULTANT keeps
and maintains public records upon completion of the contract, the CONSULTANT shall meet all
applicable requirements for retaining public records. All records stored electronically must be
provided to SWDD, upon request from the Custodian of Public Records, in a format that is
compatible with the information technology systems of SWDD.
IF THE CONSULTANT HAS QUESTIONS REGARDING THE APPLICATION OF
CHAPTER 119, FLORIDA STATUTES, TO THE CONSULTANT'S DUTY TO PROVIDE
PUBLIC RECORDS RELATING TO THIS CONTRACT, CONTACT THE CUSTODIAN OF
PUBLIC RECORDS AT:
(772) 226-1424
publicrecords@ircgov.com
Indian River County Office of the County Attorney
1801 271 Street
Vero Beach, FL 32960
(5) Failure of the CONSULTANT to comply with these requirements shall be a material breach
of this Agreement.
3
IN WITNESS WHEREOF, SWDD and CONSULTANT have signed this Agreement in duplicate. One counterpart
each has been delivered to SWDD and CONSULTANT. All portions of the Contract Documents have been
signed or identified by SWDD and CONSULTANT or on their behalf.
.•.�y G061M/cgs°•
INDIAN RIVER COUNTY SWDD: ; oJ�'• ' /0"✓F' CONSULTA
By:
Pe D.O'Brya rman <o�•. 1,s.o� Mitch Kessler, President, Kessler Consulting, Inc.
L9�✓FR COU1l1'� �',.,.°Lonsulrt��,
APPROVED AS TO FORM AND LEGAL SUFFICIENCY:
By:
Dylakeingold, County Attorney
Jeffrey R. Smith, Clerk of Court and Comptroller
Attest: lLbjl-fL�4��
Deputy Clerk
(SEAL)
Designated Representative:
Himanshu Mehta, Managing Director
1325 7e Ave SW
Vero Beach, FL 32968
(772) 226-3211
hmehta@ircgov.com
4
(CORPORATE SEAL)
SEAL
Attest
%����`►
Designated Representative:
Mitch Kessler, President
14620 N. Nebraska Ave, Building D
Tampa, FL 33613
(813` 971-8333
mk@kesconsult.com
(if CONSULTANT is a corporation or a partnership,
attach evidence of authority to sign.)
Exhibit A — Scope of Work and Price
uctooer zb, LULL
Himanshu Mehta transmitted electronically
SWDD Director
Indian River County
1325 74" Avenue, SW
Vero Beach, FL 32968
Re: Franchise Collection Procurement Assistance
KCI Project Number: 99-90.00
kessler consulting inc.
innovative waste solutions
As requested, Kessler Consulting, Inc. (KCI) is pleased to provide this proposed scope of work to assist
Indian River County (County) Solid Waste Disposal District (SWDD) in their procurement process for
residential and commercial solid waste and recycling collection services.
Background
In 2014-2015, KCI assisted the County in establishing an exclusive, franchise agreement with WM for
providing weekly curbside collection of solid waste, recycling, and yard waste in the unincorporated area
with an option for also servicing the City of Fellsmere. The original agreement expired September 30,
2022. The term was extended three years to September 30, 2025. The County now seeks consulting
services to assist in the planning, solicitation development, proposal review, and the negotiation/
contract finalization process of procuring a new franchisee. While not included within this scope, should
the County later seek additional support during the transition of service providers, KCI would be happy
to discuss potential tasks.
Scope of Work
Task 1 — ProcurementStrategy and Planning
Purpose: Develop a clear understanding of the County's goals and objectives regarding the
procurement process by understanding the current collection system, as well as any associated
challenges. This may include the involvement of stakeholders from across multiple County
departments at the project kick-off, as well as representatives from any municipalities participating in
the solicitation.
Work Activities:
Review relevant County data from previous project and research work. If necessary, submit an
information request for any additional collection system data needs. This may include, but not
be limited to, all franchise agreement amendments, tonnage data throughout the term of the
agreement, current service fees, performance reports, any administrative charges assessed
14620 N. itiLBkASI<A AVi: BLILNG D I TAMPA, (=L 1336-1.13 1 8:1.3.97:1..8333 ( KE:SC NSULT.Cl)ivl
kessler consulting inc.
Solid Waste and Recycling Collection Consulting Services 1 10/28/22 l Page 2 of 6 innovative waste solutions
during the term of the agreement, and policy directives/initiatives/goals relevant to the
system.
Conduct a strategic, kick-off meeting with SWDD to clearly define the County's procurement
objective, develop an understanding of the project approach and schedule, and clarify staff
questions on the procurement process. This meeting may include representatives from
Purchasing, Legal and Code Enforcement Divisions as well as participating municipalities.
Prepare tabular summary of the County's existing system and fundamental procurement
process options (e.g., procurement method, service levels, cart supply and distribution,
technology requirements, service monitoring requirements, etc.) to expedite strategic
planning.
4. In coordination with SWDD, develop a "working" procurement timeline that will be updated as
the project progresses.
Deliverables:
✓ Project initiation and coordination
✓ Information Request and review of County provided documents
✓ Kick-off meeting with County staff and municipalities
✓ Procurement process summary or matrix
✓ Procurement timeline
Task 2 —Solicitation Development and Sample Agreement
Purpose: Developing a clear Request for Proposals (RFP) or other solicitation document is critical to
receiving comparable proposals. KCI will assist in developing an RFP and sample agreement that meets
the needs and objectives of the County as defined in Task 1. KCI recommends that a sample agreement
be included as part of the solicitation to ensure potential vendors understand the service standards and
agreement terms they will be expected to meet. Additionally, providing a sample agreement helps
expedite final negotiations with the top-ranked or selected vendors. Based on KCI experience,
preparing a final solicitation package is an iterative process requiring approval by technical, legal, and
purchasing staff.
Work Activities:
1. Obtain County templates for RFP and contractual agreements, if applicable.
2. Based on information and resulting County guidance from Task 1, develop draft RFP package.
KCI will work with SWDD to refine sections necessary for a successful procurement. These may
include, but not be limited to background information, scope of services, technical specifications
or requirements for services, minimum qualifications, evaluation criteria, reference forms, and
price forms.
3. Develop a sample agreement for inclusion in the solicitation package.
4. Review and discuss up to two, combined rounds of comments and revisions on the RFP and
sample agreement from County staff and participate in up to three virtual calls.
5. Work interactively with County staff, including the Purchasing Division and legal counsel to
revise and finalize the solicitation package for advertising through a maximum of three drafts.
Prepare a list of potential vendors to be notified of the solicitation publication.
Solid Waste and Recycling Collection Consulting Services 1 10/28/22 1 Page 3 of 6
Deliverables:
✓ Obtain templates, as applicable
• Draft solicitation package in MS Word format (up to three drafts)
✓ Virtual calls to discuss combined County comments (up to two calls)
✓ Final solicitation package, in MS Word format
✓ List of potential vendors
Tosk 3 — Pre -Proposal Meeting and Addenda Preparation
kessler consulting inc.
innovative waste solutions
Purpose: To ensure accuracy and high-quality proposals, KCI will participate in the pre -proposal
meeting and provide technical guidance and addenda support to the County, as requested.
Work Activities:
1. Provide technical support and assist in responding to questions during a pre -proposal meeting.
2. Review any written questions or comments received from vendors regarding the RFP.
3. Assist in drafting necessary addenda in response to vendor questions.
Deliverables:
✓ Participate on-site in pre -proposal meeting
Participate in up to four virtual meetings or calls to discuss written questions or comments
✓ Addenda preparation, as requested
Task 4 —Submittal Review and Presentation of Results
Purpose: To provide technical advisement to the evaluation committee on received proposals.
Work Activities:
1. Review the technical aspects of up to five proposals and assist in determining whether minimum
technical qualifications have been met, if applicable.
2. Prepare a comparative summary of the financial proposals submitted by the vendors. If pricing
for various service options is requested, a comparative matrix will be developed.
3. Provide technical assistance to the evaluation committee including participation in an evaluation
committee meeting and additional virtual meetings/conference calls, as requested.
4. Assist in presenting the evaluation committee's rankings in a meeting with County
Administration and to the Board of County Commissioners, if requested.
Deliverables:
Proposal review
Price summary matrix
Evaluation committee assistance, as requested
Presentation assistance, as requested
Task 5 — Negotiations and Contract Finalization
Purpose: To provide technical advisement and strategy guidance during the negotiation process. The
level of effort required for this task can be highly variable.
INC Ketp. a 'e t rri. ,i'l 1;
Solid Waste and Recycling Collection Consulting Services 1 10/28/22 1 Page 4 of 6
Work Activities:
kessler consulting inc.
innovative waste solutions
1. Assist with negotiating the final franchise agreement with selected vendor(s), participate in
virtual strategy planning meetings and prepare negotiation strategy notes on vendors, as
needed.
2. Participate in up to four negotiation meetings with each selected vendor.
3. Draft additional agreement language based on results of negotiations, as needed.
4. Assist in presenting the final franchise agreement(s) to County Administration and Board of
County Commissioners in one meeting, upon request.
Deliverables:
✓ Virtual strategy planning meetings and prep notes, as needed
✓ Negotiation meetings with each selected vendor (up to four)
✓ Follow up calls with each selected vendor, as needed
✓ Final agreement language, as needed
✓ Presentations, as requested
Additional Technical Services
In addition to the tasks outlined within the scope, KCI would be happy to discuss assisting the County
with other solid waste technical services that may include:
1, Transition support during the change of collection service providers.
2. Modifications or adjustments to the Generation and Rate Study models.
3, Technical support related to policy decisions on universal service related to the Urban Service
Area boundary.
4. Technical assistance related to Inter -local Agreements on collection and processing of solid
waste, recycling, yard waste, and bulk waste.
Proposed Budget
Based on the variable nature of the scope of services identified herein and the final needs of the County,
KCI proposes to provide the requested work in Tasks 1 — 5 on a time and materials basis for an amount
not to exceed $119,850. The table below provides the budget broken down by task and staff position
hourly rates based upon our current contract with the City of Oakland Park — R-2021-062. This budget
includes all professional fees, overhead, and indirect costs and outlines potential travel. Due to the
unknown nature of Tasks 4 and 5, KCI requests the ability to shift expenses between tasks under the
direction and approval of the SWDD. KCI has included hours in Task 5, reflective of recent negotiation
processes that proved to be more extensive due to changes in the marketplace. As stated earlier, work
will only be invoiced on a time and materials basis. All invoices will be submitted monthly and include
staff hours with a detailed list of work activities completed during the invoice period.
r. r•�i i Rr�< I (t
Solid Waste and Recycling Collection Consulting Services 1 10/28/22 1 Page 5 of 6
Task 5
Negotiations
& Contract
Finalization
kessler consulting inc.
innovative waste solutions
Principal
$210.00
Task 1
Task 2
Task 3
Task 4
72.0
142.01
$29,820
Solicitation
Pre -Proposal
Submittal
96.0
48.0
Procurement
78.0
346.0
$55,360
Staff Position
HOURLY
Strategy &
Development
Meeting &
Review&
40.0
RATE
$24,780
& Sample
Addenda
Presentation
12.0
12.0
Planning
8.0
34.0
$2,550
Admin Support
$65.00
4.0
Agreement
Preparation
of Results
Task 5
Negotiations
& Contract
Finalization
kessler consulting inc.
innovative waste solutions
Principal
$210.00
24.0
14.0
8.0
24.0
72.0
142.01
$29,820
Project Manager
$160.00
64.0
96.0
48.0
60.0
78.0
346.0
$55,360
Consultant 11
$105.00
40.0
66.0
42.0
48.0
40.0
236.0
$24,780
Research Analyst 1
$75.00
2.0
12.0
12.0
0.0
8.0
34.0
$2,550
Admin Support
$65.00
4.0
10.0
6.0
6.0
10.0
36.0
$2,340
SUBTOTAL LABOR HOURS
134.0
198.0
116.0
138.0
208.0
794.0
$114,850
SUBTOTAL LABOR DOLLARS
$19,890
$16,780
$15,060
$20,070
1 $33,050
$114,850
DIRECT COSTS
TRAVEL $2,500 $2,500 $5,000
SUBTOTAL DIRECT COST $0 $0 $2,500 $2,500 $0 $0 $5,000
TOTAL PROJECT BUDGET
LABOR+ DIRECT COST $19,890 $26,780$17,560 $22,570$33,050 $1191850
Proposed Timeline
In KCI's experience the proposed timeline presented in Attachment A will likely evolve as the multi-year
project continues. It should be viewed as a dynamic shifting schedule, to be continually modified in
coordination with County staff. The current draft is based on the County's requested timing, and KCI's
intention of completing the work order at least fourteen months prior to the new franchisee start date
of October 1, 2025. This will allow the County flexibility in their internal operations for providing a
window of additional time, if needed.
Summary
KCI appreciates the opportunity to provide this proposal and looks forward to assisting the County with
this important project. Our goal is to provide the services and support that you need to achieve your
objectives, therefore if you would like to discuss and refine the scope described above, please do not
hesitate to contact me or Bethany Jewell.
Sincerely,
Kessler Consulting, Inc.
A1__
Mitch Kessler
President
Attachments
iR.: scope r:r,, Ccf? jinn , .
Solid Waste and Recycling Collection Consulting Services 1 10/29/22 1 Page 6 of 6
Attachment A
kessler consulting inc.
innovative waste solutions
Legend:
DeEveroble
M=Milestone
F, M r—M M 9 o•
..........
Legend:
DeEveroble
M=Milestone