Loading...
HomeMy WebLinkAboutFlorida League of Cities Consulting Services Telecommunications Cost Recovery Agreement -2009 03 11CONSULTING SERVICES AGREEMENT FOR TELECOMMUNICATIONS COST RECOVERY AND/OR FUTURE SAVINGS THIS CONSULTING SERVICES AGREEMENT ("Agreement"), is entered into this ~_ day of March , 2009, by and between Florida League of Cities, Incorporated, a Florida Non Profit Corporation ("FLC"), and the City of Winter Springs, Florida, a Florida municipal corporation ("City"). WITNESSETH: WHEREAS, given current economic conditions, the City desires to explore methods of reducing costs; and WHEREAS, the City desires to engage FLC to review the City's telecommunications vendor billings for the purpose of disclosing overcharges due to billing errors and/or identifying cost-saving strategies to securing future savings; NOW THEREFORE, in consideration of the mutual promises set forth herein, the parties mutually agree as follows: Engagement; Term; Termination. The City hereby agrees to engage FLC and FLC hereby agrees to perform the services outlined in this Agreement ("Services"). When used in this Agreement, the term "FLC" shall include FLC and its agents, officers, subcontractors, and employees. The City hereby acknowledges and agrees that FLC will utilize CostChecks Auditing Services, LLC, a Florida limited liability company ("CostChecks") as a subcontractor to provide some of the Services required by this Agreement and that FLC may utilize one or more additional third parties to assist in providing such Services. This Agreement shall commence upon full execution by both parties hereto and shall automatically terminate on September 30, 2009. Either party hereto may terminate this Agreement, with or without cause, upon thirty (30) days written notice to the other party. The City shall pay FLC for any fees due and owing under this Agreement on the date of termination. FLC shall cease the performance of Services on the effective date of termination. 2. Scope of Services. FLC shall review the City's telecommunications billings to find sensible ways to reduce costs, such as identifying past and/or current overcharges, and shall propose cost-savings actions or strategies to the City. Upon finding any overcharges, FLC shall work with the City, providing the requisite information to help the City secure a reasonable and appropriate refund or credit for past overcharges, as well as a correction of current charges from the vendor(s). During the course of performing the Services, FLC shall use those audit measures it deems necessary and appropriate under the circumstances. The parties agree that a review by FLC, however diligent that review may be, cannot serve as a guarantee that all billing errors have been discovered or that all possible cost-saving strategies have been uncovered and proposed to the City. The City and FLC therefore agree that FLC will not be liable for undiscovered billing errors or cost-saving strategies. A signed Letter of Authorization must accompany this Agreement on the City's letterhead, which enables FLC to obtain vendor records pertaining to the Services to be performed under this Agreement. 3. Time of Performance. FLC's Services shall commence within 30 days of execution of this Agreement by both parties. Initial performance of the Services usually consists of filing Letters of Authorization with appropriate vendors and obtaining Customer Service Records, when necessary. FLC shall perform and complete the Services as expeditiously as reasonably possible under the circumstances. Both parties recognize that delays by vendors and other obstacles may, from time to time, impede FLC from completing the Services as quickly as it would intend. 4. Public Record. It is hereby specifically agreed that any record, document, computerized information and program, audio or video tape, photograph, or other writing of FLC related, directly or indirectly, to this Agreement, may be deemed to be a Public Record whether in the possession or control of the City or FLC. Said record, document, computerized information and program, audio or video tape, photograph, or other writing of FLC is subject to the provisions of Chapter 119, Florida Statutes, and may not be destroyed without the specific written approval of the City. Upon request by the City, FLC shall promptly supply copies of said public records to the City. All books, cards, registers, receipts, documents, and other papers in connection with this Agreement shall at any and all reasonable times during normal business hours of FLC be open and freely exhibited to the City for the purpose of examination and/or audit. 5. Compensation. The City agrees to pay FLC forty-five percent (45%) of any refund or credit it receives as a result of FLC's Services. The fee for refunds or credits is payable within 30 days of the City receiving FLC's invoice, which shall be issued subsequent to the City's receipt of the refund or credit. The City also agrees to pay FLC forty-five percent (45%) of any monthly savings achieved as a direct result of FLC's Services for a period of twelve (12) months. Such savings shall be clearly documented in writing and may include, but are not limited to, cost reductions resulting from the correction of billing errors, rate or classification changes, changes in contract terms, changes in network configuration, and elimination of unwanted services. If the City incurs additional expenses in implementing any FLC proposal, the City will not be required to pay FLC until the City first achieves an accrued cost-savings equal to the estimated cost of such implementation costs. Thereafter, the twelve (12) month billing period referenced hereinabove shall begin. To avoid unnecessary bookkeeping, and for the mutual convenience of the City and FLC, any item of future savings which generates fees of twelve hundred dollars ($1,200.00) or less will be payable in its entirety at the beginning of the 12-month period rather than in monthly increments throughout the 12-month term. The proposals presented to the City by FLC are meant to be sensible and beneficial. The parties agree that the City is in the best position to judge those qualities of acost-saving proposal. Accordingly, the City is under absolutely no obligation to implement any proposal submitted by FLC and agrees to accept or reject any proposal, in writing, within a reasonable time (not to exceed 45 days). If the City rejects any proposal, the City owes no fee to FLC for any savings that would 2 have resulted from the rejected proposal. If, however, the City implements the rejected proposal within eighteen (18) months of the written rejection, it agrees to pay FLC its full fee as stated above. Any debits or charges to the City for past under-billings and/or any increases in future costs resulting from current or past under-billings will not be deducted from any fee as defined above. During the period of this Agreement, should any in-house review, City action, or any other vendor, business, or entity conduct a similar analysis or audit, FLC shall remain entitled to the above- stated fees for refunds, credits, or cost-savings realized by the City as a direct result of the Services performed by FLC as provided herein. Upon termination of this Agreement, if any amounts owing to FLC remain unpaid, or if an issue initiated or recommended by FLC remains unresolved, the City agrees to compensate FLC as described above with regard to the unpaid amounts, as well as to the resolution of such issue. This provision is intended to allow for unavoidable delays caused either by the City, telecom vendors, or regulatory and legal agencies which are outside of FLC's control. 6. Method of payment. FLC will compute fees as outlined in this Agreement and submit invoices to the City reflecting the amount due. The City agrees to pay all correct invoices within 30 days of receipt. All invoices not paid within 30 days of the invoice date will be subject to a monthly interest charge of one and one-half percent (1 '/z %) of the unpaid balance. 7. Changes. Any changes to this Agreement must be incorporated into a written amendment and signed by both parties. 8. Principal-Independent Contractor. The relationship of FLC to the City shall be that of an independent contractor. No other employer-employee relationship between the parties is created by this Agreement. By entering into this Agreement with the City, FLC and the City acknowledge that FLC will, in the performance of Services under this Agreement, be acting as an independent contractor and that no officer, independent contractor or employee of FLC or the City will be for any purpose an employee of the other and that no officer, independent contractor, employee of FLC is entitled to any of the benefits and privileges of a City employee or officer under any provision of Florida law. 9. Services and Materials to be Furnished by the City. The City agrees to make available to FLC copies of bills, contracts, and other such materials as may be reasonably requested to carry out the duties of this contract in an excellent manner. FLC may make reasonable requests for a temporary work space or for the periodic assistance of an employee. Since the City wishes for FLC to be successful in its efforts, it agrees to fulfill such requests to the extent it can reasonably do so. 10. Indemnification. Each party shall be responsible, in accordance with Florida law, for its own acts, and will be responsible for all damages, costs, fees, and expenses which arise out of the performance of this Agreement which are due to that party's own negligence, tortious acts and other unlawful conduct and the negligence, tortious acts and other unlawful conduct of its respective agents, officers, subcontractors and employees. In the absence of negligence, tortious acts and other unlawful conduct in FLC's performance hereunder, the City shall, to the extent permitted under Florida law, defend, indemnify and hold FLC free and harmless from and against 3 any claims, demands, or action brought by third parties which are related in any way to the City's implementation of FLC proposals. 11. Limitations of Liability. The City agrees that FLC's total aggregate limit of liability to the City hereunder (whether contract, statutory, in tort, or otherwise) for damages on any one or more or all claims (regardless of the number of different or other claims, claimants, or occurrences) shall not exceed the total of professional fees paid under this contract. The City agrees that FLC shall not be liable to the City for any indirect, incidental, special, or consequential damages, any lost profits or any claim or demand against the City by any other party, arising out of or in connection with the performance of services hereunder. 12. Matters to be Disregarded. The titles of the several sections, subsections, and paragraphs set forth in this contact are inserted for convenience of reference only and shall be disregarded in construing or interpreting any of the provisions of this contract. 13. Completeness of Contract. This Agreement and any additional or supplementary document or documents incorporated herein by specific reference contain all the terms and conditions agreed upon by the parties hereto, and no other agreements, oral or otherwise, regarding the subject matter of this Agreement or any part thereof shall have any validity or bind any of the parties hereto. 14. Applicable Law; Venue. This Agreement shall be governed by and construed in accordance with the laws of the State of Florida. The parties agree that any dispute arising out of this Agreement shall have venue exclusively in Seminole County for any state court action and Orlando, Florida for any federal court action. 15. Notices. Any notices, bills, invoices, or reports required by this contract shall be sufficient if sent by the parties in the United States mail, postage paid, to the address shown below: Joanne Dalka, Information Services Director Ken Small, Technical Services Manager City of Winter Springs Florida League of Cities 1126 E. State Road 434 P.O. Box 1757 Winter Springs, FL 32708 Tallahassee, FL 32302-1757 (407) 327-5975 IN WITNESS WHEREOF, the City and FLC have executed this contract as of the date first written above. CITY OF WINTER SPRINGS, FLORIDA A Florida Municipal Corporation. By: Sevin L. ith City Manager Date: March 11, 2009 FLORIDA LEAGUE OF CITIES, INCORPORATED A Florida Not-for-Profit Corporation. n Title:l ~~~,1~ r 1 zY~, Date: 4