HomeMy WebLinkAboutI.C.G. of North America Utility Audit Consultant Services Agreement -2009 03 23UTILITY AUDIT
CONSULTANT SERVICES AGREEMENT
THIS CONSULTANT SERVICES AGREEMENT ("Agreement") is entered into this
2 3 rd day of March , 2009, by and between I.C.G. OF NORTH AMERICA, INC., a
Florida corporation ("Consultant"), located at 1551 Winter Springs Boulevard, Winter Springs,
Florida 32708, and THE CITY OF WINTER SPRINGS, a Florida municipal corporation ("City"),
located at 1126 East State Road 434, Winter Springs, Florida 32708.
WITNESSETH:
WHEREAS, given current economic conditions, the City desires to explore methods of
reducing costs; and
WHEREAS, the City desires to engage Consultant to review the City's utility billings for
the purpose of disclosing overcharges due to billing errors.
IN CONSIDERATION of the mutual covenants and provisions hereof, and other good and
valuable consideration, the receipt and sufficiency all of which is hereby acknowledged, the parties
desiring to be legally bound do hereby agree as follows:
1.0 Recitals. The foregoing recitals are true and correct and are hereby incorporated herein by
this reference.
2.0 En~a~ement. The City hereby engages the Consultant and the Consultant agrees to perform
the services outlined in this Agreement for the stated fee arrangement. No prior or present
agreements or representations shall be binding upon any party hereto unless incorporated in this
Agreement.
3.0 Term; Termination.
3.1 Term. This Agreement shall become effective upon execution by both parties hereto
and shall remain in effect until terminated by either party pursuant to the terms of this
Agreement.
3.2 Termination. Either party may terminate this Agreement at any time, without penalty,
by providing at least ten (10) days written notice of termination to the other party. The City
shall pay Consultant for all fees due and owing on the date of termination and shall pay
Consultant any fees recovered by this City after the date of termination if those fees are
recovered by the City as a direct result of Consultant's services provided to the City under
this Agreement.
CONSULTANT SERVICES AGREEMENT
City of Winter Springs / I.C.G. of North America, Inc.
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4.0 Scope of Services. In furtherance of Consultant providing utility auditing services to the
City, the City and Consultant agree to the following:
4.1 Consultant shall examine and analyze the City's existing utility bills to identify
existing contractual obligations, current prices, reoccurring standing charges, potential
overcharging or billing anomalies in furtherance of uncovering errors warranting refunds or
credits to the City.
4.2 The City shall provide Consultant with requested copies of its utility bills and shall
sign documents reasonably necessary to secure refunds or credits.
4.3 The City shall provide Consultant with copies of refund and credit statements issued
by the City's utility providers for verification of sums due.
5.0 Compensation. In consideration of Consultant's services to the City, the City agrees to pay
Consultant fifty percent (50%) of any net refund or credit obtained on prior utility bills as a direct
result of Consultant's services provided pursuant to this Agreement. The City shall not reimburse
Consultant for any charges or costs associated with Consultant's provision of services to the City.
As such, Consultant shall not be reimbursed by the City for the cost of telephone calls, facsimile
transmissions, travel expenses, or other like costs of doing business. (This shall not constitute an
exhaustive list.)
There shall be no other compensation due Consultant for the Services provided under this
Agreement, unless specifically agreed to by the City in writing.
6.0 Professionalism. The Consultant shall perform and carry out in a professional manner all
services required to be performed by this Agreement.
7.0 Warranty of Professional Services. The Consultant hereby warrants unto the City that
it has sufficient experience to properly complete the services specified herein or as may be performed
pursuant to this Agreement. In pursuit of any services, the Consultant shall supervise and direct the
services, using its skill and attention and shall enforce strict discipline and good order among its
employees and agents. The Consultant shall comply with all laws, ordinances, rules, regulations,
and lawful orders of any public authority bearing on performance of the services. The Consultant
shall pay all taxes, fees, license fees required by law, including but not limited to occupational fees
and withholding taxes and assume all costs incident to the services.
8.0 Services is a Private Undertaking. With regard to any and all services performed
hereunder, it is specifically understood and agreed to by and between the parties hereto that the
contractual relationship between the City and Consultant is such that the Consultant is an
independent Consultant and is neither an agent nor employee ofthe City. Nothing in this Agreement
shall be interpreted to establish any relationship other than that of an independent Consultant,
CONSULTANT SERVICES AGREEMENT
City of Winter Springs / I.C.G. of North America, Inc.
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between the City, on one hand, and the Consultant, on the other hand, during or after the
performance of the services under this Agreement.
9.0 Indemnification and Hold Harmless. For all services performed pursuant to this
Agreement, Consultant agrees, to the fullest extent permitted by law, to indemnify and hold harmless
the City and its employee, officers, and attorneys from and against all claims, losses, damages,
personal injuries (including but not limited to death) or liability (including reasonable attorney's
fees), directly or indirectly arising from the negligent acts, errors, omissions, intentional or otherwise,
resulting from Consultant's performance of any services provided pursuant to this Agreement.
10.0 Governing Law; Venue. This Agreement shall be governed by the laws of the State of
Florida. Venue of all disputes shall be properly placed in Seminole County, Florida. The parties
agree that the Agreement was consummated in Seminole County, and the site of the services is
Seminole County. If any dispute concerning this Contract arises under Federal law, the venue will
be Orlando, Florida.
11.0 Consultant's Representative. The Consultant shall designate an individual to act as a
representative for the Consultant under this Agreement with the authority to transmit instructions,
receive information, and make or interpret the Consultant's decisions. This person shall be the
Consultant's contract administrator. The Consultant may, from time to time, designate other
individuals or delete individuals with the authority to act for the Consultant under this Agreement
with the authority to transmit instructions, receive information, and make or interpret the
Consultant's decisions. All deletions or designation of individuals to serve as a representative shall
be given by written notice.
12.0 Notices. All notices, demands, requests, instructions, approvals, and claims shall be in
writing. All notices of any type hereunder shall be given by U.S. mail or by hand delivery to an
individual authorized to receive mail for the below listed individuals, all to the following individuals
at the following locations:
TO THE CITY:
Joanne Dalka, Information Services Director
City of Winter Springs
1126 East S.R. 434
Winter Springs, FL 32708
(407) 327- 5975
w/copy to:
Anthony A. Garganese, City Attorney
Brown, Garganese, Weiss, & D'Agresta, P.A.
P.O. Box 2873
Orlando, FL 32802-2873
CONSULTANT SERVICES AGREEMENT
City of Winter Springs / I.C.G. of North America, Inc.
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(407) 425-9566
TO CONSULTANT:
Scott Maine
I.C.G. of North America, Inc.
1551 Winter Springs Blvd.
Winter Springs, FL 23708
(407) 359-7718
Notice shall be deemed to have been given and received on the date the notice is physically received
if given by hand delivery, or if notice is given by first class U.S. mail, postage prepaid, then notice
shall be deemed to have been given upon the date said notice was deposited in the U.S. Mail
addressed in the manner set forth above. Any party hereto by giving notice in the manner set forth
herein may unilaterally change the name of the person to whom notice is to be given or the address
at which notice is to be received.
13.0 Public Record. It is hereby specifically agreed that any record, document, computerized,
information and program, audio or video tape, photograph, or other writing of the Consultant related,
directly or indirectly, to this Agreement and the services provided hereunder, may be deemed to be
a Public Record whether in the possession or control of the City or the Consultant. Said record,
document, computerized information and program, audio or video tape, photograph, or other writing
of the Consultant 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, the Consultant
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 the normal working hours of the Consultant be open and freely exhibited to the City for the
purpose of examination and/or audit.
14.0 Interpretation. Both the City and the Consultant have participated in the drafting of all
parts of this Agreement. As a result, it is the intent of the parties that no portion of this Agreement
shall be interpreted more harshly against either of the parties as the drafter.
15.0 Modification of Agreement. This Agreement shall not be modified or amended except by
written agreement duly executed by both parties hereto (or their successors or assigns) and approved
by the City.
16.0 Severability. If a word, sentence, phrase, clause or paragraph herein shall be declared
illegal, unenforceable, or unconstitutional, the said word, sentence, phrase, clause or paragraph shall
be severed from this Agreement, and this Agreement shall be read as if said illegal, unenforceable,
or unconstitutional word, sentence, phrase, clause or paragraph did not exist.
17.0 Additional Assurances. The Consultant certifies that:
CONSULTANT SERVICES AGREEMENT
City of Winter Springs / I.C.G. of North America, Inc.
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17.1 No principal (which includes officers, directors, or executive) or individual holding
a professional license and performing services under this Agreement is presently debarred,
suspended, proposed for debarment, declared ineligible or voluntarily excluded from
participation in any services required by this Agreement by any Federal, State, or local
governmental commission, department, corporation, subdivision, or agency;
17.2 No principal (which includes officers, directors, or executive) or individual holding
a professional license and performing services under this Agreement, employee, or agent has
employed or otherwise provided compensation to, any employee or officer of the City; and
17.3 No principal (which includes officers, directors, or executive) or individual holding
a professional license and performing services under this Agreement, employee or agent has
willfully offered an employee or officer of the City any pecuniary or other benefit with the
intent to influence the employee or officer's official action or judgment.
18.0 Attorne, 's Fees. Should any litigation arise concerning this Agreement between the parties
hereto, the parties agree to bear their own costs and attorney's fees.
19.0 Entire Agreement. This Agreement represents the entire and integrated Agreement
between the parties and supersedes all prior negotiations, representations, or Agreements, either oral
or written, and all such matters shall be deemed merged into this Agreement.
20.0 Sovereign Immunity. Notwithstanding any other provision set forth in this Agreement,
nothing contained in this Agreement shall be construed as a waiver of the City's right to sovereign
immunity under section 768.28, Florida Statutes, or other limitations imposed on the City's potential
liability under state or federal law. As such, the City shall not be liable under this Agreement for
punitive damages or interest for the period before judgment. Further, the City shall not be liable for
any claim or judgment, or portion thereof, to any one person for more than one hundred thousand
dollars ($100,000.00), or any claim or judgment, or portion thereof, which, when totaled with all
other claims or judgments paid by the State or its agencies and subdivisions arising out of the same
incident or occurrence, exceeds the sum of two hundred thousand dollars ($200,000.00). This
paragraph shall survive termination of this Agreement.
21.0 Assignment. Neither party hereto may assign, convey, or otherwise transfer any of its rights,
obligations or interest herein without the prior written consent of the other party.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed
by their duly authorized representatives as of the date first written above.
[EXECUTION PAGES FOLLOW]
CONSULTANT SERVICES AGREEMENT
City of Winter Springs / I.C.G. of North America, Inc.
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Consultant:
I.C.G. OF NORTH AMERICA INC.,
a Florida corporati n.
~~
Print Name: 5 ~ ;, } ~ hn ~.,
Title: C o.~.~ ~ ~~;,~ ~ 14 ~ c,,,~i-.
COUNTY OF
STATE OF FL RIDA
The foregoing instrume t was duly sworn and executed before me this o7 7`' day of
~~~ILtC~ _ , 2009 by C~Q~ ~~~u ~ , as~vx~l"a~c~ l~ of
I.C.G. of North America, Inc., a Florida corporation, who is ^ personally known to me or C~aho
produced ~~~ ~~ ,~~j,Gycuo,~e Ee ~ as identification.
RlG
otary Public
My COmm1SS1 • Notary Public State of Florida
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~ ~ My Commission OD788883
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CONSULTANT SERVICES AGREEMENT
City of Winter Springs / I.C.G. of North America, Inc.
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City:
CITY OF WINTER SPRINGS,
a Florida municipal corporation.
B ~--~~~
Y• _
evin Smitb, City 1VIan ger
ATTEST:
1~
n orenzo-Luaces, City Clerk
CONSULTANT SERVICES AGREEMENT
City of Winter Springs / I.C.G. of North America, Inc.
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