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HomeMy Public PortalAboutKessler Consulting, Inc. 11/2018KESSLER CONSULTING, INC. Contract for Professional Services KCI Project No. Short Title: Solid Waste Collection Contract Negotiation THIS AGREEMENT (the "Agreement") is made and entered into on November 21, 2018, by and between Kessler Consulting, Inc.(hereinafter referred to as "KCI,") and the Town of Gulf Stream FL (hereinafter referred to as the "Town,"), on the terms and conditions set forth below. KCI: Kessler Consulting Inc. Town: Town of Gulf Stream, FL Contact: Mitch Kessler Contact: Greg Dunham Address: 14620 North Nebraska Ave, Bldg. D Address: 100 Sea Road Tampa, FL 33613 USA Gulf Stream, FL 33483 Telephone: 813-971-8333 Telephone: (561) 276-5116 Fax: 813-971-8582 Fax: (561)737-0188 E -Mail: mkAkesconsult.com E -Mail: OunhamO)gulf-stream.org In consideration of the mutual benefits and covenants set forth in this Agreement, the parties hereto hereby covenant and agree as follows: SERVICES: For and in consideration of the full and timely payment by the Town of the compensation set forth below, KCI shall provide the following services (the "Services") to the Town, subject to the other terms and conditions set forth in this Agreement: See "Attachment A," "Scope of Services," which is attached hereto and incorporated herein by reference. The Services to be provided may be changed by the mutual agreement of the parties hereto. The Town shall promptly provide KCI with any and all documents and information needed by KCI to provide the Services. It is expressly agreed that KCI is an independent contractor of the Town. KCI shall have no obligation to perform or provide any services other than those expressly set forth in "Attachment A" unless mutually agreed to by both parties. KCI shall have no obligation to perform the Services at any particular location except as expressly set forth in "Attachment A." 2. COMPLETION DATE: The Services to be provided by KCI shall be provided to the Town in accordance with the timeline set forth in "Attachment A" unless otherwise mutually agreed to by the Town and KCI, unless delayed due to an act of God or any other event out of the sole control of KCI, or unless the Town defaults under or breaches this Agreement. 3. COMPENSATION AND REIMBURSEMENT: The compensation to be paid by the Town to KCI for providing the Services shall be as set forth in "Attachment A," "Scope of Services," which is attached hereto and incorporated herein as part of this Agreement. 4. DURATION: This Agreement shall remain in effect until the earlier of. (a) the completion of the Services by KCI; (b) the mutual agreement of the parties hereto; or (c) the termination of this Agreement by either party hereto by giving the other party not less than thirty (30) days prior written notice of its intent to terminate. Notwithstanding the foregoing, to the extent expressly provided herein, certain terms and conditions may survive the cancellation, expiration or termination of this Agreement. 5. INVOICE PROCEDURE: KCI may submit monthly invoices to Town requesting payment for Services accomplished during each calendar month. Monthly invoices will include breakdown of employees and hours worked, detailed description of activities performed, and reimbursable costs and expenses incurred. Invoices will be sent via email with read receipt required. All invoices shall be due and payable by the Town to KCI within twenty (20) days after receipt of invoice by the Town. Failure to pay compensation to KCI, as and when required, shall entitle KCI to immediately cease all Services, and to terminate this Agreement as set forth below. Any failure by the Town to pay any sums due and owing KCI shall be a material breach of this Agreement. 6. INSURANCE: KCI shall procure and maintain throughout the term of this Agreement the following insurance limits and coverage and shall, upon executing this Agreement, provide the other certificate(s) of insurance evidencing same, showing other party as Additional Insured on all coverage except workers' compensation and professional liability. The certificates shall clearly indicate that no material change or cancellation of the insurance shall be effective without thirty (30) days' prior written notice. a. WORKERS' COMPENSATION INSURANCE and EMPLOYERS' LIABILITY INSURANCE in at least such amounts as are required by law for all of its employees pursuant to Florida Statutes, Section 440.02. b. COMMERCIAL GENERAL LIABILITY INSURANCE in the amount of not less than $1,000,000.00 per occurrence to protect against claims for damages for bodily injury, including wrongful death, as well as from claims of property Contract for Professional Services — KCI and Town of Gulf Stream, FL Page 2 of 3 damages, which may arise from any operations under this Agreement, whether such operation be by KCI or anyone directly employed by or contracting with KCI. C. COMPREHENSIVE AUTOMOBILE LIABILITY INSURANCE in the amount of not less than $100,000.00 combined single limit for bodily injury and property damage liability to protect both parties from claims for damages for bodily injury, including the ownership, use, or maintenance of owned and non -owned automobiles, including rented automobiles whether such operations be by KCI or by anyone directly or indirectly employed by KCI. d. PROFESSIONAL LIABILITY INSURANCE in the amount of not less than $1,000,000 per occurrence. 7. INDEMNIFICATION: KCI and the Town shall mutually indemnify and save harmless the other party to this Agreement and its agents, representatives and employees, of, from and against any and all suits, actions, legal proceedings, claims, demands, damages, liabilities, costs and expenses, including attorney's fees, arising out of or in connection with or claimed to arise out of or in connection with any negligent act, error, omission or wrongful act of the other party to this Agreement and/or anyone acting on its behalf in connection with or incident to this Agreement. And in no case shall liability exceed the value of this Agreement as defined in Attachment A. This paragraph shall survive the termination, cancellation and/or expiration of this Agreement. 8. TERMINATION: In the event a party hereto is in breach of, or in default under, any material provision of this Agreement, which breach or default is not due to any act, omission and/or fault of the other party, and which breach or default is not cured within ten (10) days after written notice, then the other party to this Agreement may terminate this Agreement via written notice. If this Agreement is terminated by the Town, the Town shall immediately pay KCI compensation for Services completed through the date of termination, together with all reimbursable costs and expenses. Such payment to KCI shall be considered a payment on account, and shall not constitute payment in full of all sums owed to KCI pursuant to this Agreement or otherwise. 9. ENTIRETY OF AGREEMENT: This Agreement including Attachment A "Scope of Services" embody the entire agreement and understanding between the parties hereto, and there are no other agreements and understandings, oral or written, with reference to the subject matter hereof that are not merged herein and superseded hereby. No alteration, change or modification of the terms of the Agreement, or any attachments, shall be valid unless made in writing signed by both parties hereto. 10. WAIVER: Any failure by KCI or the Town to require strict compliance with any provision of this Agreement shall not be construed as a waiver of such provision, and KCI or the Town may subsequently require strict compliance at any time, notwithstanding any prior failure to do so. 11. DISPUTE RESOLUTION: If a dispute arises out of or relates to this Agreement, or the breach thereof, the parties will attempt to settle the matter through amicable discussion. If no agreement can be reached the parties agree to use mediation before resorting to a judicial forum. The cost of a third -party mediator will be shared equally by the parties. Notwithstanding the foregoing, this paragraph shall not in any way preclude notice of breach or default, or termination of this Agreement, as provided in this Agreement. This paragraph shall survive the termination, cancellation and/or expiration of this Agreement. 12. GOVERNING LAW, VENUE AND JURISDICTION: This Agreement, and any action arising between parties arising out of this Agreement, shall be governed in its enforcement, construction, and interpretation by the laws of the State of Florida without regard to its conflict of laws rules, and any actions arising out of this Agreement shall be brought and maintained in, and venue and jurisdiction shall be solely and exclusively in, a state or federal court of competent jurisdiction in the State of Florida. 13. ATTORNEY'S FEES: In the event of any demand, action or proceeding between the parties arising out of or relating to this Agreement, the prevailing party shall be entitled to recover any and all costs, including attorney's fees and court costs, incurred in any investigations, actions, trials, appeals, mediations, arbitrations, bankruptcy proceedings, collection proceedings, collection efforts and supplementary proceedings. 14. NON -ASSIGNABILITY: This Agreement may not be assigned by the Town nor KCI. 15. PROPRIETARY INFORMATION: It is understood and acknowledged that KCI and the Town may provide to the other party information that is proprietary and/or confidential during the term of this Agreement. KCI and the Town agree to maintain the confidentiality of such information during the term of this Agreement and afterwards. All materials containing such confidential information shall be returned to KCI and/or the Town at the conclusion of the project. KCI may use the product of its Services for any other purpose. Rights to KCI's or the Town's existing intellectual property used or modified in the performance of the Services under this Agreement shall remain the property of KCI or the Town. This paragraph shall survive the termination, cancellation and/or expiration of this Agreement. 16. FACSIMILE: A facsimile copy of this Agreement, and any signatures on such a facsimile copy, shall be considered for all purposes as originals and may be relied upon by the parties hereto. 17. MISCELLANEOUS: Time is of the essence of this Agreement, and of each and every material and/or non -material term, covenant and provision hereof, and is a material term of this Agreement. To the maximum extent permitted by law, the parties agree to, and do hereby, waive all rights, if any, to trial by jury in any action, proceeding, cross-claim or counterclaim on any Contract for Professional Services — KCI and Town of Gulf Stream, FL Paee 3 of 3 matter whatsoever arising out of, or in any way connected with or related to, this Agreement. Nothing in this Agreement, express or implied, is intended to confer upon any person or entity, other than the parties hereto and their successors, any rights or remedies under or by reason of this Agreement. The parties may execute this Agreement in counterparts. Each executed counterpart shall be deemed an original, and all of them, together, shall constitute but one and the same agreement. This Agreement shall be construed without regard to the identity of the party who drafted the various provisions hereof. Moreover, each and every provision of this Agreement shall be construed as though all parties hereto participated equally in the drafting thereof. The person executing this Agreement on behalf of each party hereto expressly represents and warrants that she/he is duly authorized and empowered by such party to execute this document on behalf of such party, and that all necessary approvals have been obtained. KCI or the Town will not be liable in any way to the Town or KCI for any delay or non-performance resulting from or arising out of any act(s) of God, severe weather, strike, civil disorder, earthquake, any law, order, proclamation, regulation, ordinance, demand or requirement of any governmental agency, or any other condition or occurrence whatsoever beyond KCI or Town's sole control. Nothing in this Agreement or in the conduct of the parties pursuant hereto shall be considered to have created or to create between them any relationship of principal and agent, or partners, or of joint venturers. ATTACHMENT A — KCI's Scope of Services, including compensation and schedule. IN WITNESS WHEREOF, this Agreement is accepted on the date last written below, subject to the terms and conditions above stated and the provisions set forth herein. Town of Gulf Stream, FL SIGNED BY: X -n L�A_ , PRINTED NAME: Greg unham TITLE: Town Manager DATE: /11,&/4 4 KESSLER CONSULTING, INC. SIGNED BY 41 - PRINTED NAME: Mitch Kessler TITLE: President DATE: November 20, 2018 kessler consulting inc. innovative waste solutions Attachment A to Contract for Professional Services Between KCI and Town of Gulf Stream, FL Scope of Services Solid Waste Collection Contract Negotiation Kessler Consulting, Inc. (KCI) will assist the Town of Gulf Stream (Town) with negotiating renewal of its solid waste collection contract. The original collection contract expired on September 30, 2018 and the Town negotiated a six-month extension (until March 31, 2019) under the same terms and service rate. Anticipated project activities include but are not be limited to the following: • Review the collection contract and other relevant information, including but not limited to current collection rates and number of residential customers, as provided to KCI by Town staff. • Prepare for and participate in a kick-off call with Town staff to discuss the desired outcome of the negotiations, negotiation strategy, and schedule for proceeding. • Prepare for and participate in up to two negotiation meetings/calls with Town staff and the Town's collection contractor. • Prepare for and participate in additional calls with Town staff as needed. • Review draft contract renewal language as developed by the Town Attorney. Compensation and Schedule KCI proposes to conduct this scope of services on a time -and -materials basis for an amount not to exceed $8,000.00. Labor will be invoiced in accordance with the hourly rates on the following page. All expenses will be invoiced at cost without markup. KCI is prepared to initiate work upon notice to proceed and will work with Town staff to develop a negotiation schedule that is acceptable to all parties. 14620 N. Nebraska Ave., Mg. U, 1 amg•a, FL 33613 1 Tel: 813.971.8333 1 Fax: 813.971.8582 1 www.kesconsult.com Piopcs.Is 20_`8/Gini Stieam/Attachment A - S(ope of Work Q Attachment A l 11/20/2018 1 Page 2 of 2 POSITION RATE Principal $210/hour Project Director $170/hour Project Manager $160/hour Senior Consultant II $160/hour Senior Consultant I $135/hour Consultant II $110/hour Consultant I $95/hour Research Analyst II $85/hour Research Analyst I $75/hour Administrative / Technical Support $65/hour kessler consulting inc. innovative waste solutions Proposals 20_8/W f Strear-/At-,acI rnent A - Scope of Woik v2