CONSULTING SERVICES AGREEMENT
CONSULTING SERVICES AGREEMENT
This Agreement, effective May 29,2008, is between City of Clearwater, a municipal corporation of the State of
Florida, d/b/a Clearwater Gas System, located at 100 S. Myrtle Ave., Clearwater, Florida 33756 ("Client") and
BLACK & VEATCH CORPORATION, a Delaware corporation with offices at 11401 Lamar, Overland Park,
KS 66211 ("Consultant").
WHEREAS, Client issued an Request For Proposal taIled the. City of Clearwater Gas Rate
Study RFP #16-08 ("RFP") Exhibit "A", (attached hereto and incorporated herein) seeking proposals for certain
services ("Services") to be performed as provided for therein; and
WHEREAS, Consultant responded to said Request for Proposal and desires to perform the
Services in accordance with Consultant's response as described in Exhibit "B", attached hereto and incorporated
herein; and
NOW, THEREFORE, in consideration of the premises contained herein and other good and
valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree
as follows:
The foregoing recitals are true and correct and are incorporated herein by this reference for all purposes.
1. Consultant will perform the Services in ac~ordance with the standards. of care arid diligence normally
practiced by recognized consulting companies in perfonning'services of a similar nature. If, during the
six -month period following the earlier of termination or completion of the Services under the applicable
Request for Service, it is shown there is an error in the Services caused solely by Consultant's failure to
meet such standards, and Client has promptly notified Consultant in writing of any such error within
that period, Consultant shall perform, at Consultant's cost, such corrective consulting services within the
original Request for Service as may be necessary to remedy such error.
2. Reports and other documents which Consultant prepares and delivers to Client pursuant to this
Agreement shall become the property of Client when Consultant has been compensated for Services
rendered. Nothing contained in this Section shall be construed as limiting or depriving Consultant of
its rights to use its basic knowledge and skills to design or carry out other projects or work for itself
or others, whether or not such other projects or work are similar to the work to be performed pursuant
to this Agreement. Consultant shall have the right to retain and use copies of drawings, documents,
and other data furnished or to be furnished by Consultant and any non-confidential information
contained therein. Rights to Consultant's intellectual property developed, utilized, or modified in the
performance of the Services shall remain the property of Consultant. Client shall not acquire any
rights to any of Consultant's, its subcontractors' or vendors' proprietary computer software that may
be used in connection with the Services except as expressly provided in the Request or as may be
separately agreed to in writing. Files delivered in electronic medium may not work on systems and
software different than those with which they were originally produced. Consultant makes no
warranty as to the compatibility of these files with any other system or software. Because of the
potential degradation of electronic medium over time, in the event of a conflict between any
specifications, reports, or other documents and the electronic files, the original will govern.
May 5, 2008
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3. Documents, including, but not limited to, drawings, specifications, reports and computer software
prepared by Consultant pursuant to this Agreement, are instruments of service in respect to the
project. They are not intended or represented to be suitable for reuse by Client or others on
extensions of the project or on any other project Any reuse without prior written approval, and
verification or adaptation by Consultant for the specific purpose intended will be at Client's sole risk
and without liability or legal exposure to Consultant. Any approval, and verification or adaptation of
the original documents will entitle Consultant to additional compensation at rates customarily
charged by Consultant for such services, as agreed to in writing by the parties hereto. Client is hereby
contracting for, and purchasing, a Final Report from Consultant which contains the sum total of
Consultant's Services under this Agreement. Any information shared with the Client prior to the
release of the Final Report is superseded by the Final Report. As such, Client may not rely on emails,
drafts, or oral statements made prior to the issuance of the Final Report. Consultant may, at its sole
discretion, include the following (or similar) statement in the Final Report when delivered to Client by
Consultant.
''This report is intended solely for review by City of Clearwater/Clearwater Gas System (hereinafter
"Client"). Black & Veatch Corporation ("Black & Veatch") does not intend that any third party have
access to, rely on, or utilize, any of the information enclosed herein. Reliance on the information
herein by any such third party would be unreasonable and is strictly prohibited. Black & Veatch
owes no duty of care to any third party and none is created by this report.
This report was prepared for Client by Black & Veatch and is based on information not within the
control of Black & Veatch. Black & Veatch has assumed that the information both verbal and
written, provided by others is complete and correct; however, Black & Veatch does not guarantee the
accuracy of the information, data, or opinions contained herein.
Use of this report, or any information contained therein, by athird party shall constitute a waiver and
release of Black & Veatch from and against all claims and liability, including, but not limited to,
liability for special, incidental, indirect, or consequential damages, in connection with such use. In
addition, use of this report, or any information contained therein by a third party, shall constitute
agreement to defend and indemnify Black & Veatch from and against any claims and liability,
including, but not limited to, liability for special, incidental, indirect, or consequential damages in
connection with such use. The benefit of such releases, waivers, or limitations of liability shall
extend to the related companies, and subcontractors of any tier of Black & Veatch, and the directors,
officers, partners, employees, and agents of all released or indemnified parties.
Black & Veatch shall have no liability to a third party for any losses or damages arising from or in
any way related to the Report and/or the information contained therein. Such express waiver of
liability by the third party shall include all claims which the third party may allege in connection with
Black & Veatch's Report including, but not limited to, breach of contract, breach of warranty, strict
liability, negligence, and/or negligent misrepresentation. The preceding two paragraphs are intended
to, and shall serve as, notice to third parties and shall have no binding affect on Client."
Client's distribution of the Final Report to a third party shall be at its own risk. Client may only
distribute the complete report, including the above statement, to the third party.
4. Consultant shall maintain in force, during the period that Services are performed, workers'
compensation insurance in accordance with the laws of the states having jurisdiction over Consultant's
employees who are engaged in the Services and employer's liability insurance with a limit of $500,000
May 5, 2008
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each occurrence and in the aggregate. Consultant also shall maintain commercial general liability
insurance with a limit of$I,OOO,OOO per occurrence and in the aggregate; automobile liability insurance
with combined single limit of $1,000,000; and professional liability insurance with per occurrence and
aggregate limits of $1,000,000. . The City of Clearwater shall be named as an additional insured on the
commercial general liability and auto liability policies.
5. Consultant shall indemnify Client against any and all claims, demands and causes of action for bodily
injury to or death of persons or for damage to or destruction of property resulting from any and all
negligent acts of Consultant while performing the Services within the scope of this Agreement.
6. In performance of the Services, it is acknowledged that Consultant may be supplied with certain
information and/or data by Client and/or others, and that Consultant will rely on such information.
Therefore, the accuracy of such information is not within Consultant's control and Consultant shall not
be liable for its accuracy, nor for its verification unless otherwise provided in the Request.
Consultant's opinions, estimates, projections, and forecasts of current and future costs, revenues,
other levels of any sort, and events shall be made on the basis of available information and
Consultant's expertise and qualifications as a professionaL Consultant does not warrant or guarantee
that opinions, estimates, projections or forecasts will not vary from actual outcomes.
Consultant shall perform Services within the timeframe and at costs as provided for herein.
7. Client may, with or without cause, terminate the Services at any time upon 10 working days written
notice to Consultant. In such case, Consultant shall, be paid actual, costs incurred and fees earned to the
date of termination and through demobilization. At all times, each party shall retain all of its rights in its
drawing details, designs; specifications, databases, computer software,' copyrights, trade and service
marks, patents, trade secrets, and any other proprietary property. .
8. Client may audit and inspect Consultant's records and accounts, and Consultant shall make all records
and accounts available, as provided by law, including but not limited to, Public Records requirements of
the Florida Statutes under Chapter 119. The purpose of any such audit shall be only for verification of
such costs or for purposes as permitted or required by law.
9. This Agreement and/or the Services to be provided hereunder are not assignable. Provided however,
Consultant may subcontract portions of the Services to its related entities.
10. During the term of this Agreement, and for a period of six months following any termination or
expiration hereof, Client agrees that it will not, hire, or solicit any employee of Consultant who
performed services hereunder, to become employees or independent contractors of Client or such
other person or entity, excluding employees who are responding to a general solicitation for
employment advertised by Client.,
II. This Agreement and the attached Exhibits constitute the entire Agreement. No other representations
of any kind, oral or otherwise, shall have any effect. This Agreement shall be governed by the laws of
the state of Florida, notwithstanding the operation of any conflict or choice of law statutes or
decisional law to the contrary.
12. Failure of any party hereto to exercise any right given hereunder or to insist upon strict compliance
with regard to any term, condition or covenant specified herein, shall not constitute a waiver of that
May 5, 2008
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party's right to exercise such right or to demand strict compliance with any term, condition or
covenant under this Agreement.
13. Notice shan be io. writiog to the addresses provided above and shall. bave beeo deemed '0 have been
given as of the date such uotice is (i) delivered to the party intended, (ii) delivered to the then
designated address of the party intended, (iii) rejected at the then designated address of the party
intended, provided such notice was sent Prepaid, or (iv) sent by nationally recognized nvemight
coutier with delivery instmctions for "next business day" service, or United States certified mail,
return receipt requested, ]JOstage Prepaid and addressed to the then designated address of the party
intended.
Black & Veatch Corporation
By:
4-
/JP.~'J~
CITY OF CLEARWATER, FLORIDA ,r ~0"1'.4.
~-
Chuck S. Warringto
Managing Director, Clearwater Gas System
~?S
By 5;g;.S mith
€ ~~
(N ~ c Printed - .
Title: President
~
-4-
May 5, 2008
EXHIBIT A
City of Clearwater Gas Rate Study
RFP #16-08
1.0 PURPOSE AND INTRODUCTION
Clearwater Gas System (CGS) is owned and operated as an enterprise utility by the City of
Clearwater, which is located on the west coast of Florida. CGS operates over 816 miles of
underground gas main and handles the supply and distribution of both natural and propane (LP)
gas throughout northern Pinellas County and western Pasco County. As a "full service" gas
utility, CGS provides gas appliance sales and service, installation of inside customer gas piping,
domestic and commercial gas equipment service, construction and maintenance of underground
gas mains and service lines, and 24-hour response to any gas emergency call within the service
area. CGS serves over 19,500 customers in a 330 square mile service territory, which includes
19 municipalities, as well as unincorporated areas of Pinellas and Pasco counties. The purpose
ofthis document is to solicit proposals to perform a review of Gas Rates and Fees.
We invite qualified vendors to respond to this RFP by submitting a proposal to provide the
required services consistent with the terms and conditions set forth.
2.0 TIME and DATE DUE
Completed proposals will be due on Monday, April 7, 2008, at 4:00 PM.
3.0 DELIVERY REQUIREMENT
The delivery of submissions to the City of Clearwater Purchasing Office prior to the specified
date and time is solely and strictly the responsibility of the vendor. Proposals received after the
above stated date will not be considered.
Five (5) copies of submissions of all information requested in the RFP shall be submitted, clearly
marked on the outside "RFP 16-08." Proposals shall be submitted to the City's Purchasing
Manager, George McKibben, City of Clearwater, PO Box 4748, Clearwater, FL 33758-4748.
Proposals may also be delivered to 100 S. Myrtle Avenue, Clearwater, FL 33756-5520 prior to
4:00 PM on Monday, April 7, 2008.
4.0 CALENDAR OF EVENTS
A. Release Date of RFP ..................... ...................................... ....................... 03/07/08
B. RFP Return Date and Time ...................................................... 04/07/08 - 4:00 PM
C. Selection of Top Proposals............ ....... ......... ............. ....... ......................... 04/21/08
1
5.0 SCOPE OF WORK
The proposed scope of study is to establish gas rates and fees that are sufficient to meet future
revenue requirements while assuring that the rates charged each customer classification are
consistent with the cost of providing service.
Proposed Scope of Work - Clearwater Gas Rate Study
1. Financial Analysis
The Consultant shall review historical gas revenues and revenue requirements and prepare an
estimate of future revenues and revenue requirements for the next five fiscal years.
Estimates of annual revenue requirements shall include the expectations for future capital
expenditures and reserve funding requirements and shall reflect a level of detail consistent
with the system of accounts for the gas utility. The Consultant will develop estimates of
future gas sales and requirements. Estimated supply and transportation costs will be
developed by the Consultant consistent with the terms of existing contracts for natural gas
supplies and transportation services.
2. Cost of Service Study
The consultant shall prepare a cost of service study to assess the level of revenue recovery
required from each customer classification. The cost of service study shall use financial
results from the most recently completed fiscal year as a test year and shall incorporate a
sufficient level of detail to assess the functionalized classification, and allocation of costs to
each customer class. The Consultant shall compare the results of the cost of service study
with revenues produced from each customer class under existing rates and identify rate
adjustments, if any, necessary to provide cost-based revenue recovery from each customer
class.
3. Rate Design
The Consultant shall review the existing rate design and conditions of service and identify
changes or modifications that would enhance financial integrity and CGS's ability to recover
costs in an equitable manner. Proposed rate design changes shall be combined with the
Consultant's proposed cost of service adjustments to drive proposed new gas rates and fees.
CGS believes the current rate structure to be modem and sufficient to meet our needs, and
looks for the consultant to recommend rates and fees and appropriate adjustment clauses to
work within the current billing system and to layout procedures for any recommended
enhancements to or new adjustment clause(s).
6.0 DELIVERABLES, MEETINGS AND SCHEDULE
1. The consultant will be expected to provide 5 copies of a draft report and 10 copies of a
final report on the Gas Rate Study as well as an electronic file of both as well as any
recommended procedure, spreadsheets, etc. The Consultant will also be expected to
meet with Chuck Warrington, Managing Director, and the City selection team to present
the results of the study following submittal of the draft report, and again for the final
report, to include City Council meetings.
2. The Consultant shall propose a reasonable schedule for commencement and completion
of the study.
2
7.0 INFORMATION / DOCUMENTS TO BE SUBMITTED
Information / documents to be submitted should include the following:
1. Restatement of scope of work and description of the Consultant's approach to the
work tasks, including a schedule for completion, provide detailed costs proposed
to include travel costs to attend meetings.
2. A list of all information the Consultant expects Clearwater Gas to make available
for use in the study.
3. Qualifications and experience ofthe firm in performing - gas rate and fees study.
4. Description of the Project Team, including professional resumes for each team
member describing their experience with the gas business and gas ratemaking.
5. Brief background and qualifications of company including length of time in
business and current financial report.
6. Sample contract.
7. Three (3) current and two (2) past customer references. Please include business
name, address, phone number, and contact person as well as the scope of work of
each engagement and a brief synopsis of any major changes recommended.
8. Brief discussion of major issues that the firm has found appropriate for
recommending in recent engagements.
8.0 INQUIRIES and ADDENDA
Each respondent shall examine all RFP documents and shall judge all matters relating to the
adequacy and accuracy of such documents. Any inquiries, suggestions, or requests concerning
interpretation, clarification, or additional information pertaining to the RFP shall be submitted in
writing to the City's Purchasing Manager, George McKibben, at P.O. Box 4748, Clearwater, FL
33758-4748 or 100 S. Myrtle Avenue, Clearwater, FL 33756. These may also be e-mailed to
george.mckibben(a),myclearwater.com or faxed to (727) 562-4635.
The City shall not be responsible for oral interpretations given by any City employee,
representative, or others. The issuance of a written addendum is the only official method
whereby interpretation, clarification, or additional information can be given. If any addenda are
issued to this RFP, the City will attempt to notify all prospective vendors who have secured
same. However, it shall be the responsibility of each vendor, prior to submitting the
qualifications package, to contact the City of Clearwater's Purchasing Manager at (727) 562-
4633 to determine if addenda were issued and to make such addenda a part of their proposal.
3
9.0 RESPONDER PREPARATION EXPENSES
Each responder preparing the proposal in response to this request shall bear all expenses
associated with their preparation. Responders shall prepare a response with the understanding
that no claims for reimbursement shall be submitted to the City for the expense or presentation.
10.0 SIGNATURE
Responders shall acknowledge by authorized signature that they have read and concurs and / or
takes exception as noted to the requirements listed in this RFP.
11.0 SELECTION CRITERIA
Selection shall be based on the following considerations with each item weighted according to
the percentage number:
A. Experience of the Consultant in natural gas ratemaking and ability to meet the defined scope
of work....................................................... .......................................................................... 20%
B. Qualifications of the Proj ect Team ...... ..................... .................. ...... .................... ............... 30%
C. A satisfactory schedule for completion................................................................................ 10%
D. Completeness of this RFP .................................................................................................... 10%
E. Cost............. ........................................................ ................................................................ 20%
F. References.. ....................................................................................................................... ... 10%
The final selection will be made by a committee composed of three (3) representatives from the
Clearwater Gas System, one (1) representative from the City Manager's Office, and one (1)
representative from the Finance Department.
The City of Clearwater reserves the right to reject any and all proposals. The City of Clearwater
committee will select the firm it deems in its best interest.
12.0 LINK TO RATE WEB LOCATION
http://www.municode.com/resources/qatewav .asp ?pid= 10 148&sid=9
Search on (cut and paste with quotes) "XXVI. Clearwater Gas System Fees, Rates and Charges"
then pick 1, then pick next match (far upper right corner).
This will take you to the section of Appendix A that covers Clearwater Gas's current rates and
fees.
13.0 STANDARD REQUIREMENTS FOR REQUESTS FOR PROPOSALS
See attachment.
4
EXHIBIT B
City of Clearwater Gas Rate Study RFP # 16-08 ("RFP")
CONSULTINGSER~CESAGREEMENT
Between
City of Clearwater / Clearwater Gas System ("Client")
And
Black & Veatch Corporation ("Consultant")
pu~su to the terms and conditions of the Consulting Services Agreement executed and made effective as of
the " day of May. 2008, between City of Clearwater ("Client") and Black & Veatch Corporation
(" onsultant"), Client hereby requests Consultant perform and Consultant agrees to perform the Services as
provided for in Consultant's response to the RFP, dated April 3, 2008 as summarized below:
A. Requested Services:
Consultant will prepare a gas rate study ("Study") for Client consisting of the following Tasks:
1. 5 year forward looking forecast of estimated gas revenues and revenue requirements,
2. Class cost of service study based on the results obtained in 1)
3. Recommendations for revised rates based on the results obtained in 1) and 2).
The Consultant will prepare and submit a draft report of Study results and present draft findings to
Client. Upon Client review, Consultant will prepare and submit a final report of Study results and
present findings at a meeting of the City Council of Clearwater, Florida.
An optional Task 4 will be a one day trip by Consultant to meet with Council members one-on-one
to discuss final report. Task 4 shall be provided upon the Client's written request.
Client will supply the data reasonably requested by Consultant in order to prepare 1) through 3)
above.
B. Commencement Date:
Consultant will begin work upon receipt of an executed copy of this Agreement with Exhibit "B"
attached from Client.
C. Estimated Cost of the Services:
Client will compensate Consultant for the above services based on the billing rates shown in the
following table.
May 5, 2008
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H<mfty Billing
.. : Rale~
Job Oescripti<m ($lbr)
Clerical/Administrative Support 85
Analyst 150
Senior Analyst 165
Consultant 175
Manager 190
Principal 250
Director 325
Associate Vice President 325
PLUS direct expenses
The total not to exceed cost, inclusive of travel expenses, for tasks 1) through 3) above is $39,910
USD. The cost for optional task 4) above is a lump sum of$3,500. Invoices will be due upon receipt.
Consultant will perform any additional services requested by Client under a separate "Exhibit B."
D. Estimated Completion Date: The Consultant will provide the draft report to the Client by August 5,
2008. The Final Report and pre~entations will follow by September 15,2008, subject to the scheduling
requirements of City Council meetings. Delivery of Final Report shall be no later than the first available
meeting of the City Council following September 15,2008.
E. Monthly Billing: Commencing on or about the first day of the calendar month following execution
of this Agreement; and monthly thereafter, Consultant shall furnish Client with an invoice covering the
Reimbursable Costs and Fee for services provided during the previous month and any interest due under this
Agreement. Invoices may be submitted electronically by email toBob.Bublitz@myClearwater.com. In such
event, the electronic copy of the invoice will be considered the official invoice and will not be followed by a
hard copy invoice. Notwithstanding any other provision of the above-referenced Agreement, or this Exhibit B,
Consultant is under no obligation to submit any deliverable if any invoice is more than 45 days outstanding.
F. Method of Payment: Payments to be made to Consultant under this Agreement shall be
electronically transferred either by ACH, specifically in CCD+ or CTX format, or wire transfer to the bank
account and in accordance with the bank instructions identified in Consultant's most recent invoice in
immediately available funds no later than the payment due date. Invoice number and project name shall be
referenced in the bank wire reference fields or the ACH addenda information.
G. Disputes: In the event Client disputes any invoice item, Client shall give Consultant written notice
of such disputed item within 10 days after receipt of such invoice and shall pay to Consultant the undisputed
portion of the invoice according to the provisions hereof. If Client fails to pay any invoiced amounts when
due, interest will accrue on each unpaid amount at the rate of eighteen percent per annum, or the maximum
amount allowed by law if less, from the date due until paid according to the provisions of this Agreement.
Payment of interest shall not excuse or cure any default or delay in payment of amounts due. In the event
Consultant refers this Agreement to a third party for collection or enforcement of its terms, Consultant shall be
entitled to reimbursement for all costs and expenses incurred. In the event that Client has an unpaid invoice
May 5, 2008
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over 50 days past due, Consultant may, in addition to all other remedies available at law and equity, terminate
this Request for Services.
This Request for Services and the. above-referenced Agreement constitute the complete understanding of the
parties with respect to the Services specified herein. Terms and conditions contained in purchase orders, work
orders, or other documents issued by Client with respect to the Services shall be of no force and effect.
May 5, 2008
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EXHIBIT B 2
REQUFST FOR SERVICES
CONSULTING SERVICES AGREEMENT
Bebxeen
T, C I e1. -waler( . ("(11em"
------
And
R lack & ca ich Corporation: ("Consu h,,mi
Pursuant to the wms and conditions of the C011SUItilIg Service Agreement execulect and rriade effeckve as of
the 291hJ'hiy of NJAL 2008. bloween City of Clearwater Gas ("(-Iient") and Black & Watch Corporation
("Consultant"), Gient llcret)y requests Consultayll perform and Consultant .agrees to perfortnthe following
se['Oces:
A, Via:(klested services:
(.,'onsu I tant )x il 1:
I Prepare an update ant`t hc Cost of Service and Rate StUdy dated October 2008 ("2008 Study"), to
reflect actual (LIM thrkILIgh the fiscid ye,,'irended, September 20109.
2 Review Ojent's purchased gAsadjustment ("PGA"), illechankni.
I Attend a kick-offitiecting co discuss data, issues, and policy considerations.
4, Auend as aancchnng or presentation of final results.
The ("onsull'IM %vill prep"ll-0 and Suhmit a draft,of the updaw. I.Jpon clic'ni, review, consultallit will
Pt'clIM'e J111d SUbMil at fiMfl reparl. As part of task 4) above, C(AISL]ltant wiffl attcnd one meefing6ther
to discuss the dr"Iff Or p-.)resent findings at as mccling ofthe city counci I ot'Clearwater, Horida.
An optional Task 5 wifl be a one day Irip by Conmfltant, if the Client desires both as mcchnig to
discuss the draft and present the finding to City COUnciL
GiCY'll Will SUpj)IY the data reasonably requested by C(,)llsultant in order to complete Itclus I ) and 2),
13, Comniencenient Date:
Consult,,ant will begiin work t,ipon, receipit of an executed copy of dais I-xhihit B-2 from Client.
C, El'stimated Cost ofthe Siervices:
Client wdl co nine ensate Consultant for the above servicies based on, the billing rates shown ill the
fo I I ow i n g tab al c.
SqAvinhur 8,209
a�c,a I I A 0_n 1 85
�jjjstrati� ...........................................
150
Seruor Analyst 165
Consultant 175
...........................................................................................................- -.Jan .. .
190
-Eq2s!p-aa:V 250
Director 325
W11--I. ..................................... .................................................
ssociate Vice President 325
................
PLUS direct experiscs
"Flic total not to exceed cost for tasks 1) through 4), above is $27,500 USI). The cost for optional
additional trip (Task 5) is a lunfl) SU311 of S4,500. Invoices will be due upon receipt. Consultant will
perform any additional services requested by Client under as separate -Exhibit B."
1). Estin,K le C crrtnplenion T)a1c: "T'he Consultant will provide the draft report to the Client by early
January 2010 ifdala is available fioni client by (fie first week ()l'Dect..tnbcr 20K Uie final report will follow
by the end of.lanuary 20l „ ,;ubject to tile reccipt of coinnients (")n d1raft from 0 ictit.
F, Monthly Hjfl ing- Coininencing on or about the first day of the calunday nionth following execution
of this Agreement, and monthly (lie reafter, Consultant shall furnish Client with an invoice covering the
RoirnbUrsable Costs and Fee for services provided during the previous, month and any interest due under diis
Agreement. Invoices may be submitted electronically by crilail to In
.............. fill
such event, the electronic copy of'the invoice will be considered the official invoice nand will not, be followed
by as hard copy invoice. Notwithstanding any other provision of the above-referonced Agivenicnit,or this Exhihit
B-2,Consultant is under no obligation to submit any deliverable if any invoice is more than 45 days, outstanding,
Ti, Method of Payment: Payments to be made to Consulunt. under finis Agreement shall be
tninsferred either by ACII, specifically in CC D+ or CTX forinat, or wire transfer to the bank
account and in accordance with the bank instructions identified if] CUTISUltant's tnost recent invoice in
immediately availlable funds no hiter than the payment due datc. Invoice nornbe• and project natne shall be
referenced in the bank wire reference fields or the ACH addenda inforrnation.
G, Djspu!.�L - evew Client disputes any invoice item, Client shtill give, Consultant written notice
............. s: In dik
of such disputed item within 10 days after receipt ot'such invoice and sl'uall p,aiy, to Consil It-,ult the undisputed
portion of the, invoice according to the provisions hereof. If Client fails to pay any I rivoiced amounts, when
due, interesl will accrLW on each unpaid arnount at the rate of eighteen percent per annum, or the niaxiinurn
wnouut allowed by law if iless, froin the, date due, until paid according to the provisions of this Agreement.
Payment of interest shall not excuse or cure any defeault or delay in payincill of aniounts juc. In t[ic event
Consultant refers this Agreement to as third party for collection or Cuf(WCOMCIA Of its [Cf-HIS, COnSUIMut shall 110
entitled to reitnbUrsernent for all costs and expenses incurred. In the event that Client has an unpaid invoice
Septunber 8,2M)9
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Over 50 days past due,Consultant may, in addition to all other reniedies availablc, at law and equity, lerfrliruttu
this Request for Services.
This Retluest for Services and the above-referenced Agreenlent constitute the complete understanding of the
parhes with respect to the Services specifiied herein, Terms and conditions contained in purchase orders, work
orders,or other docuiuenis issued by Cliew wi(h respect to the Services Shall be of no force and crfe'ct.
IN WfTNESS WHEREOF, the parties, have executed this Request for Services on the date(s) indicated belOW,
City of Clearwater Gas 131'ack &Veatch Corponalk-m
By:
By: ],,Jy:- R.odger P . Smith
(M- rie Printed) (Nanne Printed)
Title: . Presld(4TIt, ,
...................... ........--------------- F Nth Nth--------------
Leg all
Reviewed:
Approved:
Date.