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CONTRACT FOR PROFESSIONAL SERVICES TO PROVIDE UTILITY RATE AND FINANCIAL SERVICESBURTON & ASSOCIATES, INC. CONTRACT FOR PROFESSIONAL SERVICES Client No. 571 Title: Utility Rate and Financial Services This Contract, made and entered into on the date last executed below, by and between BURTON & ASSOCIATES, INC. and the CITY OF CLEARWATER, FL, hereinafter called "CLIENT", is for the services described under item 2 of this Agreement. BURTON & ASSOCIATES, INC. Contact: Mr. Michael E. Burton, President Address: 200 Business Park Circle, Suite 101 St. Augustine, Florida 32095 Phone: (904) 247-0787 e-mail: mburton@burtonandassociates.com CLIENT Contact: Keith Bush, Controller Address: Finance Department 100 S. Myrtle Avenue Clearwater, F133758 e-mail keith,bush@inyclearwater.com Invoice to: City of Clearwater Attn: Keith Bush, Controller, Finance Department 100 S. Myrtle Avenue Clearwater, Fl 33758 1. PROJECT: General Nature of Project - Provide utility rate and financial services. 2. SCOPE OF SERVICES: Services to be performed by BURTON & ASSOCIATES, INC. will be authorized by Service Authorizations (sample shown in Attachment C) under this Contract. The specific scope of services and cost authorized for each Service Authorization will be included in the Service Authorization and all terms and conditions defined in this Contract for Professional Services will apply to each Service Authorization authorized by CLIENT. 3. DURATION: This Contract shall become effective on September 1, 2009 and will remain in effect through August 31, 2014 unless otherwise terminated as provided herein. 4. TIME OF COMPLETION: The time of completion of each Service Authorization authorized under this contract will be specified in the Service Authorization. 5. COMPENSATION: The compensation to be paid BURTON & ASSOCIATES, INC. for providing the services called for herein shall be on a lump sum or unit cost basis as specified in each Service Authorization authorized under this contract. The not-to-exceed compensation to be paid BURTON & ASSOCIATES, INC. for providing the services authorized by Service Authorizations under this contract shall be $335,000. 1 6. UNIT COST TIME CHARGES AND REIMBURSABLE EXPENSES: Unit cost time charges are defined as hourly rates specified in Attachment A, billed on a quarter-hour basis. Reimbursable costs include out-of- pocket expenses, which shall be included in the guaranteed maximum price for each project. 7. INVOICE PROCEDURE: BURTON & ASSOCIATES, INC. shall submit monthly invoices to CLIENT requesting payment for work accomplished during each preceding calendar month. Payment of invoices will be made by CLIENT within 30 days of receipt of invoice. Invoices for lump sum contracts will represent percentage work completed during each calendar month. INSURANCE: BURTON & ASSOCIATES, INC. shall procure and maintain throughout the term of this Agreement the following insurance with the limits set forth herein, and shall, upon executing this Agreement, provide to CLIENT a certificate(s) of insurance evidencing same, and showing CLIENT as an additional insured, which is presented in Attachment B: A. Worker's Compensation Insurance as required by law. B. Unless otherwise provided for herein, Comprehensive General Liability Insurance including contractual liability with a minimum aggregate limit of $2,000,000, and liability arising out of the use of automobiles with a $1,000,000 Combined Single Limit (each Accident). C. Unless otherwise provided for herein, Professional Liability Insurance with a minimum limit of $1,000,000 per claim and $2,000,000 annual aggregate. 9. TERMINATION: This Agreement may be terminated by either party by seven (7) days written notice in the event of substantial failure to perform in accordance with the terms herein by the other party through no fault of the terminating party. If this Agreement is so terminated, CLIENT shall pay BURTON & ASSOCIATES, INC. compensation for work satisfactorily completed up to date of termination, CLIENT may terminate this agreement for convenience, or suspend the work called for herein for any business reason at CLIENT's sole discretion. In the event of such termination or suspension, CLIENT shall pay BURTON & ASSOCIATES, INC. for the work accomplished up to the date of termination or suspension. BURTON & ASSOCIATES, INC. may terminate this agreement for any business reason at BURTON & ASSOCIATES, INC.'s sole discretion. In the event of such termination, BURTON & ASSOCIATES, INC shall give CLIENT 30 days written notice and will complete all active Service Authorizations, unless agreed by both parties otherwise, and CLIENT will pay BURTON & ASSOCIATES, INC. for all work accomplished up to the date of termination, 10. ADDITIONAL SERVICES: Additional services may be performed under this Agreement if agreed to by both parties in writing. 11. PUBLIC RECORDS LAW EXEMPTION: CLIENT and BURTON & ASSOCIATES shall comply with the provisions of Chapter 119, Florida Statutes (Public Records Law) except as provided for in the following paragraphs. BURTON & ASSOCIATES may use its proprietary Financial Analysis and Management System (FAMS XL©) in the accomplishment of work under this contract. This contract recognizes that FAMS XLO is a proprietary product of BURTON & ASSOCIATES, includes trade secrets and, as such, the FAMS XL© model and its source code is exempt from public records laws in accordance with FS 815.045, a copy of which is included below: 815.045 Trade secret information.--The Legislature finds that it is a public necessity that trade secret information as defined in s. 812.081, and as provided for in s. 815.04(3), be expressly made confidential and exempt from the public records law because it is a felony to disclose such records. Due to the legal uncertainty as to whether a public employee would be protected from a felony conviction if otherwise complying with chapter 119, and with s. 24(a), Art. I of the State Constitution, it is imperative that a public records exemption be created. The Legislature in making disclosure of trade secrets a crime has clearly established the importance attached to trade secret protection. Disclosing trade secrets in an agency's possession would negatively impact the business interests of those providing an agency such trade secrets by damaging them in the marketplace, and those entities and individuals disclosing such trade secrets would hesitate to cooperate with that agency, which would impair the effective and efficient administration of governmental functions. Thus, the public and private harm in disclosing trade secrets significantly outweighs any public benefit derived from disclosure, and the publics ability to scrutinize and monitor agency action is not diminished by nondisclosure of trade secrets. Therefore, if BURTON & ASSOCIATES uses FAMS XL@ in the accomplishment of work under this contract, BURTON & ASSOCIATES may not be compelled to disclose FAMS XL©, or its source code, to CLIENT or any other parties for any purpose or reason; however, BURTON & ASSOCIATES will conduct interactive work sessions with CLIENT staff to review the input and results of analyses conducted using FAMS XL© and will disclose and deliver to CLIENT output schedules from the FAMS XL© model for the purpose of accomplishing the CLIENT's business. Output schedules of FAMS XL© that are delivered to CLIENT in deliverable products such as reports, presentations, etc. are excluded from this trade secret exemption. 12. ENTIRETY OF AGREEMENT: This writing, and any Service Authorizations issued pursuant to this Agreement, embody the entire agreement and understanding between the parties hereto, and there are no other agreements and understanding, 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 shall be valid unless made in writing, signed by both parties hereto. ADDENDA ATTACHMENT A - Hourly Billing Rates for Unit Cost Service Authorizations ATTACHMENT B - Insurance Certificate ATTACHMENT C - Sample Service Authorization 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 on the second page. For CLIENT: See signature page following For BURTON & ASSOCI ES, SIGNED: .r NAME: Michael E. Burton TITLE: President DATE: August 4, 2009 3 CLIENT Signature page: Countersigned: Frank V. Hibbard Mayor Approved as to form: 6 tl Pamela K. Akin City Attorney CITY OF CLEARWATER, FLORIDA William B. Horne II City Manager Attest: ..?' %. .I- E - Cy t is E. Goudeau Cit Jerk 4 M V-P SE C ATTACHMENT A - HOURLY BILLING RATES The hourly billing rates authorized under this contract for unit cost Service Authorizations and/or additional services are as follows: FY 2009 Position Rate/Hour Project Principal $195 Project Director $175 Senior Consultant $115 Consultant $105 Associate Consultant $95 Clerical $40 These rates will be adjusted by an escalation factor of 3.0% per year on October 1 of each year during the term of the contract or as otherwise agreed to by both parties. 5 ATTACHMENT B - INSURANCE CERTIFICATE A current Insurance Certificate is presented on the following pages showing the City of Clearwater as an Additional Insured in the Certificate Holder section. Cli ritB! 9133 RIIRTA_SC4 ACORD CERTIFICATE OF LIABI VY1 LITY INSURANCE 1 &?? PRODUCER THIS CERTIFICATE Is ISSUED AS A MATTER OF INFORMATION ISU Suncoast Insurance Assoc ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE Box 22668 P O HOLDER. THIS CERTIFICATE DOES NOT AMEND, EXTEND OR . . ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. Tampa, FL 33622-2668 813 289.5200 INSURERS AFFORDING COVERAGE NAIC B INSURED INSURER A: Phoenix Insurance Company 25623 Burton 8, Associates, Inc. INSURER E: Travelers Casua and Surety C 19038 200 Business Perk Circle Suite 101 INSURER Q Evanston Insurance Company 35378 Saint Augustine, FL 32095 INSURER D: INSURER E: COVERAGES THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. AGGREGATE LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. LTA TYPE OF INSURANCE pOLWV NUIRRER POLICY EFFECTIVE R&U,90l2RMD POLICY EXPIRATION DATE MUDWM ULR G A GENERAL LIABLI Y 680941.25288 - -- 01121109 01121/10 EACH OMORRENCE $1 000 000 X ODMMERCIALGENERALUABILIT' DAMAGE TO RENTED PREMISES $1,000,000 CLAIMS MADE a OCCUR NED EXP S PERSOINALA AOV NJURY S1 DDO BDD GENERAL ApdIEOATE S2 OOO GENL AGGREGATF LIMIT APPLIES PER PRODUCTS-CCMPIOP AGO $2,000.000 POLICY RR Loa A AUT OMOBILE IIA RM 680341.25288 01/21/09 01/21110 COMBINED SINGLE LIMIT ANY AUTO (Ee -A-1) $7,000,000 ALL OWNED AUTOS BODILY INJURY SCHEDULED AUTOS (P-P°1°°n) $ X HIRED AUTOS BOONY INJURY X NON-OWNED AUTOS (PV CcGdenl) $ PROPERTY DAMAGE /Per acddenll $ GA RAGE UABI AUTO ONLY - EA ACCIDENT $ ANY AUTO OTHER THAN ACC AUTO ONLY: AGO E7(C?SAILBRElA UARRRM EACH-OCCURRENCE $ OCCUR CLAIMS MADE AGGREGATE $ s DEDUCTISLE S RETENTION $ B wDRKERs cowmsAmm AND UB63LO141 A 07/16/Og 07/16/10 X wC srATU- DTH- EIPLOYERS' LRAUL fY ANY PROPMETOR,PARTNER?EXECUTIVE EL EACH ACCIDENT S 1 0 0 0 0 0 0 OKFICCAJNEMSER EXCLUDE07 E.L. DISEASE-EA EM OYE 0 0 0 0 0 0: 1: : , de .b under E.L. DISEASE- POLICY LIMIT S7 000 000 C OTHER Professional E00981S4 01121/08 01121/10 $1,000,000 per claim Liability I $2,000,000 annl aggr. DESCRIPTION OF OPERA70M I LOCATIONS I VEIACLaB / CRCLU8016 AODm BY atOORG / SPIOAL PROVSIOIS Professional Liability is written on a claims made and reported basis. CFR11RIMATF Rol nFR rJ MCFI I ATIr7M In 1]GVG 1nr Nnn.17PMNwr f SHOULD ANY OF THE ABOVE D69dMBE0 POUCIES BE CANCELLED BEFORE TIE EXPIRATION City of ClWrWatCr DATE THEREOF. THE ISSUM WISURER WILL ENDEAVOR TO IUIL DAYSWRITTEN ATTN-. Mr. Keith Bush HUME TO THE CERTIFICATE HOLDER NAMED TO THE LEFT, BUT FAILURE TO DO 60 SHALL 100 South Myrtle Ave. IMPOSE NO OBLIGATION OR LINIII.TTY OF Am K= UPON THE RSuRER, fTs AGEm OR Clearwater, FL 33756 REPRESENTATIVES. AOORD 25 (2001/08)1 D12 aYS20641 OW 97348 MRL D ACORD CORPORA 11 N 1988 IMPORTANT If the certificate holier Is an ADDITIONAL INSURED, the pollcy(les) must be endorsed. A statement on this certificate does not confer rights to the certificate holier In lieu of such endorsement(s). If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such erKbrsement(s). DISCLAIMER The Certificate of insurance on the reverse side of this form does not constitute a contract between the issuing insurer(s), authored representative or producer, and the certificate holder, nor does it affirmatively or negatively amend, extend or alter the coverage afforded by the policies listed thereon. ACORD 2" (2001m) 2 of 2 OS206418/AA19T348 ATTACHMENT C - SAMPLE SERVICE AUTHORIZATION A sample Service Authorization is presented on the following pages. BURTON & ASSOCIATES, INC. SERVICE AUTHORIZATION # FOR PROFESSIONAL SERVICES Project No. 571 _ Title: (Title of Project) This Service Authorization, made and entered into on the date last executed below, by and between BURTON & ASSOCIATES, INC. and THE CITY OF CLEARWATER, FL, hereinafter called "CLIENT", is for the services described under item 2 of this Service Authorization and is subject to the terms and conditions of the CONTRACT FOR PROFESSIONAL SERVICES between BURTON & ASSOCIATES and THE CITY OF CLEARWATER, FL, dated BURTON & ASSOCIATES, INC. Contact: Address: Phone: e-mail: CLIENT Contact: Mr. Michael E. Burton, President 200 Business Park Circle, Suite 101 St. Augustine, Florida 32095 (904) 247-0787 mburton @ burtonandassoci ates. co m Address: Phone: e-mail Invoice to: I. PROJECT: General Nature of Project - (Description of Project) 2. SCOPE OF SERVICES: Description of services to be performed by BURTON & ASSOCIATES, INC. (if additional pages are necessary, they are identified as Attachment A): Attachment A presents the scope of services for this Service Authorization. 3. TIME OF COMPLETION: Services called for herein shall be completed no later than days from receipt of a notice to proceed unless otherwise extended by the agreement of both parties. 4. COMPENSATION: The compensation to be paid BURTON & ASSOCIATES, INC. for providing the services called for herein shall be: A. A Lump-Sum charge of $ B. Unit Cost(Time Charges plus reimbursable expenses for a not-to-exceed cost of $ 10 IN WITNESS WHEREOF, this Service Authorization is accepted on the date last written below. For CLIENT: For BURTON & ASSOCIATES, INC.: SIGNED: NAME: SIGNED: NAME: Michael E. Burton TITLE: President DATE: DATE: 11 ATTACHMENT A - SCOPE OF SERVICES Scone of Services: (Description of scope of services) The specific work plan that will be performed to accomplish the above described scope of services is presented in Exhibit 1 on the following page. Notice to Proceed: Approval of this Service Authorization serves as Notice to Proceed with the project. Exhibit _I - Pmiect Work Plan and Cost Estimate Exhibit 1 - Project Work Plan and Cost Estimate is presented on the following pages. 12 Sample Project Work Plan & Cost Estimate Schedule CITY OF CLEARWATER 0 (TME OF PROJECT) &xnnred by Burton, Associaiec BURTON 8 ASSOCIATES ESTIMATED MAN+tOURS Proied 9anlor Proper Total PROJECrTASKS Prlncl I Con?ulunt can>ttltam garlml PrMeq Hourf rafea stss 5t7' Sas (Inter Task and Sub-task Titles / Descriptions) (Enter ho urs required by consultant by task / sub-task) TASK 7 Task Tide a. Subtask title. 0 0 0 0 0 b. Subtask title. 0 0 0 0 0 TASK 2 Task Tide a. Subtask title. 0 0 0 0 0 b. Subtask title. 0 0 0 0 0 c. Subtask title. 0 0 0 0 0 Td SK 9 Task Tide a. Subtask title. 0 0 0 0 0 b. Subtask title. 0 0 0 0 0 c. Subtask title. 0 0 0 0 0 d. Subtask title. 0 0 0 0 0 TOTAL ESTIMATED MAN-HOURS 0 0 0 0 0 TOTAL ESTMATED CONSULTING FEE $0 $0 $0 $0 $0 ESTIMATED EXPENSES 5.00% $0 TOTAL ESTMATED CHARGES $0 CONTNGENCYPER RFP @ 10.00% $0 TOTAL ESTIMATED COST $u SOURCE: BURTON & ASSOCIATES 13