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CONTRACT FOR PROFESSIONAL SERVICES TO PROVIDE UTILITY RATE AND FINANCIAL SERVICES (2)BURTON & ASSOCIATES, INC. CONTRACT FOR PROFESSIONAL SERVICES 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. CLIENT Contact: Mr. Andrew Burnham, Senior Vice President Address: 1000 North Ashley Drive, Suite 513 Tampa, Florida 33602 Phone: (813) 443 -5138 E -mail: aburnham@burtonandassociates.com Contact: Mr. Brian "Jay" Ravins, Finance Director Address: 100 S. Myrtle Ave. Clearwater, Florida 33756 Phone: (727) 562 -4538 E -mail Jay.Ravins@myClearwater.com Invoice to: City of Clearwater Finance Director Attn: Mr. Jay Ravins 100 South Myrtle Avenue Clearwater, Florida 33756 1. PROJECT: Provide continuing utility rate and financial services for the City's Water & Sewer, Stormwater, and Solid Waste & Recycling utilities. 2. SCOPE OF SERVICES: Services to be performed by BURTON & ASSOCIATES, INC. will be authorized by Service Authorizations 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 remain in effect until and unless 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. 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. 8. 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) 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 XL© 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: 2 815.045 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 public's 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, embodies 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 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. 3 For BURTON & ASSOCIATES, INC.: SIGNED: NAME: TITLE: DATE: Andrew Burnham Senior Vice President February 27, 2015 CLIENT Signature Page: Countersigned: CITY OF CLEARWATER, FLORIDA Wf t eke Atte/ By: ti) tazw, ? George N. Cretekos Mayor Approved as to form: Pamela K. Akin City Attorney 4 William B. Horne II City Manager Attest: 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: Project Team Position Hourly Rate Technical Advisor $215 Project Manager $190 QA /QC Advisor $160 Project Consultant $125 These rates will be adjusted by an escalation factor of 2.0% 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 included as an attachment on the following pages. ATTACHMENT C — SAMPLE SERVICE AUTHORIZATION A sample service authorization in presented on the following pages. BURTON & ASSOCIATES, INC. SERVICE AUTHORIZATION # FOR PROFESSIONAL SERVICES 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. CLIENT 1. PROJECT: (Description of Project) Contact: Mr. Andrew Burnham, Senior Vice President Address: 1000 North Ashley Drive, Suite 513 Tampa, Florida 33602 Phone: (813) 443 -5138 E -mail: aburnham(a)burtonandassociates.com Contact: Mr. Brian "Jay" Ravins, Finance Director Address: 100 S. Myrtle Ave. Clearwater, Florida 33756 Phone: (727) 562 -4538 E -mail Jay.Ravins(cc?myClearwater.com Invoice to: City of Clearwater Finance Director Attn: Mr. Jay Ravins 100 South Myrtle Avenue Clearwater, Florida 33756 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 $ 8 IN WITNESS WHEREOF, this Service Authorization is accepted on the date last written below. For CLIENT: For BURTON & ASSOCIATES, INC.: SIGNED: SIGNED: NAME: NAME: Andrew Burnham TITLE: TITLE: Senior Vice President DATE: DATE: 9 ATTACHMENT A — SCOPE OF SERVICES Scope of Services: The specific work plan that will be performed to accomplish the above described scope of services is presented in Exhibit 1 or Exhibit 2 on the following pages. Notice to Proceed: Approval of this Service Authorization serves as Notice to Proceed with the project. SAMPLE Project Work Plan and Cost Estimate Schedule: Exhibit 1 — Project Work Plan and Cost Estimate for Interim Revenue Sufficiency Analysis Update Exhibit 2 — Project Work Plan and Cost Estimate for Major Revenue Sufficiency Analysis Update 10 City of Clearwater Interim Revenue Sufficiency Analysis Update Project Work Plan & Man -Hour Estimate Exhibit 1— Interim Revenue Sufficiency Analysis Update BURTON & ASSOCIATES 11 Total Project �`� > , �s Techni ®I Advisor Project Manager QA/QC Advisor Project Consultant $215 $190 $160 $125 Task 1 Obtain all data and information required to update the Revenue Sufficiency Analysis (RSA) on Burton & Associates proprietary Financial Analysis and Management System (FAMS XL), including baseline information, budget data and assumptions. a. Conduct telephone project kick -off conference to validate project objectives, identify required data and confirm project responsibilities and project monitoring and reporting procedures. b. Obtain all required data and information to include historical financial statements, customer information and capital cost information. 0 0 1 1 0 0 1 2 2 3 Task 2 Review all data required to update the RSA analysis. a. Review budget and financial information provided by City staff and consult with City staff to ensure a proper understanding of all data received. b. Review the Utility Systems CIP and consult with City staff regarding a final schedule of capital projects to be completed during the projection period. c. Review historical utility system billing data to evaluate trends in customer growth by class (and demand as applicable) to develop multi -year projections of the same. 0 0 0 1 1 1 0 0 0 1 1 3 2 2 4 Task 3 Input all data, information and assumptions into FAMS XL and produce preliminary output to include a five and ten year financial management plan. o Capital Improvements Program: 0 2 3 16 21 - Project listing by year - Optimum funding source by project by year - Borrowing program, as applicable: . Amount . Timing . Annual debt service o Revenue Sufficiency Analysis: - Annual revenue and expense projections: . Alternative revenue/funding sources . General fund allocations, as applicable . Capital requirements funding from impact fees, revenues, reserves and borrowing. - Annual plan of rate revenue adjustments for each utility to provide sufficient revenues: . Include consideration of annual price indexing . Identification of just in time rate revenue increases and alternative rate plans such as equal annual percentage increases, etc. - Preparation of projected operating statements, cash flow analyses, fund balances and sources and uses of funds for each year in the projection period. o Sources and Uses of Funds Analysis o Funds Analysis: - Spend down limits (minimum reserve requirements) by fund - Beginning and ending fund balances by fund by year 11 City of Clearwater Interim Revenue Sufficiency Analysis Update Project Work Plan & Man -Hour Estimate Exhibit 1— Interim Revenue Sufficiency Analysis Update BURTON A ASSOCIATES 12 Total Project Technical Advisor Project Manager QA/QC Advisor Project Consultant $215 $190 $160 $125 Task 4 Review, cross check and adjust the FAMS XL model to ensure that the results accurately reflect the City's assumptions, flow of funds and other variables. 1 2 3 4 10 Task 5 Review results with City staff in one (1) interactive work session. a. Provide electronic copies of draft schedules and results one to two weeks prior to interactive meeting with city staff. b. Conduct an interactive work session with City staff to review the preliminary results of the revenue sufficiency analysis and schedule of proposed rate revenue adjustments. 0 0 1 3 2 0 6 3 9 6 c. Make adjustments based upon input from City staff. d. Prepare an "Assumptions and Results Workbook" to reflect the assumptions included in the analysis and the results of the analysis and distribute to City staff for review and comment. 0 0 2 1 3 1 6 3 11 5 e. Make adjustments based upon input from City staff. 0 1 2 4 7 Task 6 Document the results in a Letter Report. a. Prepare a Draft Letter Report, including schedules, to document the results of the Study. 1 4 1 8 14 b. Prepare the Final Letter Report of the results of the Study incorporating any changes provided by City staff. 0 2 1 4 7 TOTAL ESTIMATED MAN -HOURS 2 23 16 62 103 TOTAL ESTIMATED CONSULTING FEE $430 $4,370 $2,560 $7,750 $15,110 ESTIMATED EXPENSES 2.00% $302 TOTAL ESTIMATED CHARGES $15,412 12 City of Clearwater Major Revenue Sufficiency Analysis Update Project Work Plan & Man -Hour Estimate Exhibit 2 — Major Revenue Sufficiency Analysis Update BURTON & ASSOCIATES -..- s y Vie. . -. . O Total ProJed Technical Advisor Project Manager QA/QC Advisor Project Consultant $215 $190 $160 $125 Task 1 Obtain all data and information required to update the subject utility Revenue Sufficiency Analysis (RSA) on Burton & Associates proprietary Financial Analysis and Management System (FAMS XL). a. Conduct telephone project kick -off conference to validate project objectives, identify required data and confirm project responsibilities and project monitoring and reporting procedures. b. Obtain all required data and information to include historical financial statements, customer information and capital cost information. 0 o 1 1 0 0 1 2 2 3 Task 2 Review all data required to update the RSA analysis. a. Review budget and financial information provided by City staff and consult with City staff to ensure a proper understanding of all data received. b. Review the Utility Systems CIP and consult with City staff regarding a final schedule of capital projects to be completed during the projection period. c. Review historical utility system billing data to evaluate trends in customer growth by class (and demand as applicable) to develop multi -year projections of the same. o 0 0 1 1 1 0 0 0 1 1 3 2 2 4 Task 3 Input all data, information and assumptions into FAMS XL and produce preliminary output to include a five and ten year financial management plan. o Capital Improvements Program: 0 2 3 16 21 - Project listing by year - Optimum funding source by project by year - Borrowing program, as applicable: . Amount . Timing . Annual debt service o Revenue Sufficiency Analysis: - Annual revenue and expense projections: . Alternative revenue /funding sources . General fund allocations, as applicable . Capital requirements funding from impact fees, revenues, reserves and borrowing. - Annual plan of rate revenue adjustments for each utility to provide sufficient revenues: . Include consideration of annual price indexing . Identification of just in time rate revenue increases and alternative rate plans such as equal annual percentage increases, etc. - Preparation of projected operating statements, cash flow analyses, fund balances and sources and uses of funds for each year in the projection period. o Sources and Uses of Funds Analysis o Funds Analysis: - Spend down limits (minimum reserve requirements) by fund - Beginning and ending fund balances by fund by year 13 City of Clearwater Major Revenue Sufficiency Analysis Update Project Work Plan & Man -Hour Estimate Exhibit 2 — Major Revenue Sufficiency Analysis Update BURTON & ASSOCIATES 14 Project Technical Advisor Manager Advisor Consultant nt $215 $190 $160 $125 Task 4 Review, cross check and adjust the FAMS XL model to ensure that the results accurately reflect the City's assumptions, flow of funds and other variables. 1 2 3 4 10 Task 5 Review results with City staff in two (2) interactive work sessions. a. Provide electronic copies of draft schedules and results one to two weeks prior to interactive meeting with city staff. b. Conduct an interactive work session with City staff to review the preliminary results of the revenue sufficiency analysis and schedule of proposed rate revenue adjustments. 0 0 1 3 2 0 6 3 9 6 c. Make adjustments based upon input from City staff. d. Prepare an electronic "Assumptions and Results Workbook" to reflect the assumptions included in the analysis and the results of the analysis and distribute to City staff for review and comment. 0 0 2 1 3 1 6 3 11 5 e. Make adjustments based upon input from City staff. 0 1 2 4 7 f. Provide electronic copies of draft schedules and results one to two weeks prior to second interactive meeting with city staff. g. Conduct a second interactive work session with City staff to review the adjusted results of the revenue sufficiency analysis and schedule of proposed rate revenue adjustments. 0 0 0 3 1 0 1 3 2 6 h. Make adjustments based upon input from City staff. 0 1 1 2 4 Task 6 Review results with City management and Council. a. Provide electronic copies of draft schedules and results one to two weeks prior to interactive meeting with City management. 0 0 1 1 2 b. Meet with City management to review the results of the analysis. 0 3 0 3 6 c. Make adjustments as required based upon input from City management and provide electronic copies of adjusted schedules. 0 1 1 2 4 Task 7 Document the results in a Report. a. Incorporate changes and prepare draft final report including schedules, results and optional scenarios (if any). 2 6 2 12 22 b. Provide electronic copy of draft final report including schedules, results and optional scenarios for staff review. c. After incorporating any further changes, provide draft of final report including schedules, results and optional scenarios for meetings with individual council members. 0 1 0 3 1 1 1 6 2 11 d. Attend meetings with city staff and individual council members (usually over a two day period). 0 8 0 8 16 e. Incorporate any changes recommended by council members. 0 1 1 2 4 f. Provide final draft report including schedules, results and optional scenarios (if any). 1 2 1 3 7 g. Attend council work session (usually on Monday afternoons). 0 2 0 0 2 h. Attend council meeting (usually on Thursday evenings). 0 2 0 0 2 i. Provide final rate study report (printed copies including one unbound and electronic) 0 1 1 1 3 TOTAL ESTIMATED MAN -HOURS 5 50 25 95 175 TOTAL ESTIMATED CONSULTING FEE $1,075 $9,500 $4,000 $11,875 $26,450 ESTIMATED EXPENSES 3.00% $794 TOTAL ESTIMATED CHARGES $27,244 14