CONSULTING SERVICES AGREEMENT (2)CONSULTING SERVICES AGREEMENT
This Agreement, effective September 4th , 2015 is between the CITY OF CLEARWATER, FLORIDA
(`Client "), 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 called the City of Clearwater, Gas Utility
— Consultant of Record RFP #30 -15 ( "RFP "), 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 "A ", 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 accordance with the standards of care and diligence
normally practiced by recognized consulting companies in performing 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.
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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.
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 a third 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
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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 effect 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 each occurrence and in the aggregate. Consultant also shall maintain commercial
general liability insurance with a limit of $1,000,000 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.
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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.
11. 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
party's right to exercise such right or to demand strict compliance with any term, condition or
covenant under this Agreement.
13. Notice shall be in writing to the addresses provided above and shall have been deemed to have been
given as of the date such notice 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 overnight
courier with delivery instructions for "next business day" service, or United States certified mail,
return receipt requested, postage prepaid and addressed to the then designated address of the party
intended.
BLACK & VEATCH CORPORATION
By:
By: John M. Chevrette
(Printed)
Title: President
(Printed)
Countersigned:
et eortmcr (Vlcos
George N. Cretekos
Mayor
CITY OF CLEARWATER, FLORIDA
By: lAatac .,,,.-g •I C
Approved as to form: Attest:
Laura Mahony
Assistant City Attorney
William B. Horne II
City Manager
Rosemarie Call
City Clerk
RI L, 8/31/2015
IN WITNESS WHEREOF, the undersigned grantor has caused these presents to be duly executed
this (1 day of QTtA. t N , 2015.
Signed, sealed and delivered
in the presence of:
.Z,Z(J
Witness sign re
Y ,et( /< L55'
Print witness name
Witness signature
'M.e‘,.n.�k E• VAafkS
Print witness name
STATE OF FLORIDA
: ss
COUNTY OF PINELLAS
INSTRUMENT TRANSFORMERS, LLC
7'1,111%4'4, ro
Print Name/Title
Before me, the undersigned authority, personally appeared c rsq. no-.0,5p-1 \ , as
e—a i ti ,P:wr -�_ of Instrument Transformers, LLC, who execute the foregoing
instrument, and who acknowledged the execution thereof to be his /her free act and deed personally, for the
use and purposes herein set forth, and who is personally known to me, or who [ ] did produce
as identification.
nike
Notary £c%fIdatj
Type /Print Name
My commission expires:
•
KATHLEEN SCHOOLEY
7. Notary Public - State of Florida
• My Comm. Expires May 8, 2016
cc Commission # EE 196832
Bonded Through National Notary Assn.
EXHIBIT A
To The
CONSULTING SERVICES AGREEMENT
Between
CITY OF CLEARWATER, FLORIDA
( "Client ")
and
BLACK & VEATCH CORPORATION
( "Consultant ")
Pursuant to the terms and conditions of the Consulting Services Agreement executed and made effective
as of the 4th day of September 2015 between City of Clearwater, Florida ( "Client ") and Black & Veatch
Corporation ( "Consultant "), Client hereby requests Consultant perform and Consultant agrees to perform
the following Services:
Effective Date: This Exhibit A will be effective on September 4 , 2015.
A. Requested Services:
The Client desires the services of an outside consultant to conduct an independent review of its
natural gas distribution utility (Clearwater Gas) to include Liquefied Petroleum loop systems,
evaluate the existing documentation for topical areas and processes listed below and identify and
report any potential risks or missing components. Client retains the right, at its sole discretion, to
determine the scope of the services required hereunder, or those which may be omitted from the
scope of services, as may be amended from time to time.
SCOPE OF WORK
Black & Veatch will provide to the Clearwater Gas an independent review of existing
documentation and processes of the gas utility's operations to give a high -level view of the
overall health of the utility's operations including its infrastructure, computer technologies and
the utility's ability to operate, maintain and sustain the system safely and prudently.
The Scope of Work will be performed in two (2) phases:
The objectives of the Phase 1 initial assessment are to identify and report any potential problems
or missing components among the documents processes for Clearwater Gas System and make
recommendations for remediation including potential solutions and suggested timeframe to
remediate. Topical areas to be reviewed during Phase 1 are listed below.
Phase 2 objectives are to fill gaps and /or ensure regulatory compliance in existing methodologies,
processes and documents for the topical areas reviewed as part of Phase 1, and to perform when
requested by Clearwater Gas, additional elements of work listed under Phase 2.
Areas to be reviewed under Phase 1 typically include:
[GM09- 2064 -017/ 172576/ 1 ] -1-
Operations
• Review of O/M, Emergency Response procedures
• Adherence to procedures, regulations, best industry practices
• Leak response times
Review of past incidents
Known regulatory compliance issues
Use of Technology review
• Customer billing system
• Warehouse /Inventory control
Management
• Organizational structure
Management team
Review of CAPEX, OPEX budgets -5 years
• Employee experience, turnover
• Aging workforce issues
• Transition plans
Safety record
Engineering/Regulatory
• Standards/Best Practices /Procedures
• Replacement Program Methodology
• Coordination with Operations Personnel
• Procurement Process
• Review of Regulatory Programs (including as applicable Distribution Integrity
Management, Public Awareness, Operator Qualification, Drug/Alcohol programs, etc.)
Infrastructure
• Age and Material Type
• Replacement /System Improvement Programs
• Lost and Unaccounted for Percentage -5 years
• Leak History-5 years
• Cathodic Protection History-5 years
• 3rd party damages
• Known system issues
• Site visits to key facilities
PROJECT APPROACH
To facilitate the Project Scope of Work as described above, Black & Veatch will perform the
following two (2) phases of work:
Phase 1: Initial (High - Level) Assessment
Upon notice to proceed, Black & Veatch will initiate work on an initial high -level assessment of
Clearwater Gas System.
[GM09- 2064 -017/ 172576/ 1 ] -2-
Task 1: Project Kick -Off Conference call
Black & Veatch will schedule a conference call with the Clearwater Gas to review the project
objectives, complete an overview of scope of activities and establish a project timeline
including discussing dates for the on -site portion of the project. Prior to the kick -off call,
Black & Veatch will issue a data request to the Clearwater Gas to obtain electronic copies of
documentation necessary to execute the project.
Deliverables:
• Kick -off Meeting Agenda
• Data Request
• Review Project Scope and Schedule
Task 2: On -site meetings and facility review
After completion of initial desktop reviews, Black & Veatch will arrange with Clearwater
Gas System for an extended visit by Black & Veatch professionals to the Clearwater Gas
System offices. Over a period of three to five days, Black & Veatch will meet with and
interview Clearwater Gas System personnel to discuss the gas utility's documents and
processes and discuss options for filling any identified gaps. As part of the on -site meetings,
Black & Veatch will identify key facilities to be visited by the assessment team in
conjunction with key Clearwater Gas staff input. At the conclusion of the on -site meetings
and facilities review, Black & Veatch will conduct a wrap -up meeting with Clearwater Gas,
including an Excel Based Exit Risk Report presentation of initial findings and
recommendations. After the visit, and as necessary, Black & Veatch will convene
teleconferences with Clearwater Gas to discuss and resolve any open questions.
Deliverables:
• Initial Review Findings Spreadsheet
• List of Documents Reviewed
Task 3: Complete Initial (High- Level) Assessment and prepare draft report
Using the initial findings and recommendations from the on -site meetings and facilities
review, Black and Veatch will identify any significant gaps in information and seek
additional data regarding such gaps through documents and follow -up interviews with the key
Clearwater Gas System staff involved with the management of the utility and each area being
reviewed for the initial assessment.
Black & Veatch will complete its initial assessment and prepare a draft report. The draft
report will describe the data collected, the areas of the utility reviewed, findings and
recommendations for remediation from the assessment. Black & Veatch will then submit the
draft report to Clearwater Gas for review and approval. Following comments and edits
received from Clearwater Gas, Black & Veatch will make any changes within one week for
submission as the final report.
Deliverables:
• Draft Report
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Task 4: Final Report
Black & Veatch will make the necessary changes to the draft Report to produce a Final
Report summarizing results of the initial assessment of the Clearwater Gas natural gas utility.
Deliverables:
• Final Report
Phase 2: Topical Area Reviews and Documentation Development
Based on the findings and recommendations of the initial assessment of the Clearwater Gas
System under Phase 1, Black & Veatch will work with Clearwater Gas System staff to prioritize
and coordinate additional reviews and development of documentation as required to fill gaps
and /or ensure regulatory compliance in existing methodologies, processes or documents for the
topical areas reviewed during Phase 1.
Phase 2 will also include:
• Utility Rate Study — When requested by Clearwater Gas, review the existing Utility Rate
Study for responsiveness to the financial and regulatory environment faced by Clearwater
Gas and, in collaboration with Clearwater Gas, and prepare updates to the Rate Study and
projections for future years as requested by Clearwater Gas. For budgetary purposes, one
(1) Rate Study update will be conducted during the Agreement period.
• Strategic Plan - When requested by Clearwater Gas, Black & Veatch will review the
current Strategic Plan and work with Clearwater Gas to assure that an updated Strategic
Plan contains a short-term (3 -5 year) and long -term (10 years) outlook.
• Emergency Plan — When requested by Clearwater Gas, Black & Veatch will work with
Clearwater to develop an effective mock drill exercise plan.
• Public Awareness Plan (PAP) — When requested by Clearwater Gas, Black & Veatch will
work with Clearwater to develop and incorporate a recognized method to demonstrate its
effectiveness.
• Material Specifications - When requested by Clearwater Gas, Black & Veatch will work
with Clearwater to develop a manual that contains all standardized approved materials
and equipment (tools) to be used in the gas system.
• Follow -up Evaluations — After the completion of the initial evaluation of each area
Black & Veatch will perform annual follow -up evaluations (four [4] total) to verify all
processes and procedures remain in compliance.
Topical areas may be separated into individual work engagements (Tasks), or grouped into sets
for addressing concurrently, as determined in cooperation with Clearwater Gas staff. If
Clearwater Gas System determines certain topical areas not required for review, then Black &
Veatch shall not perform such assessments.
Deliverables:
• Written reports documenting findings from documentation review(s)
• New documents or methodologies as required
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B. Compensation: Invoices are due upon receipt. Client will pay, and Consultant will accept
compensation for services provided based on the following fee basis:
Consultant has developed an estimated budget for the completion of the proposed work scope on
a time and materials basis based on the rates found below.
The following table lists bill rates that apply in 2015. These bill rates are subject to a five percent
(5 %) increase annually on the 1st day of each year, beginning January 2016 and throughout the
duration of the project.
JOB DESCRIPTION
2015 BILLING
RATES ($ /HR)
Analyst
170
Senior Analyst
215
Consultant
250
Manager
295
Principal
325
Director or Managing Director
340
Associate Vice President
365
Based on our consideration of the phases and tasks enumerated above, we believe a reasonable
budget to perform the services per the Scope of Work to be $300,000 plus expenses ( "Budget ").
This includes an estimated cost of $75,000 plus expenses for Phase 1 tasks and a budgetary
estimate of $225,000 plus expenses for Phase 2 tasks.
C. Invoicing: Immediately upon execution of the contract Consultant shall invoice Client for an
advance payment of $0. (The final invoice will show a credit for the amount of the advance
payment.) Consultant is under no obligation to submit any deliverable until such advance
payment is made.
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 incurred during the previous month and any interest due under this
Agreement. Invoices may be submitted electronically by email to
(brian.langille @ClearwaterGas.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.
D. 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.
For Independent Engineer personnel approved by Client that ultimately remain on the assignment
for more than 1 -year an increased tax burden pursuant to home and work jurisdiction tax laws
may arise. Client hereby requests that any resource that has or may exceed twelve months of
Services under this Exhibit be replaced with a resource with similar skill sets to continue to
perform the Services under this Exhibit. These compensatory charges are typically related to
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direct expenses that an Independent Engineer consultant may incur while remaining in the same
work location for more than 12 months. Further, this Agreement does not in any way constitute
Consultant or its representatives, employees or agents (collectively "Consultant ") as the agent,
employee or legal representative of the Client for any purpose whatsoever. Consultant is in all
respects an independent contractor and nothing contained in this Agreement shall create or be
construed as creating a partnership or joint venture between the Client and Consultant. The
Client shall in no way be responsible for any debts, accounts, obligations or other liabilities of the
Consultant, beyond the fees intended and provided for under this Agreement. Neither party is
authorized to incur debts nor obligations on the part of the other except as specifically authorized
in writing.
E. Schedule: The Consultant's schedule for completion of the services set forth in Section A above
is as follows:
Consultant will begin its Phase 1 scope or work beginning September 2015 and is estimated to
continue through January 2016. The Phase 2 scope of work is anticipated to begin in January
2016 and continue through August 2020.
IN WITNESS WHEREOF, the parties have executed this Exhibit A.
BLACK & VEATCH CORPORATION
By:
(P
1
ted) John M. Chevrette
Title: President
Countersigned:
. C eAvt t cr t \. i0s
George N. Cretekos
Mayor
Approved as to form:
Laura Mahony
Assistant City Attorney
[GM09- 2064 - 017/172576/1 ]
CITY OF CLEARWATER, FLORIDA
BY: (A) -10-4-i-LA,
William B. Horne II
City Manager
Attest:
Rosemarie Call
City Clerk
Legal
Approved
Reviewed
Date 8/31/2015
Approved
Date 8/31/2015