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HomeMy WebLinkAboutS Purchasing - Raftelis Financial Consultants ~~~ ~ f~ ~ ~ ~~9 CONSULTING AGREEMENT This Consulting Agreement ("Agreement") is entered into this day of ~, 2008 (hereinafter referred to as the effective date of the agreement) by an betwee Orange County, North Carolina ("Contracting Agency" or "County") and Raftelis Financial Consultants, Inc. ("Contractor"). Witnesseth WHEREAS, Contractor has substantial skill and experience in water and wastewater finance and pricing; and WHEREAS, County desires to hire Contractor and Contractor desires to provide wastewater finance and pricing services to County. NOW THEREFORE, for good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the Parties agree to the terms and conditions set forth herein. Article 1. Statement of Work Contractor shall provide the services outlined in the Scope of Work attached hereto and incorporated herein by reference to the same (Attachment A) to the County (the "Services"). The date for completion of the Services called for in this Agreement is within one hundred and twenty (120) days after the execution of this Agreement by both parties. Article 2. Compensation For the complete, satisfactory, and timely performance of the Services hereunder, Contractor will be paid at the hourly billing rates listed below: Position Hourly Billing_Rate Vice President $200 Manager $170 Senior Consultant $160 Administration $55 Furthermore, the Contractor will be reimbursed for reasonable expenses incurred in performance of the Services. For the Services outlined in the Scope of Work, the total professional fees and expenses paid to the Contractor will not exceed $14,829. Page 1 Article 3. Progress Reporting and Payment Contractor shall submit invoices to the County on a monthly basis for services rendered to the date thereof. Such invoices shall be supported by appropriate documentation; at a minimum, the task performed, the individuals working on such task, the level of each such individual, and expenses incurred. Each invoice will contain all hours and expenses from the Contractor for the month. Upon receipt of a satisfactory invoice, the County will remit payment of the invoice amount to the Contractor within 30 days. Article 4. Term and Termination The term of this A~reement shall be for a period beginning on the effective date hereof and expiring on the 180 day thereafter. Contractor or the County may terminate this Agreement at any time by providing the other party 15 days advance written notice of its intention to terminate. Contractor will be paid for all time and expenses reasonably incurred as of the termination date upon the County's receipt and approval of an invoice prepared and submitted in accordance with Article 3 above. Any renewal of this Agreement is at the option of the Parties and must be evidences by a writing executed by both parties. The provisions of Articles 6 and 9 shall survive termination or expiration hereof. Article 5. Place of Performance Contractor shall be responsible for maintaining its own office facilities and will not be provided with either office facilities or secretarial support by the County. Article 6. Subcontractors Not Applicable. Contractor shall not subcontract with any third party for the completion of the Services. Article 7. Confidential Information Contractor acknowledges and agrees that in the course of the performance of the services pursuant to this Agreement, Contractor may be given access to, or come into possession of, confidential information of the County which information contains trade secrets, proprietary data, privileged material, or other confidential information. Contractor acknowledges and agrees, except if required by judicial or administrative order, trial, or other governmental proceeding pertaining to this matter, that it will not use, duplicate, or divulge to others any such information, including without limitation, trade secrets belonging to or disclosed to Contractor by the County Page 2 without first obtaining written permission from the County. "Confidential information" as used herein, includes information, materials, products, and deliverables developed during, and discoveries and contributions made by Contractor in the performance of this Agreement. All tangible embodiments of such information shall be delivered to the County by Contractor upon termination hereof, or upon request by the County, whichever first occurs. The County acknowledges Contractor has the right to maintain its own set of work papers which may contain confidential information. Article 8. Independent Contractor Status It is understood and agreed that Contractor will provide the services under this Agreement on a professional basis as an independent contractor and that during the performance of the services under this Agreement, Contractor's employees will not be considered employees of the County within the meaning or the applications of any federal, state, or local laws or regulations including, but not limited to, laws or regulations covering unemployment insurance, old age benefits, worker's compensation, industrial accident, labor, or taxes of any kind. Contractor's employees shall not be entitled to benefits that may be afforded from time to time to County employees, including without limitation, vacation, holidays, sick leave, worker's compensation, and unemployment insurance. Further, the County shall not be responsible for withholding or paying any taxes or social security on behalf of Contractor's employees. Contractor shall be fully responsible for any such withholding or paying of taxes or social security. Article 9. Trademark and Trade Name This Agreement does not give either Party any ownership rights or interest in the other Party's trade name or trademarks. Article 10. Indemnification. Consultant agrees to defend, indemnify, and hold harmless Orange County from all loss, liability, claims or expense (including reasonable attorney's fees) arising from damages caused in whole or in part by the negligence or misconduct of Project Manager or its agents and employees, except to the extent same are caused by the negligence or willful misconduct of Orange County during the performance of the service called for under this Agreement. It is the intent of this section to require Project Manager to indemnify Orange County to the extent permitted under North Carolina law. ARTICLE 11. Insurance. The Consultant shall procure and maintain insurance for protection from claims under worker's compensation acts, claims for damages because of bodily injury including personnel injury, sickness or disease or death of any and all employees or of any person other than such employees and from claims or damages because of injury to or destruction of property Page 3 including loss of use resulting therefrom. The Consultant is required to provide policies certifying the following types of coverage: a) Worker's Compensation: Coverage to apply for all employees for statutory limits in compliance with the state and federal laws. The policy must include employers' liability with a limit of $100,000 each accident, $100,000 bodily injury by disease each employee and $500,000 aggregate. b) Comprehensive General Liability: Shall have minimum limits of $1,000,000 per occurrence combined single limit for bodily injury, liability and property damage liability. c) Automobile Liability: with a limit of $100,000 each accident, $100,000 bodily injury by and $500,000 aggregate. c) The County is to be included as an additional insured on the Comprehensive, General Liability. This requirement is to be stated on the Certificate of Insurance. Article 12. General Provisions A. Entire This Agreement represents the entire and sole agreement between the Parties Agreement: with respect to the subject matter hereof and supersedes any and all prior negotiations, understandings, representations, or consulting agreements whether written or oral. This Agreement cannot be modified, changed, or amended, except in writing signed by the Parties. B. Waiver: The failure of either Party to require performance by the other of any provision hereof shall in no way affect the right to require performance at any time thereafter, nor shall the waiver of a breach of any provision hereof be taken to be a waiver of any succeeding breach of such provision or as a waiver of the provision itself. All remedies afforded in this Agreement shall be taken and construed as cumulative; that is, in addition to every other remedy available at law or in equity. C. Relationship: Nothing herein contained shall be construed to imply a joint venture, partnership, or principal-agent relationship between Contractor and County; and neither Parry shall have the right, power, or authority to obligate or bind the other in any manner whatsoever, except as otherwise agreed to in writing. D. Assignment Neither Party shall assign or delegate this Agreement or any rights, duties, or and obligations hereunder without the express written consent of the other. Delegation: Subject to the foregoing, this Agreement shall inure to the benefit of and be binding upon the successors, legal representatives, and assignees of the Parties hereto, Page 4 E. Severability: If any provision of this Agreement is declared invalid or unenforceable, such provision shall be deemed modified to the extent necessary and possible to render it valid and enforceable. In any event, the unenforceability or invalidity of any provision shall not affect any other provision of this Agreement, and this Agreement shall continue in force and effect, and be construed and enforced, as if such provision had not been included, or had been modified as above provided, as the case may be. F. Governine This Agreement shall be governed by, and construed in accordance with, the Law: laws of the State of North Carolina. G. Paragraph The paragraph headings set forth in this Agreement are for the convenience Headings: of the Parties, and in no way define, limit, or describe the scope or intent of this Agreement and are to be given no legal effect. Page 5 • r>' IN WITNESS WHEREOF, the Parties have executed this Agreement by their duly authorized representatives. County By: Date fitness Raftelis Financial Consul/t~ants, Inc. By' ^'_ 6 V- Signature , U,ce ~rc,S~deu.'~' Title ~I ~ ~ Date ~ ~- Witn s This instrument has been pre-audited in the manner required by the Local Government Budget and Fiscal Control Act. I ~ Orange County Finance Duector Page 6