HomeMy WebLinkAbout09-c E W Siver and Associates PSA and SA No 1 EXECUTIVE SUMMARY
AGENDA ITEM:
Proposed Professional Service Agreement and Supplemental Agreement No.1 with E.W. Siver and
Associates, Inc. (EWSA)
Date: July 13,2023
BACKGROUND:
CCUA Staff has engaged EWSA,a risk management and insurance consultant,to provide professional
independent insurance related consulting services on an as needed basis. CCUA seeks to optimize its
overall risk financing programs,as well as monitoring the performance of existing brokers and insurers.
In the immediate term CCUA intends to use this consultant to assist in assessing and modifying the
insurance requirements in its standard construction contracts to ensure an optimal balance of risk
transfer, retention, and cost for its large-scale capital projects.
Section 17,last sentence, of Chapter 94-491,Laws of Florida, Special Acts of 1994, states:
"Nothing in this section shall be deemed to prevent the authority from hiring or retaining such
engineers, attorneys, financial experts, or other technicians as it shall determine, in its discretion, or
from undertaking any construction work with its own resources, without any such public
advertisement."
CCUA's current purchasing policy Section 6.F. states:
"Professional services, as permitted under Section 17 of Chapter 94-491,are excluded from the public
advertisement and competitive bidding requirements. Except in the case of an emergency,as described
in section A. above, such services shall be approved in advance by the Board of Supervisors."
Capital projects provide the potential for large, unforeseen losses to CCUA as well as a risk of being
unable to provide critical utility services to its customers. It is critical that CCUA attains an optimal
balance of risk transfer,retention,and cost in its major projects.Accordingly,the insurance consultant
will assist CCUA in formulating specific insurance requirements for its future construction projects.
CCUA Staff has engaged EWSA to provide expert insurance consulting services to assist it in
assessing and developing the insurance requirements in its standard construction contracts to ensure
an optimal balance of risk transfer, retention, and cost for its large-scale capital projects.
BUDGET:
Staff determined the fee for professional services is fair, competitive, and reasonable. EWSA will be
paid a standard fee of$220 per hour and will provide support, as needed. Supplemental Agreement
No.1 will not exceed$2,500.00.
//AW(Author)
//AW, SJ,KR(Review)
//KR(Final)
RECOMMENDATION:
Staff respectfully recommends the Board of Supervisors' approval of the Professional Service
Agreement with EWSA to provide On-going insurance consulting services to CCUA. Staff also
respectfully requests the engagement of EWSA under Supplemental Agreement No.1.
ATTACHMENTS:
Professional Service Agreement
E.W. Siver and Associates, Inc., Proposal
//AW(Author)
//AW, SJ,KR(Review)
//KR(Final)
PROFESSIONAL SERVICES AGREEMENT
BETWEEN
CLAY COUNTY UTILITY AUTHORITY
AND
E.W. SIVER AND ASSOCIATES, INC.
This PROFESSIONAL SERVICES AGREEMENT(the"Agreement"),made and entered
into as of this day of , 2023, between CLAY COUNTY UTILITY
AUTHORITY, an independent special district established and created pursuant to Chapter 94-
491, Laws of Florida, by Special Act of 1994, 3176 Old Jennings Road, Middleburg, FL 32068
(hereinafter "CCUA"), and E.W. SIVER AND ASSOCIATES, INC. (hereinafter "Consultant"
or"Soliant"), whose principal business address is P.O.Box 21343, St. Petersburg, Florida 33742.
The CCUA and Consultant may hereinafter be individually referred to as a"Party"and collectively
referred to as the "Parties".
WITNESSETH
WHEREAS, CCUA desires to engage a consultant to provide insurance consulting
services; and
WHEREAS, Consultant has experience and success in providing such services for similar
government entities; and
WHEREAS, CCUA and the Consultant desire by mutual agreement, to enter into this
Agreement as set forth herein.
NOW THEREFORE, for good and valuable consideration, the receipt and sufficiency of
which is hereby acknowledged, the Parties do hereby agree as follows:
1. RECITALS
The Parties agree that all the foregoing recitals are true and correct and are hereby
incorporated by reference herein.
2. SERVICES BY THE CONSULTANT
Consultant shall be responsible for providing on-going professional insurance advice and
recommendations to CCUA.
A. Work to be performed by the Consultant shall be on an as needed basis as determined
by CCUA. All work shall be mutually negotiated with the Consultant and CCUA by
Supplemental Agreement(s) at the request of CCUA, When requested, by CCUA, the
Consultant shall prepare a detailed scope of services (hereinafter referred to as
"Scope"), list deliverables, schedules,work hour budget and a not to exceed fee budget
for the associated work needed to complete the "Supplemental Agreement" (herein so
called) for CCUA's review and approval prior to the Consultant beginning any work.
Fees shall be based on the established Agreement hourly rates, fees and charges and as
set forth in each Supplemental Agreement.
B. The Consultant shall not commence work on the Supplemental Agreement without
prior written Notice to Proceed(hereinafter referred to as"NTP")by CCUA.Following
the issuance of such NTP the Consultant shall be authorized to commence work
promptly and shall carry on all such services and work as may be required in a timely
and diligent manner to completion. The Consultant hereby releases CCUA from any
claim for damages or compensation,whether in contract,tort or otherwise, in the event
that no NTP is issued pursuant to this Agreement.
C. All services and duties shall be conducted and performed by the Consultant diligently,
completely and in accordance with professional standards of conducted and
performance. The Consultant acknowledges the importance of CCUA's schedules and
agrees to put forth its reasonable professional efforts in performing the services under
this Agreement with due diligence to achieve the mutually agreed upon schedules. The
Consultant agrees to employ, engage, retain and/or assign an adequate number of
personnel throughout the period of this Agreement so that all Supplemental
Agreement(s)and Scope(s)will be provided,performed,and completed in a timely and
diligent manner throughout. Should the Consultant be obstructed or delayed in the
prosecution or completion of its obligations under this Agreement and its Supplemental
Agreement(s) as a result of causes beyond the control of the Consultant, or its
subconsultant(s) and/or subcontractor(s), and not due to its fault or neglect, the
Consultant shall notify CCUA in writing, within five (5) calendar days after the
commencement of such delay, stating the cause(s)thereof and requesting an extension
of the Consultant's time performance. Upon receipt of the Consultant's request for an
extension of time, CCUA will begin determination with the Consultant of the length of
extension and legitimacy of cause.
D. "Additional services" (herein so called) beyond the work identified in the
Supplemental Agreement, Scope shall only be authorized to be performed or provided
by the Consultant when agreed to in writing in advance by both parties. In any case in
which the Consultant deems that additional compensation is due for its services or
materials which is not expressly covered in the Supplemental Agreement, or not
specifically authorized in writing by CCUA, the Consultant shall notify CCUA in
writing and must receive prior written approval thereof from CCUA. If the Consultant
fails to provide its written notice or does not receive CCUA's written approval prior to
performing or providing any Additional Services, the Consultant shall not receive and
additional compensation for the same.
E. The Consultant shall perform Quality Control (hereinafter referred to as "QC")review
for all deliverables and supporting work prepared by the Consultant upon which those
documents are based. The Consultant shall provide CCUA with a summary of each QC
reviewed document which identifies the document reviewed and the QC review steps
that were performed. The Consultant shall keep the original or copy of each QC
reviewed document bearing distinguishable markings that identify the QC review steps
that were performed by whom and when for the Duration of this Agreement and in
accordance with the Retention of Documents section of this Agreement. The
Consultant shall provide copies of the QC documents to CCUA upon request.
F. The Consultant shall put forth its best professional efforts to comply with applicable
laws, codes, rules, and regulations in effect as of the date of the execution of this
Agreement and the date of deliverables or submissions. In providing services the
Consultant shall perform in a manner which, at a minimum, is consistent with that
degree of care and skill ordinarily exercised by members of the same profession
currently practicing under similar circumstances at the same time and in the same or
similar locality. The Consultant is responsible for the quality, accuracy, completeness,
and coordination of all deliverables and other services the Consultant or it
Subconsultants, Subcontractors, or Suppliers provide.
3. COMPENSATION
A. Compensation will be as outlined in Exhibit 'A'. Any additional expenses incurred
will require pre-approval from the designated CCUA staff member.
B. CCUA shall make payments to the Consultant based upon the approved invoices and
supporting documentation and deliverables within thirty (30) days of the receipt by
CCUA of a complete invoice.All invoices shall be sent to the attention of the Accounts
Payable Office at accountspayable@clayutility.org, and shall include back-up
documentation as required by CCUA. Invoice payment requirements do not start until
a properly completed invoice is provided to CCUA. If an invoice is not approved, in
whole or in part, CCUA will inform the Consultant of the issue and Consultant will not
be paid until the issue has been resolved to the satisfaction of CCUA.
C. All prices are to remain firm for a period of one (1) year from the effective date of the
Agreement. CCUA will consider price escalation or de-escalation prior to the annual
anniversary date of the Agreement. Escalation and de-escalation will be reviewed by
CCUA on an item-by-item basis. The Consultant may request increases or decreases
in price as follows:
1. Within at least ninety (90) days prior to the anniversary date of the Agreement
term, the Consultant may submit a written request for escalation or de-
escalation only on items for which it can no longer honor the awarded price.
The request must include CCUA's stock number, if applicable, a brief
description of the item, and a new price that will remain firm until the next
anniversary date of the Agreement term.
D. CCUA reserves the right to:
1. Grant or decline any request for escalation or de-escalation with or without
cause.
2. Request documentation from the referenced parts manufacturer justifying any
requested increase. In the event of such request, CCUA will only allow the
Consultant to increase its price by the amount of the actual increase as provided
by the parts manufacturer.
3. The justification for the increase shall be based on an average of the previous
twelve (12)months of the overall Consumer Price Index(CPI).
E. Any decision of CCUA to grant or decline a request for price adjustment will be at
CCUA's sole discretion and its decision shall be final. Annual rate adjustments for
services will be at the discretion of CCUA
4. TERM OF AGREEMENT AND TERMINATION
A. This Agreement shall be effective on the date first written above and shall be effective
until July 20,2026,with the option to renew for one(1)additional two(2)year renewal
option upon mutual agreement by both Parties.
B. CCUA may terminate this Agreement, in whole or in part, by delivering to the
Consultant a written Notice of Termination. CCUA may terminate the Agreement for
its convenience or for failure of the Consultant to fulfill any of its obligations
hereunder, including without limitation, the Consultant's failure to complete work
within the required time or the Consultant's failure to diligently proceed with the work
to the satisfaction of CCUA. Except in the case of a termination by CCUA for its
convenience,the Consultant shall have the opportunity to affect a remedy within fifteen
(15) days of the Notice of Termination, to the satisfaction of CCUA, as determined in
CCUA's sole and absolute discretion.Upon the Consultant's receipt of a written Notice
of Termination from CCUA,the Consultant shall: (1)immediately stop all further work
unless otherwise directed in writing by CCUA as no compensation shall be paid for
any work performed after receipt of such notice (provided however that expense of a
nature which cannot be immediately terminated shall be reimbursed at the minimum
amount which may reasonably be arranged for such termination, if CCUA concurs);
and(2)deliver to CCUA's Project Manager copies of all data, drawings, specifications,
reports, estimates, summaries, and other information and materials prepared while
performing this Agreement, whether completed or in process, in both paper and
electronic formats acceptable to CCUA. In addition, if the Consultant has possession
of CCUA goods, it shall immediately provide CCUA with an accounting of same and
protect and preserve those goods until surrendered to CCUA or its agent(s)or otherwise
disposed of as directed by CCUA.
C. These termination provisions shall be made a part of all subcontracts under this
Agreement.
D. After the effective date of the Notice of Termination, CCUA will only pay for
work/services already performed and goods already delivered and accepted in
accordance with the terms of the Agreement. At the discretion of CCUA, CCUA may
make an equitable adjustment to the compensation due to the Consultant, but under no
circumstances shall the Consultant be entitled to payment for any anticipatory profit,
for work/services not yet performed, or for goods not accepted by CCUA.
5. STATUS AND ACTIVITIES OF CONSULTANT
Consultant (and all of its employees and subconsultants) is associated with CCUA as an
independent contractor and not as an employee.
A. It is understood that Consultant is an independent contractor and is not an employee,
agent, partner, or representative of CCUA. As such, Consultant is responsible, where
necessary, to obtain, at Consultant's sole cost, workers' compensation insurance,
disability benefits insurance, and any other insurances that may be required by law.
CCUA will not provide, nor will it be responsible to pay for, benefits for Consultant.
Any such benefits, if provided for Consultant, including, but not limited to health
insurance, paid vacation, paid holidays, sick leave, or disability coverage of whatever
nature, must be obtained and paid for by Consultant or by other means but in no event
will they be obtained and paid for by CCUA.
B. Consultant, and not CCUA, will be responsible for the manner and scope in which
Consultant performs the Scope of Work, but agrees that all manner and methods
employed by it will be subject to approval by CCUA. Notwithstanding that,Consultant
agrees that it will at all times conduct itself in an ethical and honest manner and in full
compliance with all applicable laws and regulations.
C. Consultant may use materials prepared by CCUA for purposes of carrying out its
obligations under this Agreement. Consultant may use such materials only upon the
terms and conditions stated by CCUA from time to time. Consultant may not modify
or amend any materials that it is authorized to use without the prior written consent of
CCUA. Except as expressly authorized in this Agreement, Consultant shall not have
any right to use any name, trademark, copyright, or other designation of CCUA in
advertising, publicity or marketing materials. In the event that Consultant desires to
produce its own materials referring to CCUA's business, using CCUA's intellectual
property, and suggesting any relationship, whatsoever, between it and CCUA, except
as otherwise authorized in this Agreement ("Consultant Produced Materials"),
Consultant shall submit the Consultant Produced Materials to and obtain advance
written approval from an authorized representative of CCUA prior to printing and the
dissemination of any such Consultant Produced Materials to any third party. CCUA
shall have sole discretion to approve or disapprove of all Consultant Produced
Materials. All materials furnished to Consultant by CCUA are the property of CCUA
and shall be used only in the manner intended and for the furtherance of CCUA's
business. Any materials, including Consultant Produced Materials, in Consultants
possession or control at the termination of this Agreement shall be promptly returned
to CCUA.
D. Consultant shall not be subject to the provisions of any handbook or the rules and
regulations applicable to employees of CCUA, since it shall fulfill her responsibilities
independent of and without supervisory control by CCUA.
E. Consultant agrees to pay all employment taxes and other applicable taxes, including
sales taxes and income taxes.
F. Consultant agrees that it is not a joint employer with CCUA and further agrees that
neither Party possess control over the essential terms and conditions of employment
the other Party's employees.
6. CONFIDENTIALITY
A. For purposes of this Agreement, "Confidential Information" shall include all
information or material that has or could have commercial value or other utility in the
business or industry in which Disclosing Party is engaged. Additionally, "Confidential
Information" shall also include any and all personal, protected or otherwise sensitive
information which the Receiving Party might be exposed to during the day-to-day
operations of the Disclosing Party.
B. Receiving Party's obligations under this Agreement do not extend to information that
is: (a) publicly known at the time of disclosure or subsequently becomes publicly
known through no fault of the Receiving Party; (b) discovered or created by the
Receiving Party before disclosure by Disclosing Party; (c) learned by the Receiving
Party through legitimate means other than from the Disclosing Party or Disclosing
Party's representatives; or (d) is disclosed by Receiving Party with Disclosing Party's
prior written approval.
C. Receiving Party shall hold and maintain the Confidential Information in strictest
confidence for the sole and exclusive benefit of the Disclosing Party. Receiving Party
shall carefully restrict access to Confidential Information to employees,contractors and
third parties as is reasonably required and shall require those persons to sign
nondisclosure restrictions at least as protective as those in this Agreement. Receiving
Party shall not, without prior written approval of Disclosing Party, use for Receiving
Party's own benefit,publish, copy, or otherwise disclose to others, or permit the use by
others for their benefit or to the detriment of Disclosing Party, any Confidential
Information.Receiving Party shall return to Disclosing Party any and all records,notes,
and other written, printed, or tangible materials in its possession pertaining to
Confidential Information immediately, if Disclosing Party requests it in writing.
D. The nondisclosure provisions of this Agreement shall survive the termination of this
Agreement by a period of five (5)years.
E. Nothing contained in this Agreement shall be deemed to constitute either Party a
partner,joint venture or employee of the other Party for any purpose.
F. If a court finds any provision of this Agreement invalid or unenforceable,the remainder
of this Agreement shall be interpreted so as best to affect the intent of the parties.
G. This Agreement expresses the complete understanding of the Parties with respect to the
subject matter and supersedes all prior proposals, agreements, representations and
understandings. This Agreement may not be amended except in a writing signed by
both Parties.
H. The failure to exercise any right provided in this Agreement shall not be a waiver of
prior or subsequent rights.
7. PUBLIC RECORDS AND RELATED INQUIRIES
A. Notwithstanding anything contained in this Agreement to the contrary, the Consultant
acknowledges that CCUA is subject to the Florida Public Records Law, and that in
compliance therewith,at the sole discretion of CCUA,CCUA may disseminate or make
available to any person, without the consent of the Consultant, information regarding
this Agreement, including but not limited to information in the: responses;
requirements; specifications; drawings; sketches; schematics; models; samples; tools;
computer or other apparatus programs; or technical information or data, whether
electronic,written,or oral,furnished by the Consultant to CCUA under this Agreement,
and that copies of work products and related materials prepared or received by the
Consultant under this Agreement are public records.
B. Notwithstanding anything contained in this Agreement to the
contrary, the Consultant shall allow public access to all documents,
papers, letters, or other material subject to the provisions of Chapter
119, Florida Statutes, made or received by the Consultant in
conjunction with this Agreement. Specifically, if the Consultant is
acting on behalf of CCUA, the Consultant shall:
1. Keep and maintain public records that ordinarily and necessarily
would be required by CCUA in order to perform the services
being performed by the Consultant;
2. Provide the public with access to public records on the same terms
and conditions that CCUA would provide the records and at a
cost that does not exceed the cost provided in chapter 119 Florida
Statutes, or as otherwise provided by law;
3. Ensure that public records that are exempt or confidential and
exempt from public records disclosure requirements are not
disclosed except as authorized by law; and
4. Meet all requirements for retaining public records; transfer, at no
cost to CCUA, all public records in possession of the Consultant
upon termination of this Agreement; and destroy any duplicate
public records that are exempt or confidential and exempt from
public records disclosure requirements. All records stored
electronically must be provided to CCUA in a format that is
compatible with the information technology systems of CCUA.
C. The Consultant shall immediately provide CCUA with a copy of any Request to Inspect
or Copy Public Records in possession of the Consultant and the Consultant shall also
promptly provide CCUA with a copy of the proposed response to each such request.
No release of any such records by the Consultant shall be made without approval of
CCUA. The Consultant's failure to grant approved public access will be grounds for
immediate termination of this Agreement by CCUA.
D. All media and other inquiries concerning the Agreement and/or the Consultant's Scope
of Work shall be directed to CCUA's Executive Officer. The Consultant shall not make
any statements, press releases, or publicity releases concerning this Agreement or its
subject matter or otherwise disclose or permit to be disclosed any of the data or other
information obtained or furnished in compliance with this Agreement, or any
particulars thereof, without CCUA's written consent. However, the Consultant may
communicate directly with public agencies when required to do so as part of the Scope
to be performed hereunder.
8. CONFLICT OF INTEREST
A. The Consultant shall not promise any employee of CCUA, whose duties include
matters relating to or affecting the subject matter of this Agreement, compensation of
any kind or nature from the Consultant, while such employee is employed by CCUA,
or for one (1)year thereafter.
B. The Consultant affirms that it will not take part in any activities that will be a conflict
of interest with CCUA or that would appear to compromise the integrity of CCUA. The
Consultant shall provide written notice to CCUA immediately upon occurrence or first
identification of any potential conflict-of-interest situation.
C. Upon request by CCUA, the Consultant shall execute any Conflict-of-Interest
Certification that may be required.
9. INDEMNIFICATION
To the fullest extent permitted by law, the Consultant shall indemnify, defend, and hold
harmless CCUA and its Board of Supervisors, officers, and employees, from liabilities,
damages, losses, and costs, including but not limited to reasonable attorneys' fees, to the
extent caused by the negligence, recklessness, or intentionally wrongful conduct of the
Consultant and other persons or entities employed or utilized by the Consultant in the
performance of this Agreement. The provisions of this Paragraph shall survive the
termination of this Agreement. The indemnification obligation hereunder shall not be
limited in any way by amount or type of damages, compensation or benefits payable under
workers' compensation acts, disability benefits acts, or other employee benefit acts.
10. PUBLIC ENTITY CRIMES
CCUA reserves the right to terminate this Agreement effective immediately upon written
notice in the event that the Consultant or any of its affiliate(s) are placed on the State of
Florida convicted vendor list pursuant to Section 287.133, Florida Statutes. For purposes
hereof, "affiliate" shall have the meaning set forth in Section 287.133(1)(a), Florida
Statutes.The Consultant shall advise CCUA promptly after conviction of any"public entity
crime" as defined in Section 287.133(1)(g), Florida Statutes, applicable to the Consultant
or any of its affiliate(s).
11. EQUAL EMPLOYMENT OPPORTUNITY AND NONDISCRIMINATION
A. The Consultant on its own behalf, and on behalf of any subconsultants, agrees that it,
and they, will comply with all federal, state and local laws and ordinances as well as
any and all rules, regulations and executive orders promulgated to ensure that it will
not unlawfully discriminate against anyone based on race, color, religion, national
origin, sex (including gender identity, sexual orientation, and pregnancy), age, genetic
information, disability, veteran status, or other protected class in the performance of
work or any other activity under this Agreement. This provision binds the Consultant
and any subconsultants from the effective date of the Agreement through the
completion of the Agreement. Consultant agrees to include the language in this
paragraph in any Agreement between it and its subconsultants and to provide evidence
to CCUA that such language has, in fact,been included in the Agreement.
B. The Consultant shall permit access to its books, records, accounts, other sources of
information, and its facilities, as may be determined by CCUA to be pertinent to
ascertain compliance with this Section.
12. DISPUTES,DEFAULTS AND REMEDIES
A. Disputes arising in the performance of this Agreement shall be decided in writing by
CCUA's Executive Director,and the decision rendered shall be final and conclusive for
CCUA.
B. The Consultant and CCUA agree that any suit, action,or other legal proceeding arising
out of or relating to this Agreement shall be brought in the Circuit Court of Clay
County, and each Party hereby consents to the jurisdiction of each such court over any
such suit, action, or proceeding, and waives any objection which it or they may have to
the laying of venue of any such suit, action, or proceeding, and any of such courts. This
provision is a material inducement for CCUA and the Consultant entering into the
transactions contemplated hereby.
C. Each Party shall bear their own attorney's fees in connection with the performance,
interpretation, and enforcement of this Agreement.
13. INSURANCE
Insurance will be as outlined in Exhibit 'B'.
14. MISCELLANEOUS
A. The Consultant is not authorized to act as CCUA's agent and shall have no authority,
expressed or implied,to act for or bind CCUA,unless otherwise expressly set forth for
a particular purpose in a separate writing by CCUA.
B. This Agreement and the rights of all Parties hereunder shall be construed and enforced
in accordance with the laws of the State of Florida.
C. No recourse under or upon any obligation, covenant, or agreement contained in this
Agreement or any other agreements or documents pertaining to the work, as such may
from time to time be altered or amended in accordance with the provisions hereof, or
under any judgment obtained against CCUA or by the enforcement of any assessment
or by any legal or equitable proceeding by virtue of any statute or otherwise, whether
under or independent of this Agreement, shall be had against any Board Member,
officer, employee or agent, as such,past,present or future, of CCUA either directly or
indirectly, for any claim arising out of this Agreement, or for any sum that may be due
and unpaid by CCUA. Any and all personal liability of every nature, whether at
common law,in equity,by statute,by constitution or otherwise,of any CCUA member,
officer, employee, or agent as such, to respond by reason of any act or omission on his
or her part or otherwise for any claim arising out of this Agreement, or for the payment
for or to CCUA, or any receiver therefor or otherwise, of any sum that may remain due
and unpaid by CCUA, is hereby expressly waived and released as a condition of and
as consideration for the execution of this Agreement.
D. Consultant will not use the name of CCUA or quote the opinion of any employees of
CCUA or refer to CCUA directly or indirectly in any promotional literature or
correspondence, news release, advertisement, or release to any professional or trade
publications without receiving specific written approval for such use or release from
CCUA. However,this Paragraph will in no way limit the Consultant's ability to satisfy
any governmental required disclosure of its relationship with CCUA.
E. This Agreement is binding upon the Parties hereto and their respective successors and
assigns. The Consultant shall not assign, sell, or transfer its interest in this Agreement
without CCUA's express written consent.Any such assignment by the Consultant must
contain a provision allowing CCUA to assert against any assignee,any and all defenses,
setoffs, or counterclaims which CCUA would be entitled to assert against the
Consultant.
F. This Agreement may be modified or amended only by a writing signed by each of the
Parties hereto. Neither electronic mail nor instant messaging shall be considered a
"writing"for purposes of amending, supplementing, or modifying this Agreement. No
additional services shall be performed until such additional services are provided for in
an Amendment executed by both Parties.
G. The Consultant shall perform (and cause all subconsultants to perform) the Scope of
Work in a manner that is consistent with the level of reasonable care, skill,judgment,
and ability provided by others providing a similar scope of work in the same geographic
area. The standard of care shall not be altered by the application, interpretation, or
construction of any other provision of this Agreement, or any document incorporated
or referenced herein, including the Solicitation. Unless otherwise expressly allowed
by the specifications, all items furnished by the Consultant in connection with the work
performed hereunder must be completely new and free from defects.
H. All of the personnel assigned by the Consultant and all subconsultants shall be qualified
and authorized under state and local laws to perform the services described in the Scope
of Work, whether by appropriate license, registration, certification, or other
authorization.
I. When the Agreement requires services, all correspondence, documents, drafts, data
compilations and tabulations, research, analysis, plans, reports, and work product of
any kind, in any medium, submitted to or prepared by or for the Consultant in
connection with this Agreement, are the sole property of CCUA and shall be scanned
into electronic format and provided to CCUA in an indexed, logical, searchable format
on computer Compact Disks (CDs) or other format acceptable to CCUA. Such
correspondence must be provided to CCUA within thirty (30) days of the close-out of
the Agreement and must be received before CCUA will release final payment to the
Consultant. The original documents shall be maintained by the Consultant for a period
of five (5) years after the completion of final payment by CCUA. Thereafter, or upon
termination of this Agreement for any reason, such records shall immediately be
delivered to CCUA.
J. This Agreement, when executed by the Parties, shall be effective as of the date stated
above. This Agreement fully and completely expresses the agreement of the Parties
with respect to the matters contained herein and shall not be modified or further
amended except by written agreement executed by each of the Parties hereto. The
Consultant understands and agrees that no representations of any kind whatsoever have
been made to it other than as appear in this Agreement, that it has not relied on any
such representations and that no claim that it has so relied on may be made at any time
and for any purpose.
K. This Agreement may be executed in any number of counterparts, each of which shall
be deemed original;however, all of which when taken together shall constitute one and
the same instrument.
L. This Agreement and all Ancillary Documents may be executed and delivered by email
or other electronic signature method in accordance with Chapter 668, Florida Statutes,
and will have the same force and effect as a written signature.
(Signatures on following page)
IN WITNESS WHEREOF, the Parties have executed this Professional Services Agreement,
effective as of the date indicated above.
E.W. SI R AND SS CIATES,INC.:
By:
Printed Name: <<cM �orcP nl
Title: \./t Le, Pres:CA cam! T
CLAY COUNTY UTILITY AUTHORITY:
By:
Printed Name: Jeremy Johnston
Title: Executive Director
APPROVED AS TO FORM:
By:
Angelia Wilson,Procurement Manager
Execute in Triplicate Distribution(electronic):
1. E.W. Siver and Associates, Inc.
2. CCUA Contract Repository
3. CCUA Project Manager—User Department
EXHIBIT 'A' - COMPENSATION
E.W. Siver and Associates Inc. standard Fee is $220/hour.
EXHIBIT 'B' - GENERAL INFORMATION AND INSURANCE REQUIREMENTS
1. COMMERCIAL GENERAL LIABILITY INSURANCE
The Consultant shall purchase and maintain at the Consultant's expense Commercial General
Liability insurance coverage(ISO or comparable Occurrence Form)for the life of this Agreement.
Modified Occurrence or Claims Made forms are not acceptable.
The Limits of this insurance shall not be less than the following limits:
Each Occurrence Limit $1,000,000
Personal & Advertising Injury Limit $1,000,000
Fire Damage Limit (any one fire) $ 300,000
Medical Expense Limit(any one person) $ 10,000
Products & Completed Operations Aggregate Limit $2,000,000
General Aggregate Limit(other than Products &
Completed Operations) Applies Per Project $2,000,000
General liability coverage shall continue to apply to "bodily injury" and to "property damage"
occurring after all work on CCUA's site of the covered operations to be performed by or on behalf
of the additional insureds has been completed and shall continue after that portion of"your work"
out of which the injury or damage arises has been put to its intended use.
2. WORKERS' COMPENSATION AND EMPLOYER'S LIABILITY INSURANCE
The Consultant shall purchase and maintain at the Consultant's expense Workers' Compensation
and Employer's Liability insurance coverage for the life of this Agreement.
The Limits of this insurance shall not be less than the following limits:
Part One—Workers' Compensation Insurance—Unlimited
Statutory Benefits as provided in the Florida Statutes and
Part Two—Employer's Liability Insurance
Bodily Injury By Accident $500,000 Each Accident
Bodily Injury By Disease $500,000 Policy Limit
Bodily Injury By Disease $500,000 Each Employee
*If leased employees are used,policy must include an Alternate Employer's Endorsement
3. EXCESS LIABILITY INSURANCE
The Consultant shall purchase and maintain at the Consultant's expense Excess Liability
(Umbrella Form) insurance coverage for the life of this Agreement.
The Limits of this insurance shall not be less than the following limits:
Each Occurrence Limit $2,000,000
Aggregate Limit $2,000,000
4. PROFESSIONAL LIABILITY (ERRORS & OMISSIONS)
This additional coverage will be required for all projects involving consultants, engineering
services, architectural or design/build projects, independent testing firms and similar exposures.
The Consultant shall purchase and maintain at the Consultant's expense Professional Liability
insurance coverage for the life of this Agreement.
If the Agreement includes a requirement for Professional Liability or Errors and Omissions
insurance, the minimum amount of such insurance shall be as follows:
Each Occurrence/Annual Aggregate $2,000,000
Project Specific
Design Professional Liability coverage will be provided on an Occurrence Form or a Claims
Made Form with a retroactive date to at least the first date of this Agreement. If provided on a
Claims Made Form, the coverages must respond to all claims reported within three years
following the period for which coverage is required and which would have been covered had the
coverage been on an occurrence basis.
5. CYBER AND DATA SECURITY LIABILITY
This additional coverage will be required for all projects involving information technology
services, software providers, programmers and similar exposures.
The Consultant shall purchase and maintain at the Consultant's expense Cyber and Data Security
Liability insurance coverage for the life of this Agreement.
If the Agreement includes a requirement for Cyber and Data Security Liability insurance, the
minimum amount of such insurance shall be as follows:
Technology Errors and Omissions Liability coverage $2,000,000
Media $2,000,000
Network and Data(Information) Security $2,000,000
Policy coverage must include Third Party Liability coverage.
Consultant shall require each of his Consultants to likewise purchase and maintain at their expense
Commercial General Liability insurance, Workers' Compensation and Employer's Liability
coverage, Automobile Liability insurance and Excess Liability insurance coverage meeting the
same limit and requirements as the Consultant's insurance.
Certificates of Insurance acceptable to CCUA for the Consultant's insurance must be received
within five (5) days of Notification of Selection and at time of signing this Agreement.
Certificates of Insurance and the insurance policies required for this Agreement shall contain an
endorsement that coverage afforded under the policies will not be cancelled or allowed to expire
until at least thirty(30) days prior written notice has been given to CCUA.
Certificates of Insurance and the insurance policies required for this Agreement will include a
provision that policies, except Workers' Compensation, are primary and noncontributory to any
insurance maintained by the Consultant.
CCUA must be named as an Additional Insured and endorsed onto the Commercial General
Liability (CGL), Auto Liability and Excess Liability policy(ies). A copy of the endorsement(s)
must be supplied to CCUA ten(10)days following the execution of this Agreement or prior to the
first date of services, whichever comes first.
CGL policy Additional Insured Endorsement must include Ongoing and Completed
Operations (Form CG2010 11 84 OR Form CG2010 04 13 and GC2037 04 13 edition or
equivalent). Other Additional Insured forms might be acceptable but only if modified to
delete the word "ongoing" and insert the sentence "Operations include ongoing and
completed operations".
CGL policy shall not be endorsed with Exclusion - Damage to Work performed by
Subconsultants on Your Behalf(CG2294 or CG2295)
CGL policy shall not be endorsed with Contractual Liability Limitation Endorsement
(CG2139) or Amendment of Insured Contract Definition (CG 2426)
CGL policy shall not be endorsed with Exclusion-Damage to Premises Rented to you(CG
2145)
CGL policy shall include broad form contractual liability coverage for the Consultant
covenants to and indemnification of CCUA under this Agreement
Certificates of Insurance and the insurance policies required for this Agreement shall contain a
provision under General Liability,Auto Liability and Workers' Compensation to include a Waiver
of Subrogation clause in favor of CCUA.
All Certificates of Insurance shall be dated and shall show the name of the insured Consultant,the
specific job by name and job number, the name of the insurer, the policy number assigned its
effective date and its termination date and a list of any exclusionary endorsements.
All Insurers must be authorized to transact insurance business in the State of Florida as provided
by Florida Statute 624.09(1) and the most recent Rating Classification/Financial Category of the
insurer as published in the latest edition of"Best's Key Rating Guide' (Property-Casualty) must
be at least A- or above.
All of the above referenced Insurance coverage is required to remain in force for the duration of
this Agreement and for the duration of the warranty period. Accordingly,at the time of submission
of final application for payment, Consultant shall submit an additional Certificate of Insurance
evidencing continuation of such coverage.
If the Consultant fails to procure,maintain or pay for the required insurance, CCUA shall have the
right (but not the obligation) to secure same in the name of and for the account of Consultant, in
which event, Consultant shall pay the cost thereof and shall furnish upon demand, all information
that may be required to procure such insurance. CCUA shall have the right to back-charge
Consultant for the cost of procuring such insurance. The failure of CCUA to demand certificates
of insurance and endorsements evidencing the required insurance or to identify any deficiency in
Consultant's coverage based on the evidence of insurance provided by the Consultant shall not be
construed as a waiver by CCUA of Consultant's obligation to procure, maintain and pay for
required insurance.
The insurance requirements set forth herein shall in no way limit Consultant's liability arising out
of the work performed under the Agreement or related activities. The inclusions, coverage and
limits set forth herein are minimum inclusion, coverage and limits. The required minimum policy
limits set forth shall not be construed as a limitation of Consultant's right under any policy with
higher limits, and no policy maintained by the Consultant shall be construed as limiting the type,
quality or quantity of insurance coverage that Consultant should maintain. Consultant shall be
responsible for determining appropriate inclusions, coverage, and limits, which may be in excess
of the minimum requirements set forth herein.
If the insurance of any Consultant or any Subconsultant contains deductible(s),penalty(ies)or self-
insured retention(s), the Consultant or Subconsultant whose insurance contains such provision(s)
shall be solely responsible for payment of such deductible(s), penalty(ies) or self-insured
retention(s).
The failure of Consultant to comply at all times fully and strictly with the insurance requirements
set forth herein shall be deemed a material breach of this Agreement.
Insurance
Consultants
IVER
Post Office Box 21343
St.Petersburg,Florida 33742-1343
Telephone:(727)577-2780
Email:kgordon@siver.com
July 7, 2023 SENT VIA EMAIL
Mr. Stanley Jurewicz
Risk& Safety Manager
Clay County Utility Authority
3176 Old Jennings Road
Middleburg, FL 32068
Subject: Insurance Consulting Services
Siver Proposal
Dear Mr. Jurewicz:
We appreciate the opportunity to provide this proposal for the Clay County Utility
Authority (CCUA). We offer the following proposal for E.W. Siver and Associates, Inc.
DBA Siver Insurance Consultants (Siver) to provide insurance consulting services for
CCUA to assist in the development of effective insurance requirements for CCUA
contracts and vendors.
SCOPE OF WORK
It is our understanding that CCUA is interested in the following services.
Act as an independent insurance advisor to CCUA and proactively provide ongoing,
unbiased, professional advice and recommendations that benefit CCUA which may
include,but is not limited to, the following items:
a. Audit, monitor, review and provide analysis of insurance programs applicable to
CCUA and identification of risk transfer and risk financing options.
b. Perform the following tasks for periodic requests for proposals for the insurance
coverages or brokers for CCUA's insurance program:
i. Assist in the preparation of insurance specifications;
ii. Provide written recommendations and assist in the timely review of
qualified insurance plans proposed for final selection and approval by
CCUA; and,
iii. Attend all meetings relevant to CCUA solicitation process, as needed, to
include drafting meetings, technical evaluation meetings, or other meetings.
SIVER INSURANCE CONSULTANTS
Mr. Stanley Jurewicz
July 7, 2023
Page 2
c. Assist the Authority in recording, filing and collecting insurance claims and in
communicating with the insurance companies.
d. Assist CCUA, as needed, in analyzing loss exposures from existing and new
operations and determine the appropriate risk management alternatives, including types,
availability, costs and extent of coverage that should be considered.
e. Consult on lease and contract insurance and bond requirements.
f. Upon request, prepare a comprehensive review and analysis of CCUA insurance
program,portfolio and claims history.
g. Provide CCUA timely information regarding market developments or other
significant problems that could affect insurance coverage for CCUA.
h. Consult and cooperatively engage with CCUA Risk and Safety Manager and CCUA
staff on insurance and coverage related issues.
i. Review insurance quotes, as needed, to determine whether policy and coverage
configuration is in the best interest of CCUA.
j. Other related insurance services as requested by CCUA.
All services will be on an as-needed basis and will be at the request of CCUA.
SIVER FEES
As is our normal practice, if retained, we will bill CCUA monthly for consulting services.
At the end of each month we will provide an invoice describing the date a particular
service was performed, the name of the person providing the service, a general
description of the work performed, the hourly rate and the earned fee for our services
during the month. Our fees develop on the following basis:
Senior Consultants $220 per hour
Typical business expenses (i.e., mileage, lodging, meals, etc.)will be billed in addition on
a pass-through basis. We do not anticipate any such expenses based upon the current
Scope of Work.
CLOSING
We appreciate the opportunity to offer this proposal to CCUA. Should you elect to retain
us, we are prepared to begin work immediately. If you have any questions or need any
SIVER INSURANCE CONSULTANTS
Mr. Stanley Jurewicz
July 7, 2023
Page 3
additional information regarding our firm or any of the information contained in this
letter, please let us know.
Very truly yours,
SIVER INSURANCE CONSULTANTS
164-411 61/47\____—
Kathy Gordon, ARM,AAI
Vice President