HomeMy WebLinkAboutEDB Contract w Water Company of America EXECUTIVE SUMMARY
AGENDA ITEM:
Services provided by ISI Water Company, dba as Water Company of America(WCA) for potential revenue
enhancement for Clay County Utility Authority.
Date: August 24, 2022
BACKGROUND:
The Clay County Utility Authority (CCUA) was formed in 1994 to operate three (3) separate water and utility
systems that were acquired by Clay County. CCUA acquired an additional utility in 2003. Each of these utility
systems had an established customer base and service area that were merged to create the foundation of
CCUA's current system.
The merged utilities had different rates, billing procedures and methods of tracking the infrastructure of the
systems they maintained. As these systems were integrated and advances were made in metering,billing, and
co
infrastructure tracking,it is possible that CCUA has service connections that are being billed incorrectly or not
-a billed at all.
c
a)
o The American Water Works Association estimates that 0.5%-5%of revenue for utilities is lost each year.For
= CCUA, that equates to $280K to $2.8M per year of potentially lost revenue. WCA has over 30 years of
r experience working with public utilities and specializes in revenue recovery through the evaluation of a
cc utility's billing system and distribution and collection systems.
BUDGET:
CCUA will pay WCA 45% of the additional revenue collected on the found accounts. CCUA would keep the
remaining 55%. After the initial 5-year period, all found revenue would belong to CCUA. This method can
only result in a positive impact on CCUA's budget.
RECOMMENDATIONS:
Staff respectfully request the Board of Supervisors approve the attached Professional Services Agreement with
Water Company of America.
ATTACHMENTS:
Professional Agreement with Water Company of America
//JW(Author)
//JW,AW,KO(Review)
//JW(Final)
PROFESSIONAL SERVICES AGREEMENT
BETWEEN THE CLAY COUNTY UTILITY AUTHORITY AND
ISI WATER COMPANY
FOR
REVENUE ENHANCEMENT STUDY FOR UTILITIES
This Professional Services Agreement (Agreement) is entered into this 19th day of July 2022
between the CLAY COUNTY UTILITY AUTHORITY, FLORIDA, an Independent Special District
existing under the laws of the State of Florida, having its principal offices at 3176 Old Jennings
Road, Middleburg, FL 32068 (the AUTHORITY) and ISI WATER COMPANY, a Texas
corporation, whose address is 5215 Fidelity Street, Houston, TX 77029 (CONTRACTOR)
(AUTHORITY and CONTRACTOR each a "Party" and collectively, the "Parties").
SECTION 1
DEFINITIONS
"Account"is defined as a particular Utility Service of the AUTHORITY(including but not limited to
Water, Wastewater, Reclaimed). This definition includes all unauthorized taps discovered by
CONTRACTOR that previously had not been given an Account number by the AUTHORITY.
"Base Revenue" Is defined as the average of the monthly Account billings during the period of
time, as agreed upon between the AUTHORITY and CONTRACTOR. when the Account
experienced the problem and which period of time immediately precedes the completion of the
Work, for up to a twelve-month period. By way of example, and not limitation, if CONTRACTOR
to and AUTHORITY agree that a meter has been broken for a six-month period, resulting in
consumption of zero usage during such six-month period, the Base Revenue is zero, and shall
not include in the Base Revenue average the preceding six-month period during which time the
meter operated properly.
"AUTHORITY" is defined in the preamble of this Agreement and includes its successors and
assigns.
"CONTRACTOR " is defined in the preamble of this Agreement and includes its successors and
assigns.
"CONTRACTOR Share" is defined as the FEE to be paid by the AUTHORITY to
CONTRACTOR for performance of duties under this Agreement, computed in accordance with
Section 4 hereof.
"Customer Information System" (or "CIS") is defined as the system used by the AUTHORITY
to bill and to account for customer activities.
"Documenting the Find" is defined as the notation by CONTRACTOR on the Research Report
to the AUTHORITY or the approval of a submitted Formal Work Order.
"Find" is defined as the discovery by CONTRACTOR of an Account condition. as the result of
the Work which causes a specific Utility Service to be improperly or inaccurately billed
"Increased Revenue" is defined as the amount of monthly income received by the AUTHORITY
on an Account, over and above the Base Revenue, including any rate increases,
subsequent to corrective action being taken on that Account, including both incomes derived
from ongoing usage, as well as retroactive billing.
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"Research Report" is defined as the reports delivered to the AUTHORITY by CONTRACTOR
pursuant to Section 2.01 (C) (1) hereof.
"Utility Service" is defined as the physical location of an AUTHORITY consumer, both known
and unknown to the AUTHORITY, which utilizes services provided by the AUTHORITY.
"Work" is defined as all of CONTRACTOR efforts towards determining needed changes and
recommending the corrective actions necessary in order for the specific Utility Service to be
properly and accurately billed.
"Work Order" shall be defined to mean that certain standard document that defines relevant
information about an AUTHORITY Account that CONTRACTOR has evaluated and determined
to be defective. A sample Work Order form is set forth in Exhibit "B" hereto.
"Agreement": This Agreement between the AUTHORITY and CONTRACTOR, including
any exhibits and amendments thereto, and the Proposal Documents.
Executive The chief administrative officer of the AUTHORITY.
Director:
Executive The AUTHORITY staff member who is designated by the Executive
Director's Director to administer this Agreement on behalf of the AUTHORITY. The
Designee: designee shall be the Chief Financial Officer.
to For the purposes of this Agreement, CONTRACTOR shall be deemed to
be an independent contractor, and not an agent or employee of the
Contractor: AUTHORITY.
All services, work and actions by CONTRACTOR performed or undertaken
Services: pursuant to the Agreement.
Amount paid to CONTRACTOR as compensation for Services.
Fee:
Risk Manager: The Risk Manager of the AUTHORITY, with offices at 3176 Old Jennings
Road Middleburg, FL 32068.
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SECTION 2
SCOPE OF SERVICES
2.1 In consideration of the Fee to be paid to CONTRACTOR by the AUTHORITY,
CONTRACTOR shall provide the work and Services described in Exhibit "A" hereto (the
Services).
Although CONTRACTOR may be provided with a schedule of the available hours to provide its
services, the AUTHORITY shall not control nor have the right to control the hours of the services
performed by CONTRACTOR; where the services are performed (although the AUTHORITY will
provide CONTRACTOR with the appropriate location to perform the services, which may have
access time limitations); when the services are performed, including how many days a week the
services are performed; how the services are performed, or any other aspect of the actual
manner and means of accomplishing the services provided. Notwithstanding the foregoing, all
services provided by CONTRACTOR shall be performed in accordance with the terms and
conditions set forth in Exhibit "A" and to the reasonable satisfaction of the Executive Director. If
there are any questions regarding the services to be performed, CONTRACTOR should contact
the following person:
Jeffrey Wesselman
Chief Financial Officer
3176 Old Jennings Road, Middleburg, Florida 32068
(904) 213-2404
to 2.2 CONTRACTOR's Services, and any deliverables incident thereto, shall be completed in
accordance with the Scope of Services attached hereto as Exhibit A.
SECTION 3
TERM
The term of this Agreement {Term) shall commence upon execution of this Agreement by all
Parties hereto, and shall have an initial term of FIVE (5) YEARS with ONE (1)renewal option of
One (1) Year each, to be exercised at the Executive Director's sole option and discretion, by
providing CONTRACTOR with written notice of same no less than thirty (30) days prior to the
expiration of the initial term.
Notwithstanding the Term provided herein, CONTRACTOR shall adhere to the Scope of Services
for completion and delivery of the Services, attached hereto as Exhibit A.
SECTION 4
E
In consideration of the Services to be provided, CONTRACTOR shall be compensated as
provided herein for services authorized by Work Order for a particular Project.
4.1 At the time of negotiation of each Work Order, the AUTHORITY and CONTRACTOR will
determine the tasks, sub-tasks, and deliverables applicable to the Project based on the
list of Services associated with each Contractor Service Order. CONTRACTOR shall
not commence any Services or Additional Services unless approved in writing by the
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Executive Director or designee.
4.2 Any and all fees due to CONTRACTOR under this Agreement shall be payable solely from
the funds collected pursuant to this Agreement. CONTRACTOR acknowledges and agrees
that the AUTHORITY's liability for any and all payments hereunder shall be limited by this
provision. No other funds are available, nor will they be appropriated for the purpose of
this Agreement.
4.3 Payment for Services.
A. If any Work performed by CONTRACTOR to an Account results in Increased Revenue
to the AUTHORITY, CONTRACTOR shall be entitled to a CONTRACTOR Share for such
Work equal to forty-five percent (45%) of all Increased Revenues (as defined in
Definitions of this Agreement)for a term of sixty (60) months thereafter, referred to in the
RFP as the Contractor Revenue Share for the Revenue Enhancement Study/Recovery.The
60-month term may be suspended in the event that the account problem persists which
eliminates Increased Revenue and restarted following remedy.
B. Documentation substantiating and calculating Increased Revenue shall be reviewed and
approved by the AUTHORITY within thirty calendar days of submission and thereafter
processed for payment within the time frame stipulated by the AUTHORITY.
If all of the data necessary to compute the CONTRACTOR Share is not provided by the
AUTHORITY in time to make such payment when due, the AUTHORITY may approve a
good faith estimate of such Increased Revenue and compute the CONTRACTOR Share
accordingly. Adjustments to such CONTRACTOR Share shall be made on succeeding
to monthly payments after actual Increased Revenues are determined.
4.4 Early Payment Option.
In the event that the AUTHORITY should desire, at its sole discretion, for any reason, to make
payment of any and all fees due CONTRACTOR sooner than defined in Section 4, the
AUTHORITY shall have the right to approve a calculation of any and all remaining fees based on
a Work Order by Work Order payment average to date, multiplied by the remaining number of
months, factored down by a "present value discount" using the prime interest rate in effect at the
time of the early payment. Any such early payment pursuant to this Section shall constitute full
consideration for all work performed pursuant to the applicable Work Order(s), and upon making
such payment, neither Party shall have or owe any further obligation to the other Party with
respect to the subject Work Order.
4.5 INVOICING
Upon receipt of an acceptable and approved invoice, payment(s) shall be made within forty-five
(45) days for that portion (or those portions) of the Services satisfactorily rendered (and
referenced in the particular invoice).
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Invoices shall include a detailed description of the Services (or portions thereof) provided, and
shall be submitted to the AUTHORITY at the following address:
Accounts Payable Division, Finance Department
Clay County Utility Authority
3176 Old Jennings Road, Middleburg, Florida 32068
SECTION 5
TERMINATION
5.1 TERMINATION FOR CAUSE
If the CONTRACTOR shall fail to fulfill in a timely manner, or otherwise violates, any of the
covenants, agreements, or stipulations material to this Agreement, the AUTHORITY, through its
Executive Director, shall thereupon have the right to terminate this Agreement for cause. Prior to
exercising its option to terminate for cause, the AUTHORITY shall notify CONTRACTOR of its
violation of the particular term(s) of this Agreement and shall grant ten (10) days to cure such
default. If such default remains uncured after ten (10) days, the AUTHORITY may terminate this
Agreement without further notice to CONTRACTOR. Upon termination, the AUTHORITY shall be
fully discharged from any and all liabilities, duties, and terms arising out of, or by virtue of, this
Agreement.
to Notwithstanding the above, CONTRACTOR shall not be relieved of liability to the AUTHORITY
for damages sustained by the AUTHORITY by any breach of Agreement by the CONTRACTOR.
The AUTHORITY, at its sole option and discretion, shall be entitled to bring any and all
legal/equitable actions that it deems to be in its best interest in order to enforce the AUTHORITY's
right and remedies against CONTRACTOR. The AUTHORITY shall be entitled to recover all
costs of such actions, including reasonable attorneys' fees. In the event of any such termination
for cause, each Party reserves all rights and remedies that may be available to that Party at law
and in equity.
5.2 TERMINATION FOR CONVENIENCE OF THE AUTHORITY
The AUTHORITY may also, through its Executive Director, and for its convenience and without
cause, terminate this Agreement at any time during the term by giving written notice to
CONTRACTOR of such termination; which shall become effective within thirty(30)days following
receipt by CONTRACTOR of such notice. If the Agreement is terminated for convenience by the
AUTHORITY, CONTRACTOR shall be paid for any services satisfactorily performed up to the
date of termination; following which the AUTHORITY shall be discharged from any and all
liabilities, duties, and terms arising out of, or by virtue of, this Agreement.
The duties and obligations of the AUTHORITY to pay CONTRACTOR under the payment
terms in Section 4 shall continue in full force and effect for any previously completed Work
Orders approved by the AUTHORITY prior to termination, and shall survive the completion
of the operations period or termination of this Agreement, however brought about.
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5.3 TERMINATION FOR INSOLVENCY
The AUTHORITY also reserves the right to terminate this Agreement in the event
CONTRACTOR is placed either in voluntary or involuntary bankruptcy or makes an assignment
for the benefit of creditors. In such event, the right and obligations for the Parties shall be the
same as provided for in Section 5.2.In the event of any termination for cause pursuant to this
Section 5.3, each Party reserves all rights and remedies that may be available at law and in
equity.
SECTION 6
INDEMNIFICATION AND INSURANCE REQUIREMENTS
6.1 INDEMNIFICATION
CONTRACTOR agrees to indemnify and hold harmless the AUTHORITY and its officers,
employees, agents, and contractors, from and against any and all actions (whether at law or in
equity), claims, liabilities, losses, and expenses, including, but not limited to, attorneys' fees and
costs, for personal, economic or bodily injury, wrongful death, loss of or damage to property, which
may arise or be alleged to have arisen from the negligent acts, errors, omissions or other wrongful
conduct of CONTRACTOR , its officers, employees, agents, contractors, or any other person or
entity acting under CONTRACTOR's control or supervision, in connection with, related to, or as
a result of CONTRACTOR's performance of the Services pursuant to this Agreement. To that
extent, CONTRACTOR shall pay all such claims and losses and shall pay all such costs and
judgments which may issue from any lawsuit arising from such claims and losses, and shall pay
to all costs and attorneys' fees expended by the AUTHORITY in the defense of such claims and
losses, including appeals. CONTRACTOR expressly understands and agrees that any
insurance protection required by this Agreement or otherwise provided by CONTRACTOR shall
in no way limit CONTRACTOR 's responsibility to indemnify, keep and save harmless and defend
the AUTHORITY or its officers, employees, agents and instrumentalities as herein provided.
The Parties agree that one percent (VA) of the total compensation to CONTRACTOR for
performance of the Services under this Agreement is the specific consideration from the
AUTHORITY to CONTRACTOR for CONTRACTOR's indemnity agreement. The provisions of
this Section 6.1 and of this indemnification shall survive termination or expiration of this
Agreement.
6 .2 INSURANCE REQUIREMENTS
CONTRACTOR shall maintain and carry in full force during the Term, the following insurance:
1. Contractor General Liability, in the amount of$1,000,000;
2. Workers Compensation & Employers Liability, as required pursuant to Florida Statutes.
The insurance must be furnished by insurance companies authorized to do business in the State
of Florida. All insurance policies must be issued by companies rated no less than "B+" as to
management and not less than "Class VI" as to strength by the latest edition of Best's Insurance
Guide, published by AM. Best Company, Oldwick, New Jersey, or its equivalent.
All of CONTRACTOR's certificates shall contain endorsements providing that written notice shall
be given to the AUTHORITY at least thirty (30) days prior to termination, cancellation or
reduction in coverage in the policy. The insurance certificates for General Liability shall include
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the AUTHORITY as an additional insured and shall contain a waiver of subrogation endorsement.
Original certificates of insurance must be submitted to the AUTHORITY's Risk Manager for
approval (prior to any work and/or services commencing) and will be kept on file in the Office of the
Risk Manager. The AUTHORITY shall have the right to obtain from CONTRACTOR specimen
copies of the insurance policies in the event that submitted certificates of insurance are
inadequate to ascertain compliance with required coverage.
CONTRACTOR is also solely responsible for obtaining and submitting all insurance certificates
for any sub-contractors.
Compliance with the foregoing requirements shall not relieve CONTRACTOR of the liabilities and
obligations under this Section or under any other portion of this Agreement.
CONTRACTOR shall not commence any work and or services pursuant to this Agreement until
all insurance required under this Section has been obtained and such insurance has been
approved by the AUTHORITY's Risk Manager.
SECTION 7
LITIGATION JURISDICTION VENUE/JURY TRIAL WAIVER
This Agreement shall be construed in accordance with the laws of the State of Florida. This
Agreement shall be enforceable in Clay County, Florida, and if legal action is necessary by either
Party with respect to the enforcement of any or all of the terms or conditions herein, exclusive
to venue for the enforcement of same shall lie in Clay County, Florida. By entering into this
Agreement, CONTRACTOR and the AUTHORITY expressly waive any rights either Party may
have to a trial by jury of any civil litigation related to or arising out of this Agreement.
SECTION 8
LIMITATION OF AUTHORITY'S LIABILITY
The AUTHORITY desires to enter into this Agreement only if in so doing the AUTHORITY can
place a limit on the AUTHORITY's liability for any cause of action, for money damages due to an
alleged breach by the AUTHORITY of this Agreement, so that its liability for any such breach
never exceeds the sum of $10,000. CONTRACTOR hereby expresses its willingness to enter
into this Agreement with CONTRACTOR's recovery from the AUTHORITY for any damage action
for breach of contract to be limited to a maximum amount of$10,000.
Accordingly, and notwithstanding any other term or condition of this Agreement, CONTRACTOR
hereby agrees that the AUTHORITY shall not be liable to CONTRACTOR for damages in an
amount in excess of $10,000 for any action or claim for breach of contract arising out of the
performance or non-performance of any obligations imposed upon the AUTHORITY by this
Agreement.
Nothing contained in this section or elsewhere in this Agreement is in any way intended to be a
waiver of the limitation placed upon the AUTHORITY's liability, as set forth in Section 768.28,
Florida Statutes.
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SECTION 9
DUTY OF CARE/COMPLIANCE WITH APPLICABLE LAWS/PATENT RIGHTS: COPYRIGHT:
AND CONFIDENTIAL FINDINGS
9.1 DUTY OF CARE
With respect to the performance of the work and/or service contemplated herein, CONTRACTOR
shall exercise that degree of skill, care, efficiency and diligence normally exercised by reasonable
persons and/or recognized professionals with respect to the performance of comparable work
and/or services.
9.2 COMPLIANCE WITH APPLICABLE LAWS
In its performance of the work and/or services, CONTRACTOR shall comply with all applicable
laws, ordinances, regulations, and resolutions of the AUTHORITY, the State of Florida, and the
federal government, as applicable.
9 . 3 PATENT RIGHTS: COPYRIGHT: CONFIDENTIAL FINDINGS
Any work product arising out of this Agreement, as well as all information specifications,
processes, data and findings, are intended to be the property of the AUTHORITY and shall not
otherwise be made public and/or disseminated by CONTRACTOR, without the prior written
consent of the Executive Director, excepting any information, records etc. which are required to be
to disclosed pursuant to Court Order and/or Florida Public Records Law.
All reports, documents, articles, devices, and/or work produced in whole or in part under this
Agreement are intended to be the sole and exclusive property of the AUTHORITY, and shall not be
subject to any application for copyright or patent by or on behalf of the CONTRACTOR or its
employees or sub-contractors, without the prior written consent of the Executive Director.
SECTION 10
GENERAL PROVISIONS
10.1 AUDIT AND INSPECTIONS
Upon reasonable verbal or written notice to CONTRACTOR, and at any time during normal
business hours (i.e. 9AM - 5PM, Monday through Fridays, excluding nationally recognized
holidays), and as often as the Executive Director may, in his/her reasonable discretion and
judgment, deem necessary, there shall be made available to the Executive Director, and/or
such representatives as the Executive Director may deem to act on the AUTHORITY's behalf,
to audit, examine, and/ or inspect, any and all other documents and/or records relating to all
matters covered by this Agreement. CONTRACTOR shall maintain any and all such records at
its place of business at the address set forth in the "Notices" section of this Agreement.
10.2 [INTENTIONALLY DELETETD]
10.3 ASSIGNMENT. TRANSFER OR SUBCONSULTING
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CONTRACTOR shall not subcontract, assign, or transfer all or any portion of any work and/or
service under this Agreement without the prior written consent of the Executive Director, which
consent, if given at all, shall be in the Executive Director's sole judgment and discretion. Neither
this Agreement, nor any term or provision hereof, or right hereunder, shall be assignable unless
as approved pursuant to this Section, and any attempt to make such assignment (unless
approved) shall be void.
10.4 PUBLIC ENTITY CRIMES
Prior to commencement of the Services, CONTRACTOR shall file a State of Florida Form PUR
7068, Sworn Statement under Section 287.133(3)(a) Florida Statute on Public Entity Crimes with
the AUTHORITY's Procurement Division.
10.5 NO DISCRIMINATION
In connection with the performance of the Services, CONTRACTOR shall not exclude from
participation in, deny the benefits of, or subject to discrimination anyone on the grounds of race,
color, national origin, sex, age, disability, religion, income or family status.
10.6 CONFLICT OF INTEREST
CONTRACTOR herein agrees to adhere to and be governed by all applicable AUTHORITY
to Conflict of Interest Ordinances and Ethics provisions.
CONTRACTOR covenants that it presently has no interest and shall not acquire any interest,
directly or indirectly, which could conflict in any manner or degree with the performance of the
Services. CONTRACTOR further covenants that in the performance of this Agreement,
CONTRACTOR shall not employ any person having any such interest. No member of or
delegate to the Congress of the United States shall be admitted to any share or part of this
Agreement or to any benefits arising therefrom.
10.7 CONTRACTOR'S COMPLIANCE WITH FLORIDA PUBLIC RECORDS LAW
(A) CONTRACTOR shall comply with Florida Public Records law under Chapter 119,
Florida Statutes, as may be amended from time to time.
(B) The term "public records" shall have the meaning set forth in Section 119.011(12),
which means all documents, papers, letters, maps, books, tapes, photographs, films,
sound recordings, data processing software, or other material, regardless of the
physical form, characteristics, or means of transmission, made or received pursuant
to law or ordinance or in connection with the transaction of official business of the
AUTHORITY.
(C) Pursuant to Section 119.0701 of the Florida Statutes, if CONTRACTOR meets the
definition of"Contractor"as defined in Section 119.0701(1)(a), CONTRACTOR shall:
(1) Keep and maintain public records required by the AUTHORITY to perform the service;
(2) Upon request from the AUTHORITY's custodian of public records, provide the
AUTHORITY with a copy of the requested records or allow the records to be
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inspected or copied within a reasonable time 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, for
the duration of the contract term and following completion of the Agreement if
CONTRACTOR does not transfer the records to the AUTHORITY;
(4) Upon completion of the Agreement, transfer, at no cost to the AUTHORITY, all
public records in possession of CONTRACTOR or keep and maintain public
records required by the AUTHORITY to perform the service. If CONTRACTOR
transfers all public records to the AUTHORITY upon completion of the Agreement,
CONTRACTOR shall destroy any duplicate public records that are exempt or
confidential and exempt from public records disclosure requirements. If
CONTRACTOR keeps and maintains public records upon completion of the
Agreement, CONTRACTOR shall meet all applicable requirements for retaining
public records. All records stored electronically must be provided to the
AUTHORITY, upon request from the AUTHORITY's custodian of public records, in
a format that is compatible with the information technology systems of the
AUTHORITY.
(D) REQUEST FOR RECORDS; NONCOMPLIANCE.
(1) A request to inspect or copy public records relating to the AUTHORITY's
contract for services must be made directly to the AUTHORITY. If the
AUTHORITY does not possess the requested records, the AUTHORITY shall
immediately notify CONTRACTOR of the request, and CONTRACTOR must
provide the records to the AUTHORITY or allow the records to be inspected
to or copied within a reasonable time.
(2) CONTRACTOR 's failure to comply with the AUTHORITY's request for
records shall constitute a breach of this Agreement, and the AUTHORITY, at
its sole discretion, may: unilaterally terminate the Agreement; (2) avail itself of
the remedies set forth under the Agreement; and/or (3) avail itself of any
available remedies at law or in equity.
(3) If CONTRACTOR fails to provide the public records to the AUTHORITY within
a reasonable time, CONTRACTOR may be subject to penalties under s.
119.10.
(E) CIVIL ACTION.
(1) If a civil action is filed against CONTRACTOR to compel production of public
records relating to the AUTHORITY's contract for services, the court shall
assess and award against CONTRACTOR the reasonable costs of
enforcement, including reasonable attorney fees, if:
a. The court determines that CONTRACTOR unlawfully refused to comply
with the public records request within a reasonable time; and
b. At least 8 business days before filing the action, the plaintiff provided
written notice of the public records request, including a statement that
CONTRACTOR has not complied with the request, to the AUTHORITY
and to CONTRACTOR.
(2) A notice complies with subparagraph (1)(b) if it is sent to the AUTHORITY's
custodian of public records and to CONTRACTOR at CONTRACTOR 's
address listed on its contract with the AUTHORITY or to CONTRACTOR 's
registered agent. Such notices must be sent by common carrier delivery
service or by registered, Global Express Guaranteed, or certified mail, with
postage or shipping paid by the sender and with evidence of delivery, which
may be in an electronic format.
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(3) If CONTRACTOR complies with a public records request within 8 business
days after the notice is sent, CONTRACTOR will not be liable for the
reasonable costs of enforcement.
(F) IF CONTRACTOR HAS QUESTIONS REGARDING THE APPLICATION
OF CHAPTER 119, FLORIDA STATUTES, TO THE CONTRACTOR'S
DUTY TO PROVIDE PUBLIC RECORDS RELATING TO THIS
AGREEMENT, CONTACT THE CUSTODIAN OF PUBLIC RECORDS
AT CLAY COUNTY UTILITY AUTHORITY
SECTION
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NOTICES
All notices and communications in writing required or permitted hereunder, shall be
delivered personally to the representatives of CONTRACTOR and the AUTHORITY
listed below or may be mailed by U.S. Certified Mail, return receipt requested, postage
prepaid, or by a nationally recognized overnight delivery service.
Until changed by notice, in writing, all such notices and communications shall be
addressed as follows:
To CONTRACTOR: ISI WATER COMPANY
to 5215 Fidelity Street, Houston, TX 77029
Attn: Steve Hooper
To AUTHORITY: Executive Director's Office
Clay County Utility Authority
3176 Old Jennings Road
Middleburg, Florida 32068
With copy to: Chief Financial Officer
Clay County Utility Authority
3176 Old Jennings Road
Middelburg, Florida 32068
Notice may also be provided to any other address designated by the Party to receive notice if such
alternate address is provided via U.S. certified mail, return receipt requested, hand delivered, or by
overnight delivery. In the event an alternate notice address is properly provided, notice shall be sent
to such alternate address in addition to any other address which notice would otherwise be sent,
unless other delivery instruction as specifically provided for by the Party entitled to notice.
Notice shall be deemed given on the date of an acknowledged receipt, or, in all other cases, on the
date of receipt or refusal.
SECTION 12
MISCELLANEOUS PROVISIONS
12.1 CHANGES AND ADDITIONS
This Agreement cannot be modified or amended without the express written consent of the
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Parties. No modification, amendment, or alteration of the terms or conditions contained herein
shall be effective unless contained in a written document executed with the same formality and of
equal dignity herewith.
12.2 SEVERABILITY
If any term or provision of this Agreement is held invalid or unenforceable, the remainder of this
Agreement shall not be affected and every other term and provision of this Agreement shall be
valid and be enforced to the fullest extent permitted by law.
12.3 ENTIRETY OF AGREEMENT
The AUTHORITY and CONTRACTOR agree that this is the entire Agreement between the
Parties. This Agreement supersedes all prior negotiations, correspondence, conversations,
agreements or understandings applicable to the matters contained herein, and there are no
commitments, agreements or understandings concerning the subject matter of this Agreement
that are not contained in this document. Title and paragraph headings are for convenient
reference and are not intended to confer any rights or obligations upon the Parties to this
Agreement.
to
IN WITNESS WHEREOF, the Parties hereto have caused this Agreement to be executed by
their appropriate officials, as of the date first entered above.
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For Cla Count Utility Authorit :
Jeremy Johnston, Executive Director
Date:
For ISI Water Company
o
Steve Hooper, General Manager
Date:
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EXHIBIT A
SCOPE OF SERVICES
Scope of work for the revenue enhancement study of the AUTHORITY's Utilities shall
include, but not be limited to, the following tasks to identify and recover:
• Identifying and analyzing the cause of revenue loss from unread, mis-read and un-
metered water and sewer usage, reclaimed services problems, meter related
malfunctions (meter inaccuracies due to meter age shall not be considered for the
purpose of compensation), or lost accounts, and recovering associated lost
revenues.
• lost revenue due to un-read, mis-read, and un-metered water accounts.
• lost revenue due to incorrect billing and collection of the AUTHORITY's water,
sewer and reclaimed charges billed to the AUTHORITY's utility customers.
• lost revenue due to incorrect billing and/or collection.
• Collect any data needed for the applicable fiscal year(s) and area(s) being studied.
• Collect organizational, personnel, and financial information relative to the study.
• Develop an expenditure analysis which ties back all revenue study elements to the
department(s) affected.
• Quantifying the potential revenue enhancement associated with the correction of
these problems.
to • Produce a draft document, including all supporting discoveries, statistical data,
recommendations, and assumptions for review by AUTHORITY staff.
• Incorporate comments from AUTHORITY staff, and provide a final report including
all supporting discoveries, statistical data, and assumptions in original form (i.e.,
Word, Excel) as well as in PDF format.
• The study shall determine where new operational efficiencies may be implemented to
provide more future control.
I I. CONTRACTOR shall provide the investigation, Work Orders, and field services
necessary to maximize the billable revenue for the AUTHORITY.
A) Investigation and Field Work
B) CONTRACTOR shall:
1) Investigate each Account and determine if there is a loss of revenue to the
AUTHORITY associated with that Account.
2) Submit Work Orders with recommendation for changes in billing procedures
and/or changes in physical service. This information will be provided for each
Account.
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C) Reports
1) CONTRACTOR shall provide to the AUTHORITY on a periodic basis a
complete list of all Accounts researched on which CONTRACTOR has
identified potential increased revenues to the AUTHORITY. This
Research Report shall be submitted for the purpose of"Documenting the
Find" and CONTRACTOR shall be entitled to its portion of the Increased
Revenues on said Accounts (CONTRACTOR Share), if the Work Order(s)
included therein are subsequently approved by the Executive Director or
the Executive Director's designee agreement.
2) On each Account for which CONTRACTOR has Documented the Find and
the AUTHORITY has collected Increased Revenue, CONTRACTOR shall
provide a detailed report that quantifies Increased Revenue prepared from
the information received from the AUTHORITY in the monthly account
data download. This report typically contains at least the following
information:
a) Work Order number
b) Account Number
c) Cycle counter (indicates progression through the revenue sharing
period)
d) Amount of customer billing (from the download)
e) Base Revenue
f) Calculation of Increased Revenue
g) Calculation of CONTRACTOR Share
to 3) CONTRACTOR may provide the AUTHORITY Executive Director (or
designee) a status report on a frequency agreed to by the Parties. This
report is to be inclusive of all Accounts that are deemed by CONTRACTOR
to justify action and on which a Work Order has been generated in the
prior month.
D) CONTRACTOR warrants that all work shall be performed in a good and
workmanlike manner meeting the standards of quality prevailing in the
AUTHORITY ordinances for services of like kind. CONTRACTOR further
warrants that trained and skilled persons who have been previously approved
by the AUTHORITY shall perform all Work.
III. In certain rare cases, CONTRACTOR may discover a Find on an Account of which the
AUTHORITY has prior knowledge and is attempting to remedy. Such a Find being
remedied by the AUTHORITY is exempted from CONTRACTOR Work.
These cases fall into two categories and require that CONTRACTOR
shall:
1) for a period of 60 calendar days from the date of the inception of a
new Account problem that originates during the term of this Agreement,
refrain from submitting a Work Order related to that Find, and
2)for a period of 60 calendar days beginning at the Notice to Proceed date,
refrain from submitting a Work Order for any specific problem on an Account
that is known to the AUTHORITY and is made known to CONTRACTOR, that
the AUTHORITY is in the process of remedying on that Account.
15
It is agreed by the Parties hereto that the purpose of Section III is to define and agree
to the period of time for the AUTHORITY to remedy new problems that it discovers,
and/or to remedy known situations. This will minimize duplication of effort, thus keeping
project resources focused on providing maximum benefit to the AUTHORITY.
The CONTRACTOR acknowledges that the AUTHORITY is implementing a multi-year
meter change out program whereby all meters within their system will be replaced over
ten (10)fiscal years. Both parties agree that the meter change out program may impact
the CONTRACTOR's work and will therefore jointly develop a work plan to coordinate
both parties' work.
IV. Certain Duties of the AUTHORITY:
A) In addition to its other duties under this Agreement, the AUTHORITY shall,to the extent
permitted by law for each Account, promptly provide access to all the data and records
in the possession of the AUTHORITY and provide copies of any documents in the
possession or control of the AUTHORITY or available to the AUTHORITY which are
requested by CONTRACTOR and are reasonably necessary for CONTRACTOR to perform
its duties under this Agreement. CIS data shall be in two forms.
1) The AUTHORITY will create a monthly download of Account data, typically a
backup file of the Utility Billing System.
a) The AUTHORITY will exercise all reasonable haste in timely creation of
download #1.
b) The download will be created monthly by the AUTHORITY on the same day of
each month for the duration of the project to support both field operations and
to Increased Revenue calculation.
c) The day of the month selected for download will be determined solely by the
AUTHORITY.
d) The download content and naming of tables and fields will be consistent and
not vary unless first agreed to by the AUTHORITY and CONTRACTOR.
e) The AUTHORITY will transmit via the best secure method agreed to by the
AUTHORITY and
CONTRACTOR.
f) In the event that the provision of data is interrupted for any period of time, the
Term shall be extended by an equal period of time.
2) The AUTHORITY will establish a password protected "read only" live link to the
CIS for the viewing and extracting of "real time" information by CONTRACTOR:
At no time will CONTRACTOR be able to input a change or modification to an Account
by way of this link.
B) Upon execution of this Agreement by all Parties, the AUTHORITY will establish the
day of the month for the monthly Agreement status meeting which is to be attended
by the key stakeholders (Agreement Executive Director (or designee), Billing, IT,
Meter Operations).
C) The AUTHORITY shall review all Work Orders submitted by CONTRACTOR under
Exhibit A, Section II(B) (2) hereof and shall advise CONTRACTOR of the disposition
of the Work Order request (approved or denied). The Parties agree that every effort
will be made to expedite this disposition, as it bears on the CONTRACTOR's ability
to perform.
(D) The AUTHORITY shall timely implement the recommended corrective action identified
in the Work Order once approved and notify CONTRACTOR of this action once
complete and the date of completion. Changes to account data such as billing code
changes shall be accomplished within thirty calendar days. Should this not occur
16
within the time frame specified, the AUTHORITY shall issue to CONTRACTOR written
notification of an extension.Work Orders that involve changes to physical service shall
be expedited with all reasonable haste. Both Parties recognize and agree that the
purpose and intent of the project cannot be realized until approved changes have been
implemented and accounts are fairly and accurately billed.
E) The Executive Director (or designee) shall assist CONTRACTOR in its dealings with
any AUTHORITY department.
F) The AUTHORITY shall acknowledge that CONTRACTOR has Documented the Find
pursuant to Section 1 Definitions, by promptly entering the appropriate information related
to the Account within the "CIS" System, or by whatever other method the AUTHORITY
chooses. Once documented, the AUTHORITY shall not deny approval of a Work
Order due to any action taken by the AUTHORITY during the approval process.
G) At all times, the spirit of this Agreement will be upheld by both the AUTHORITY and
CONTRACTOR. CONTRACTOR is performing a service to the AUTHORITY by
increasing revenue to the AUTHORITY. The AUTHORITY has given CONTRACTOR
authorization to perform the defined duties of this Agreement and will not hinder,
restrict, delay or compete with CONTRACTOR performance of these duties.
to
17
Miam
Beach
Water,Company Of America Exhibit B - Formal Work Order
MB- 241
Workorder Information: Customer Information:
WCA Work Order: 241 LocID : 7419
Date Submitted: 1/4/2021
Classification 400
Address:
8041 HARDING AYE
Water Base:
Sewer Base:
Storm Base:
initial Discovery:
WCA reviewed the Database and performed a field investigation of this property and found Location#7419
with an Unlisted 4 inch Fireline.
to
Recommended Corrective Action:
WCA recommends to begin billing Location #7419 for one 4 inch Fireline.
Submitted By: Pate: 1 �C f
4E1)
Work Order Approved By: Implementation Completion:
Information Technology Date Name
Finance Date Date
Public Works Operations Date