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HomeMy WebLinkAboutFLC Telecom Cost Recovery 2011 CONTRACT TO PROVIDE CONSULTING SERVICES FOR TELECOMUNICATIONS COST RECOVERY ` AND /OR FUTURE SAVINGS TO THE CITY OF CAPE CANAVERAL , FLORIDA. THIS CONTRACT, entered into this 14 day of February, 2011, by and between Florida League of Cities, Inc. a Florida corporation (hereinafter referred to as "FLC ") and the City of Cape Canaveral, 1 Florida, a Municipal Corporation organized under the laws of the State of Florida (hereinafter referred to 1 "the City"). 3 I WHEREAS, the City desires to engage FLC and its agents to review telecommunications vendor billings for the purpose of disclosing overcharges due to billing errors and /or identifying cost - saving strategies for the purpose of securing future savings, I NOW THEREFORE, the parties hereto mutually agree as follows: I 1. Employment of FLC. The City agrees to engage FLC and FLC agrees to perform the services as outlined herein. When used in this contract, the term "FLC" includes FLC and its agents, officers, subcontractors, and employees. For purposes of this contract, subcontractors shall mean CostChecks Auditing Services, LLC ( CostChecks). It is understood that FLC may utilize one or more third parties to assist in providing such services. 2. Scope of Services. FLC will review the City's telecommunications billings to find sensible ways to reduce costs, such as identifying past and/or current overcharges, or proposing cost - savings actions or strategies to the City. Upon finding any overcharges, FLC will work with the City, providing information as needed, to help the City secure from the vendor a reasonable and appropriate refund or credit for past overcharges, as well as a correction of current charges. During the course of its work, FLC will use those audit measures it deems necessary and appropriate under the circumstances. The parties agree that a review by FLC, however diligent that review may be, cannot serve as a guarantee that all billing errors have been discovered or that all possible cost - saving strategies have been uncovered and proposed to the City. The City and 1 FLC therefore agree that FLC will not be liable for undiscovered billing errors or cost - saving strategies. A signed Letter of Authorization must accompany this Agreement on the city's letterhead, which enables FLC /CostChecks to obtain vendor records pertaining to this engagement. 3. Time of Performance. FLC's services will commence within 30 days of notice to proceed. Initial performance of service usually consists of filing Letters of Agency with appropriate vendors and obtaining Customer Service Records, when necessary. FLC will perform and complete its services as expeditiously as reasonably possible under the circumstances. Both parties recognize that delays by vendors and other obstacles may, from time to time, impede FLC from completing its services as quickly as it would intend. 1 4. Confidentiality Agreement. The City and FLC agree that, if required, they will enter into a j mutually acceptable confidentiality agreement protecting the confidentiality of certain proprietary j information to the extent allowed by Florida Law and the City's charter. 1 j i i , 1 I 1 5. Compensation. The City agrees to pay FLC forty five percent (45%) of any refund or credit it I receives as a result of FLC's actions. The fee for refunds or credits is payable upon invoicing by 1 FLC, subsequent to the City's receipt of the refund or credit. 1 i The City also agrees to pay each month for twelve (12) months forty five percent (45%) of any monthly savings achieved as a result of FLC's actions, or the implementation of any FLC proposal. Such savings shall be clearly documented in writing and may include, but are not limited to, cost reductions resulting from the correction of billing errors, rate or classification I changes, changes in contract terms, changes in network configuration, and elimination of i i unwanted services. 1 If the City incurs expenses in implementing any FLC proposal, the City will not be required to pay fees owed to FLC until the City first achieves an accrued cost-savings equal to the implementation costs. Thereafter, the twelve (12) month billing period referenced hereinabove shall begin. To avoid unnecessary bookkeeping, and for the mutual convenience of the City and FLC, any item i of future savings which generates fees of twelve hundred dollars ($1,200.00) or less will be payable in its entirety at the beginning of the 12-month period rather than in monthly increments throughout the 12-month term. The proposals presented to the City by FLC are meant to be sensible and beneficial. The parties agree that the City is in the best position to judge those qualities of a cost-saving proposal. Accordingly, the City is under absolutely no obligation to implement any proposal submitted by FLC and agrees to accept or reject any proposal within a reasonable time (not to exceed 45 days). If the City rejects any proposal, the City owes no fee for any savings that would have resulted from the rejected proposal. If, however, the City implements the rejected proposal within eighteen (18) months, it agrees to pay FLC its full fee as stated above. Any debits or charges to the City for past under billings and/or any increases in future costs resulting from current or past under billings will not be deducted from any fee as defined above. During the period of this audit agreement, should any in-house review, city action, or any other vendor, business, or entity conduct a similar analysis or audit, FLC is still entitled to the above- stated fees for refunds, credits, or cost-savings realized by the city. 1 Upon termination of this contract, if any amounts owing to FLC remain unpaid, or if an issue initiated or recommended by FLC remains unresolved, the City agrees to compensate FLC as described above with regard to the unpaid amounts, as well as to the resolution of such issue. This provision is intended to allow for unavoidable delays caused either by the City, telecom vendors, or regulatory and legal agencies which are outside of FLC's control. 6. Method of payment. FLC will compute fees as outlined in this contract and submit invoices to the City for the correct amount. The City agrees to pay all correct invoices within 30 days of receipt. All invoices not paid within 30 days of the invoice date will be subject to a monthly interest charge of 11/2 percent of the unpaid balance. t 1 i 4 7. Changes. Any changes in this contract must be incorporated into a written amendment and signed by both parties. 2 i i i i 8. Principal- Independent Contractor. The relationship of FLC to the City shall be that of an j independent contractor. No other employer - employee relationship between the parties is created by this contract. By entering into this contract with the City, FLC and the City acknowledge that Y g FLC will, in the performance of its duties and under this contract, be acting as an independent contractor and that no officer, independent contractor or employee of FLC or the City will be for any purpose an employee of the other and that no officer, independent contractor, employee of FLC is entitled to any of the benefits and privileges of a city employee or officer under any provision of Florida law. 9. Services and Materials to be Furnished by the City. The City agrees to make available to FLC copies of bills, contracts, and other such materials as may be reasonably requested to carry out the duties of this contract in an excellent manner. FLC may make reasonable requests for a temporary work space or for the periodic assistance of an employee. Since the City wishes for FLC to be successful in its efforts, it agrees to fulfill such requests to the extent it can reasonably do so. 10. Indemnification. Each party shall be responsible, in accordance with Florida law, for its own acts, and will be responsible for all damages, costs, fees, and expenses which arise out of the performance of this contract and which are due to that party's own negligence, tortious acts and other unlawful conduct and the negligence, tortious acts and other unlawful conduct of its respective agents, officers, and employees. In the absence of negligence, tortious acts and other unlawful conduct in FLC's performance hereunder, the City shall, to the extent permitted under Florida law, defend, indemnify and hold FLC free and harmless from and against any claims, demands, or action brought by third parties which are related in any way to the City's implementation of FLC proposals. 11. Limitations of Liability. The City agrees that FLC's total aggregate limit of liability to the City hereunder (whether contract, statutory, in tort, or otherwise) for damages on any one or more or all 1 claims (regardless of the number of different or other claims, claimants, or occurrences) shall not exceed the total of professional fees paid under this contract. The City agrees that FLC shall not be liable to the City for any indirect, incidental, special, or consequential damages, any lost profits or any claim or demand against the City by any other party, arising out of or in connection with the performance of services hereunder. 12. Matters to be Disregarded. The titles of the several sections, subsections, and paragraphs set forth in this contact are inserted for convenience of reference only and shall be disregarded in construing or interpreting any of the provisions of this contract. 13. Completeness of Contract. This contract and any additional or supplementary document or documents incorporated herein by specific reference contain all the terms and conditions agreed upon by the parties hereto, and no other contracts, oral or otherwise, regarding the subject matter . of this contract or any part thereof shall have any validity or bind any of the parties hereto. 14. Applicable law. This contract shall be governed by and construed in accordance with the laws of the State of Florida. 15. Notices. Any notices, bills invoices, or reports required by this contract h ll y p q y s a be sufficient if sent 3 1 by the parties in the United States mail, postage paid, to the address shown below: Ms. Andrea Bowers Mr. Ken Small City Treasurer Technical Services Manager City of Cape Canaveral Florida League of Cities P.O. Box 326 P.O. Box 1757 Cape Canaveral, FL 32920 Tallahassee, FL 32302 -1757 IN WITNESS WHEREOF, the City and FLC have executed this contract as of the date first written above. CITY OF CAPE CANAVERAL, FLORIDA FLORIDA LEAGUE OF CITIES, INC. A Florida Municipal Corporation A Florida Not - for -Profit Corporation By: ( 96. -4 By: David L. Greene, City Manager Ly .-T, pion or1 4