#11-5625 (Vaccaro Consulting, Inc.)
A G R E E MEN T #11-5625
for
Process Mapping Services for UBCS
THIS AGREEMENT, made and entered into on this 14th day of January 2011, by and
between Vaccaro Consulting, Inc., authorized to do business in the State of Florida, whose
business address is 133 Caroline Street, Elmhurst, IL. 60126, hereinafter called the
"Consultant" and Collier County, a political subdivision of the State of Florida, Collier
County, Naples, hereinafter called the "County":
WITNESSETH:
1. COMMENCEMENT. This Agreement shall commence upon execution of the contract.
All days unless specified otherwise shall be calendar days. The initial contract term
shall be for two (2) years. The County may, at its discretion and with the consent of the
Consultant, extend the Agreement under all of the terms and conditions contained in
this Agreement for two (2) additional one (1) year periods. The County shall give the
Consultant written notice of the County's intention to extend the Agreement term not
less than ten (10) days prior to the end of the Agreement term then in effect.
2. STATEMENT OF WORK. The Consultant shall provide Process Mapping Services for
UBCS in accordance with the terms and conditions of Bid#11-5625 and the Consultant's
proposal referred to herein and made an integral part of this agreement. The County
shall order services as required but makes no guarantee as to the quantity, number, type
or distribution of services that will be ordered or required by this contract. Services
shall be provided on a schedule that is mutually agreed upon between the County and
the Consultant. This Agreement contains the entire understanding between the parties
and any modifications to this Agreement shall be mutually agreed upon in writing by
the Consultant and the County project manager or his designee, in compliance with the
County Purchasing Policy and Administrative Procedures in effect at the time such
services are authorized.
3. COMPENSATION. The County shall pay the Consultant for the performance of this
Agreement upon completion or partial completion of the work tasks as set forth in
Exhibit" A", as accepted and approved by the County Project Manager or his designee.
Services provided by the Consultant will be invoiced at the rate of One Hundred Forty
Five dollars ($145.00) per hour, together with the Travel and Reimbursable Expenses as
defined in this agreement. Payments shall be made to the Consultant when requested as
work progresses, but not more frequently than once per month, on an estimated
percentage complete for the Labor and Expenses Fee and at actual costs for Travel and
Reimbursable Expenses. Payment will be made upon receipt of a proper invoice and in
compliance with Chapter 218 Fla. Stats., otherwise known as the "Local Government
Prompt Payment Act".
3.1. Payments will be made for services furnished, delivered, and accepted, upon
receipt and approval of invoices submitted on the date of services or within six (6)
months after completion of contract. Any untimely submission of invoices beyond
the specified deadline period is subject to non-payment under the legal doctrine of
"laches" as untimely submitted. Time shall be deemed of the essence with respect
to the timely submission of invoices under this agreement.
4. TRAVEL AND REIMBURSABLE EXPENSES. Travel expenses shall be reimbursed as
per Section 112.061 Fla. Stats.
Reimbursements shall be at the following rates:
Mileage $0.445 per mile
Breakfast $6.00
Lunch $11.00
Dinner $19.00
Airfare Actual ticket cost limited to tourist or coach class
fare
Rental car Actual rental cost limited to compact or
standard -size vehicles
Lodging Actual cost of lodging at single occupancy rate
with a cap of no more than $150.00 per night
Parking Actual cost of parking
Taxi! Airport Limousine Actual cost of either taxi or airport limousine
Reimbursable items other than travel expenses shall be limited to the following:
telephone long-distance charges, fax charges, photocopying charges and postage.
Reimbursable items will be paid only after Consultant has provided all receipts.
Consultant shall be responsible for all other costs and expenses associated with
activities and solicitations undertaken pursuant to this Agreement.
5. SALES TAX. Consultant shall pay all sales, consumer, use and other similar taxes
associated with the Work or portions thereof, which are applicable during the
performance of the Work.
6. NOTICES. All notices from the County to the Consultant shall be deemed duly served
if mailed or faxed to the Consultant at the following Address:
Garry Vaccaro
Vaccaro Consulting, Inc.
133 Caroline Street
Elmhurst, Illinois 60126
Telephone: 630-832-2223
Facsimile: 630-832-2285
Page 2 of8
All Notices from the Consultant to the County shall be deemed duly served if mailed or
faxed to the County to:
Collier County Government Center
Purchasing Department
3327 Tamiami Trail, East
Naples, Florida 34]]2
Attention: Steve Carnell, Purchasing/GS Director
Telephone: 239-252-8407
Facsimile: 239-732-0084
The Consultant and the County may change the above mailing address at any time
upon giving the other party written notification. All notices under this Agreement must
be in writing.
7. NO PARTNERSHIP. Nothing herein contained shall create or be construed as creating
a partnership between the County and the Consultant or to constitute the Consultant as
an agent of the County.
8. PERMITS: LICENSES: TAXES. In compliance with Section 218.80, F.s., all permits
necessary for the prosecution of the Work shall be obtained by the Consultant. Payment
for all such permits issued by the County shall be processed internally by the County.
All non-County permits necessary for the prosecution of the Work shall be procured
and paid for by the Consultant. The Consultant shall also be solely responsible for
payment of any and all taxes levied on the Consultant. In addition, the Consultant shall
comply with all rules, regulations and laws of Collier County, the State of Florida, or the
U. S. Government now in force or hereafter adopted. The Consultant agrees to comply
with all laws governing the responsibility of an employer with respect to persons
employed by the Consultant.
9. NO IMPROPER USE. The Consultant will not use, nor suffer or permit any person to
use in any manner whatsoever, County facilities for any improper, immoral or offensive
purpose, or for any purpose in violation of any federal, state, county or municipal
ordinance, rule, order or regulation, or of any governmental rule or regulation now in
effect or hereafter enacted or adopted. In the event of such violation by the Consultant
or if the County or its authorized representative shall deem any conduct on the part of
the Consultant to be objectionable or improper, the County shall have the right to
suspend the contract of the Consultant. Should the Consultant fail to correct any such
violation, conduct, or practice to the satisfaction of the County within twenty four (24)
hours after receiving notice of such violation, conduct, or practice, such suspension to
continue until the violation is cured. The Consultant further agrees not to commence
operation during the suspension period until the violation has been corrected to the
satisfaction of the County.
Page 3 of8
10. TERMINATION. Should the Consultant be found to have failed to perform his services
in a manner satisfactory to the County as per this Agreement, the County may
terminate said agreement for cause; further the County may terminate this Agreement
for convenience with a thirty (30) day written notice. The County shall be sole judge of
non-performance.
11. NO DISCRIMINATION. The Consultant agrees that there shall be no discrimination
as to race, sex, color, creed or national origin.
12. INSURANCE. The Consultant shall provide insurance as follows:
Commercial General Liability: Coverage shall have minimum limits of $500,000
Per Occurrence, Combined Single Limit for Bodily Injury Liability and Property
Damage Liability. This shall include Premises and Operations; Independent
Consultants; Products and Completed Operations and Contractual Liability.
Workers' Compensation: Insurance covering all employees meeting Statutory
Limits in compliance with the applicable state and federal laws.
The coverage must include Employers' Liability with a minimum limit of $500,000 for
each accident.
Special Requirements: Collier County Government shall be listed as the Certificate
Holder and included as an Additional Insured on the Comprehensive General Liability
Policy.
Current, valid insurance policies meeting the requirement herein identified shall be
maintained by Consultant during the duration of this Agreement. Renewal certificates
shall be sent to the County ten (10) days prior to any expiration date. There shall be a
thirty (30) day notification to the County in the event of cancellation or modification of
any stipulated insurance coverage.
Consultant shall insure that all subConsultants comply with the same insurance
requirements that he is required to meet. The same Consultant shall provide the County
with certificates of insurance meeting the required insurance provisions.
13. INDEMNIFICATION. To the maximum extent permitted by Florida law, the
Consultant shall indemnify and hold harmless Collier County, its officers and
employees from any and all liabilities, damages, losses and costs, including, but not
limited to, reasonable attorneys' fees and paralegals' fees, to the extent caused by the
negligence, recklessness, or intentionally wrongful conduct of the Consultant or anyone
employed or utilized by the Consultant in the performance of this Agreement. This
indemnification obligation shall not be construed to negate, abridge or reduce any other
rights or remedies which otherwise may be available to an indemnified party or person
described in this paragraph.
Page 4 of8
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This section does not pertain to any incident arising from the sole negligence of Collier
County.
14. CONTRACT ADMINISTRATION. This Agreement shall be administered on behalf of
the County by the Utility Billing and Customer Service Deparhnent.
15. CONFLICT OF INTEREST. Consultant represents that it presently has no interest and
shall acquire no interest. either direct or indirect, which would conflict in any manner
with the performance of services required hereunder. Consultant further represents that
no persons having any such interest shall be employed to perform those services.
16. COMPONENT PARTS OF THIS CONTRACT. This Contract consists of the attached
component parts, all of which are as fully a part of the contract as if herein set out
verbatim: Consultant's Proposal, Insurance Certificate, Bid#11-5625
Specifications/Scope of Services, Exhibit A "Scope of Work".
17. SUBJECT TO APPROPRIATION. It is further understood and agreed by and between
the parties herein that this agreement is subject to appropriation by the Board of County
Commissioners.
18. PROHIBITION OF GIFTS TO COUNTY EMPLOYEES. No organization or individual
shall offer or give, either directly or indirectly, any favor, gift, loan, fee, service or other
item of value to any County employee, as set forth in Chapter 112, Part III, Florida
Statutes, Collier County Ethics Ordinance No. 2004-05, and County Administrative
Procedure 5311. Violation of this provision may result in one or more of the following
consequences: a. Prohibition by the individual, firm, and/ or any employee of the firm
from contact with County staff for a specified period of time; b. Prohibition by the
individual and/ or firm from doing business with the County for a specified period of
time, including but not limited to: submitting bids, RFP, and/ or quotes; and, c.
immediate termination of any contract held by the individual and/ or firm for cause.
19. IMMIGRATION LAW COMPLIANCE. By executing and entering into this agreement,
the Consultant is formally acknowledging without exception or stipulation that it is
fully responsible for complying with the provisions of the Immigration Reform and
Control Act of 1986 as located at 8 USe. 1324, et seq. and regulations relating thereto,
as either may be amended. Failure by the Consultant to comply with the laws
referenced herein shall constitute a breach of this agreement and the County shall have
the discretion to unilaterally terminate this agreement immediately.
20. OFFER EXTENDED TO OTHER GOVERNMENTAL ENTITIES. Collier County
encourages and agrees to the successful proposer extending the pricing, terms and
conditions of this solicitation or resultant contract to other governmental entities at the
discretion of the successful proposer.
Page 5 of8
21. AGREEMENT TERMS. If any portion of this Agreement is held to be void, invalid, or
otherwise unenforceable, in whole or in part, the remaining portion of this Agreement
shall remain in effect.
22. ADDITIONAL ITEMS/SERVICES, Additional items and/ or services may be added to
this contract upon satisfactory negotiation of price by the Contract Manager and
Consultant.
23. DISPUTE RESOLUTION. Prior to the initiation of any action or proceeding permitted
by this Agreement to resolve disputes between the parties, the parties shall make a
good faith effort to resolve any such disputes by negotiation. The negotiation shall be
attended by representatives of Consultant with full decision-making authority and by
County's staff person who would make the presentation of any settlement reached
during negotiations to County for approval. Failing resolution, and prior to the
commencement of depositions in any litigation between the parties arising out of this
Agreement, the parties shall attempt to resolve the dispute through Mediation before an
agreed-upon Circuit Court Mediator certified by the State of Florida. The mediation
shall be attended by representatives of Consultant with full decision-making authority
and by County's staff person who would make the presentation of any settlement
reached at mediation to County's board for approval. Should either party fail to submit
to mediation as required hereunder, the other party may obtain a court order requiring
mediation under section 44.102, Fla. Stat.
Any suit or action brought by either party to this Agreement against the other party
relating to or arising out of this Agreement must be brought in the appropriate federal
or state courts in Collier County, Florida, which courts have sole and exclusive
jurisdiction on all such matters.
24. KEY PERSONNEUPROTECT STAFFING. The proposer's personnel and management
to be utilized for this project shall be knowledgeable in their areas of expertise. The
County reserves the right to perform investigations as may be deemed necessary to
insure that competent persons will be utilized in the performance of the contract.
Selected firm shall assign as many people as necessary to complete the project on a
timely basis, and each person assigned shall be available for an amount of time
adequate to meet the dates set forth in the Project Schedule. Firm shall not change Key
Personnel unless the following conditions are met: (1) Proposed replacements have
substantially the same or better qualifications and/ or experience. (2) that the County is
notified in writing as far in advance as possible. Firm shall make commercially
reasonable efforts to notify Collier County within seven (7) days of the change. The
County retains final approval of proposed replacement personnel.
Page 6 of8
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IN WITNESS WHEREOF, the Consultant and the County, have each, respectively, by an
authorized person or agent, hereunder set their hands and seals on the date and year first
above written.
BOARD OF COUNTY COMMISSIONERS
ATTEST: COLLIER COUNTY, FLORIDA
.:~ t ~~_ ' ~ DWightE'1~O:~~C~::~ O(C:.~:t
~'(O\!,.Q)H- . By: " .q "
Da,ted.: :7., ,.llD l Fred Coyle, Chairman ' .
, . 4tttl~~t\Fth<< \"..,.. .
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First Witness
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Second Witness
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Print Name
V ACCARO CO~TING, INC.
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Consultant . >'
By: ~/'
.srlft(a ture
6A ~_V4-Cc--\4-'"",) P rZJiif Vt7'A.,ri.
Typed signature and title
Page 70f8
Exhi bit A
Contract #11-5625 - Consultine: Services and ptannine: Assistance
Scope of Work
1. As requested by the County, the Consultant is responsible for the following vendor evaluation and contract
negotiation services, including, but not limited to the following work tasks:
1.1 Assisting with the development of future RFP documents for new software systems and enhancements to
existing software systems.
1.2 Assisting with performing vendor evaluations for a software systems and enhancements to existing
software systems.
1.3 Attending demonstrations of vendor products.
1.4 Developing lists of contract issues to be discussed with vendors.
1.5 Assist in performing contract negotiations with selected vendors for a software systems and
enhancements to software systems.
1.6 Assist in preparation of draft versions of software system and enhancement contract(s).
1.7 Review software system and enhancement contract(s) with Collier County Attorneys.
1.8 Preparing final versions of software systems and enhancement contract(s).
1.9 Providing general project management support.
2. Consultant shall also provide implementation assistance to the County for the successful software package. The
responsibilities of the consultant during implementation may include, but not be limited to the following work
tasks:
2.1 Providing project management assistance to the County during the implementation of the new software
systems and enhancements.
2.2 Participating in regularly scheduled project status meetings/telephone conferences with the County and
the software system vendors to monitor the progress of the implementation and the adherence to the
contract(s).
2.3 Assisting with developing detailed implementation work plans and time schedules. Coordinate Collier
County's implementation work plans with the software system vendor(s) implementation work plan and
review pay applications.
2.4 Assisting with reviewing and finalizing the specifications for the required software modifications and
interfaces that will be performed by the software system vendor(s).
2.5 Assisting with planning and coordinating the new software system acceptance testing.
2.6 Assisting with the new software system and enhancements acceptance testing results.
2.7 Assisting with planning and coordinating the automated and manual conversion of data.
2.8 Assisting with planning and coordinating the cutover to live processing on the new software systems.
3. Additional responsibilities of the consultant may include, but not be limited to the following work tasks:
3.1 Mapping workflow processes for various projects and tasks including but not limited to special
assessments, PUD code enforcement, non-residential recycling, estoppel processes, miscellaneous
billing, trash collections customer service, water/wastewater billing and meter reading.
3.2 Identifying those processes, both internal and external to the new software systems with an emphasis on
enhancing productivity and customer service to deliver faster, better and less expensive services.
3.3 Review, develop and document written operating procedures for workflow processes, after modifications
identified in the above that will be used to benchmark productivity, cross-training, and to provide tools to
training replacement staff.
3.4 Assisting with design testing and acceptance of any modifications to the new and existing software
systems and enhancements.
4. Additional costs from the Consultant may include:
4.1 Reimbursable Expenses (not to exceed)
4.2 Travel Expenses (not to exceed)
$200.00 per trip
$2,500.00 per trip
Page 80f8
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CERTIFICATE OF LIABILITY INSURANCE
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133 Caroline
Elmhurst, IL 60126
CONTACT
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COVERAGES CERTIFICATE NUMBER: REVISION NUMBER:
THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD
INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS
CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS,
EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS
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DESCRIPTION OF OPERATIONS I LOCATIONS I VEHICLES ~ttach ACORD 10!.r.Additional Remarks Schedule, if more ~ace is required)
RE: CONTRACT #11-5625. ADDITIONAL INSURED FOR "ENERAL LIABILITY: COLLIeR
COUNTY GOVERNMENT BOARD OF COUNTY COMMISSIONERS.
CERTIFICATE HOLDER
CANCELLATION
COLLlE1
SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE
COLLIER COUNTY GOVERNMENT THE EXPIRATION DATE THEREOF, NOTICE WILL 8E DELIVERED IN
BOARD OF COUNTY COMMISSIONERS ACCORDANCE WITH THE POLICY PROVISIONS.
3301 TAMIAMI TRAIL EAST
NAPLES, FL 34112 AUTHORIZED REPRESENTATIVE
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ACORD 25 (2009/09)
@ 1988-2009 ACORD CORPORATION. All rights reserved.
The ACORD name and logo are registered marks of ACORD