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02/19/1997 COOPERS & LYBRAND CONSULTING SERVICES AGREEMENT AGREEMENT made this 24th day of February. 1997 by and between Coopers & Lybrand L.L.P. ("C&L") with offices in Philadelphia and Tampa. Florida and the Client ("Client") identified below. Client: Address: Monroe County Government 51 00 College Road Key West Florida. 33040 City: State: Client Project Coordinator: Mary Greenwood. Director of Human Resources CLIENT HAS READ AND AGREES TO THE TERMS AND CONDITIONS ATTACHED HERETO. THIS AGREEMENT SHALL BE EFFECTIVE WHEN EXECUTED BY C&L AND CLIENT. CLIENT By: COOPERS & LYBRAND L.L.P. By: Name: tffl-Robefts- Douq!ass Name: Joe Fleshman Title: -G-ottrtty-Adminfstrator- County MayorTitle: Director. Compensation Group Date: February 24. 1997 Date: February 24. 1997 Address: 2400 Eleven Penn Center \0 -...J Pennsylvania. 191 03 g ;;:0 ;~::.J -71 ~-- '. t Project Coordinator: Kelly A. rvoss~:2 /-~~~'!..,~:~ -,.,.; -,; J', , I ~ r~ ,\-" ~/~:.::;, ~"., / '<~;/:d~ . '..~ !f',~' <\ ~;~'l ; ex) ~; 1'. i'~:f~~~'ir~ "; ~~~ -0 · ~";X..:'~>;j.; i · (SEAL)'::; ~~~;.~~. ~::j ATTEST: DANNY L. KOLHAGE, CLERK 4'".....o~... ....,.. City: Philadelphi.a State: BY TERMS AND CONDITIONS 1. CONSULTING SERVICES 1 .1 C&L Services. The consulting services are to be performed by Coopers & Lybrand's Human Resource Advisory Group with offices in Philadelphia and Tampa. 1 .2 Client Responsibilities. Client agrees to give C&L, at no charge, access to Client's facilities during normal working hours and to the necessary equipment, programs and documentation for C&L to perform the Consulting Services listed in Schedule A. 2. PROPRIETARY RIGHTS 2.1 Client Information and Deliverables. Client represents and warrants to C&L that it owns the information, programs and deliverables to be provided to C&L hereunder for the performance of the Consulting Services, or otherwise has the right to grant C&L the right to perform the Consulting Services listed in Schedule A. Client represents and warrants to C&L that the conversion, modification, copying or other use by C&L of the Client Deliverables in connection with providing Consulting Services under this Agreement shall not violate the proprietary or other rights of any third party. 2.2 C&L Resources. With the exception of the Client Deliverables, Client shall have no proprietary or ownership rights in any C&L or third party products, information, programs, tools or documentation (collectively "C&L Resources") which C&L uses in performing the Consulting Services. The C&L Resources are, and shall remain, the sole and exclusive property of 3. TIMING. FEES AND PAYMENT 3.1 Timing. The fees outlined below are based upon the scope of work (Schedule A) and the 120 day fixed timetable as described in your request for proposal. Any modification to either the scope of work or the timetable, at the request of the client, may impact the timetable and fees for the project. 3.2 Fees. The total amount to be paid by the MONROE COUNTY GOVERNMENT, under this Contract for services, shall not exceed Forty Three Thousand Two Hundred and Fourteen Dollars ($43,214) as outlined in Schedule B. The CONSULTANT shall notify the CLIENT, in writing, when 750/0 of the "not to exceed amount" has been reached. The CONSULTANT will bill the CLIENT on a monthly basis or as otherwise provided for in the project steps outlined in Schedule B. No amount in excess of $43,214 will be paid unless a modification to scope of work or change in timetable is requested by the client. Page 1 3.3 Payment. Invoices for services performed will be prepared at 30 day intervals as the work progresses. All invoices issued by C&L hereunder are due upon receipt of invoice. Client agrees to pay in a timely fashion. If Client fails to pay, when due, any amount payable hereunder, or fails to fully perform its obligation hereunder, C&L has the right to seek reimbursement through legal means. We will require that any outstanding bills be paid prior to issuance of our final report. 3.4 Discontinuance. If at some point during the course of this project a decision is made to discontinue our work, our fee would be computed based on time expended to date. Protocols for discontinuance will coincide with Section 5.1 of this agreement. A final bill will be prepared following this letter for payment. 4. OTHER RIGHTS AND OBLIGATIONS 4.1 Confidentiality. Each party agrees that, to the extent permitted under Florida State law, it shall not disclose to any third party any information proprietary to the other including information concerning the Client's trade secrets, methods, processes or procedures or any other confidential business information of the other party ("Confidential Information") which it learns during the course of its performance of this Agreement, without the prior written consent of the other party, except to the extent that any such Confidential Information (i) is the public domain, (ii) is independently developed by the other party, (iii) is already in the possession of such party prior to disclosure, or (iv) is rightfully received from a third party not under a confidentiality obligation. This obligation will survive the cancellation or other termination of this Agreement. 4.2 Project Leaders. Client shall appoint a project leaders (Joe Fleshman and Kelly Voss) who is fully familiar with Client's technical requirements and who shall be approved by C&L to coordinate all Client activities in connection with the Consulting Services outlined in Schedule A. The project leaders will not be changed without notifying the client. 4.3 Independent Contractor. All C&L personnel in performance of this Agreement, are acting as independent contractors and are not employees or agents of Client. C&L shall be solely responsible for the payment of compensation of C&L personnel assigned to perform services hereunder and such personnel are not entitled to the provisions of any Client employee benefits. Client shall not be responsible for payment of workers' compensation, disability benefits and unemployment insurance or for withholding and paying employment taxes for any C&L personnel performing services hereunder, but such responsibility shall be that of C&L. Page 2 4.4 Indemnification/ Hold Harmless Insurance. C&L shall secure and maintain insurance as stated in Schedule "C" including indemnification/ hold harmless provisions as stated on Form TCS in Schedule "C". 5. TERMINATION 5.1 Termination. Client may terminate this Agreement upon thirty (30) days written notice to C&L. Coopers & Lybrand may terminate this Agreement upon thirty (30) days prior written notice to Client. C&L may terminate this Agreement upon thirty (30) days prior written notice to Client in the event that (i) Client breaches the terms of this Agreement and such breach is not remedied by the end of the notice period, or (ii) Client ceases to do business in the ordinary course or files for bankruptcy. All provisions hereof relating to confidentiality and non-disclosure, limitation of liability and Client's obligations to pay C&L for services rendered and expenses incurred prior to termination, shall survive the termination of this Agreement. 6. WARRANTY 6.1 Warranty. C&L warrants that the Consulting Services shall be performed in a workmanlike manner in accordance with the specifications and description of such services as set forth in Schedule A. C&L's sole obligation under this warranty is to respond promptly and to use reasonable efforts or remedy any defect which is identified by Client within ninety (90) days from the completion of the Consulting Services. 6.2 Disclaimer. EXCEPT AS SET FORTH IN 6.1, C&L MAKES NO WARRANTIES, EXPRESSED OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OR MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. C&L does not warrant and shall have no obligation to remedy any defect in the Consulting Services which is the result of any defect, error or malfunction in any Client Del iverable. Our reports will be based on assumptions, estimates and other information developed from resource of the market, knowledge of the industry and other factors. Some assumptions inevitably will not materialize and unanticipated events and circumstances will occur; therefore, actual results achieved during the future period covered in our analysis will vary from our estimates and the variances may be material. Page 3 7. LIMITATION OF LIABILITY 7.1 Limitation of Liability. C&L SHALL HAVE NO LIABILITY WITH RESPECT TO ITS OBLIGATIONS UNDER THIS AGREEMENT OR OTHERWISE FOR SPECIAL, INCIDENTAL" CONSEQUENTIAL, PUNITIVE OR EXEMPLARY DAMAGES EVEN IF IT HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THE LIABILITY OF C&L TO THE CLIENT FOR ANY REASON AND UPON ANY CAUSE OF ACTION WHATSOEVER, WHETHER IN CONTRACT OR IN TORT, SHALL BE LIMITED TO THE AMOUNT PAID TO C&L FOR SERVICES RENDERED UNDER THIS AGREEMENT. This Limitation does not apply to bodily injury and property damage, as contained in Schedule "C". 8. MISCELLANEOUS 8.1 Entire Agreement. This Agreement evidences the complete understanding and agreement of the parties with respect to the subject matter hereof and supersedes and merges any prior understandings or agreements. This Agreement may not be modified except by a writing subscribed to by both parties. 8.2 Force Majeure. Neither party shall be liable to the other for any delay or failure to perform any of the services or obligations set forth in this Agreement due to cause beyond its reasonable control. 8.3 Florida Law. This Agreement shall be governed by the laws of the State of Florida. C&L and Client hereby agree that the sole jurisdiction and venue for any litigation relating to this Agreement shall be an appropriate local court located in Monroe County, Florida. 8.4 Assignment. Neither party may assign, without the prior written consent of the other; its rights, duties or obligations under this Agreement to any person or entity, in whole or in part. Consent to any such assignment may not be unreasonably withheld. 8.5 Notice. Any notice provided pursuant to this Agreement, if specified to be in writing, shall be in writing and shall be deemed given (i) if by hand delivery, upon receipt hereof; (ii) if mailed three (3) days after deposit in the U.S. mail, postage prepaid, certified mail return receipt requested. All notices shall be addressed to the parties at the respective addresses indicated herein. 8.6 Client Identification. C&L, upon written consent of Client which shall not be unreasonably withheld, may use the name of and identify Client as C&L client, in advertising, publicity, or similar materials distributed to prospective clients. Page 4 8.7 No Waiver. The waiver or failure of either party to exercise any right in any respect provided for herein shall not be deemed a waiver of any further right hereunder. 8.8 Enforceability. If any provision of this Agreement is invalid under any applicable statute or rule of law, it is to that extent to be deemed omitted. Page 5 SCHEDULE A TO PROVIDE CONTRACTUAL CONSULTANT SERVICES FOR A COMPREHENSIVE COMPENSATION, POSITION, PAY PLAN AND CLASSIFICATION STUDY · Establish objective, standardized methods for evaluating job, developing salary ranges and determining individual salary levels. Carry out initial meetings, project planning and interviews for over a two full day period. · Compare pay rates, as well as benefit levels, in Monroe County with those of comparable classification in the local area and with other comparable Florida governmental entities, including State of Florida, and appropriate national surveys, taking into consideration the high cost of living in Monroe County. The majority of market assessment will be done using published survey data. Custom survey work will be billed separately as required. · Formulate current salary ranges which are competitive with similar positions in the labor market where Monroe County recruits employees and which are consistent with the economic conditions in Monroe County. Develop one continuous pay structure encompassing all benchmark and non-benchmark positions. · Update and draft job descriptions to include all job requirements and responsibilities and which comply with the Americans with Disabilities Act. Identify those positions whose job descriptions do not reflect the work the employee is performing or required to perform. Develop approximately 200 position classifications for County job descriptions (currently 300 classifications exist), it is anticipated that jobs will be consolidated. · Establish internal equities among jobs and among employees in the same pay grade and design an implementation plan for any inequities. The County will conduct any required appeal proceedings. · Revise personnel policies and procedures that directly affect the pay plan as necessary. Implement a plan for the current classifications and develop a methodology to reclassify or incorporate new classifications as they are needed. Develop a standardized salary administration manual adaptable to the County's policies and procedures. · Review performance evaluation process and make recommendations concerning merit increases, cost of living, and incentive pay. Review one to two performance review forms and processes applicable to County employees. · Develop an appropriate final report and a management level presentation outlining our findings and analysis. Communications will also include Page 6 semi-monthly reporting to the project team and a management-level presentation of our findings and recommendations at or near project conclusion. In summary, Deliverables from this project include: 1 ) Pay Plan with salary ranges 2) Revised job descriptions 3) Implementation Plan for inequities 4) Revised personnel policies re: Pay Plan 5) Revised Performance Evaluation 6) Management Report The constitutional offices are to be involved in the project on a limited basis in the steps of competitive market assessment and development of salary structures. They will not be involved in the revision of job descriptions and performance evaluation and will be submitting only a sample set of PIQ's to assist in the competitive analysis of current pay. Page 7 TIMING SCHEDULE B Assuming a start date on or before February 27, 1997, we will be able to complete the project as described within your 120 day timeframe. This assumes appropriate and timely access to individuals for meetings and consultation, data for review and analysis and decision making at certain key milestones throughout the project. FEES C&L fees for professional services under this agreement are as follows: PROJECT ACTIVITY STEP I: STEP II: STEP III: STEP IV: STEP V: STEP VI: STEP VII: STEP VIII: Establish Standard Methods Compare Pay and Benefit Levels Develop Salary Ranges Develop Job Descriptions Establish Internal Equities Revise Personnel Policies and Procedures Review Performance Appraisal Process Reporting and Presentation TOTAL FEES: PROPOSED FEES $ 8,463 $ 9,299 $ 2,737 $ 9,072 $ 2,093 $ 3,073 $ 3,493 $ 4,984 $43,214 Out-of-pocket expenses for items such as consultant travel, hotel accommodations, subsistence, administrative services, express mail, computer time, bulk photocopy, etc., have been included in the above fees. It is our practice to issue invoices monthly. Page 8 SCHEDULE C RISK MANAGEMENT POLICY AND PROCEDURES CONTRACT ADMINISTRATION MANUAL General Insurance Requirements for Other Contractors and Subcontractors As a pre-requisite of the work governed, or the goods supplied under this contract (including the pre-staging of personnel and material), the Contractor shall obtain, at his/her own expense, insurance as specified in any attached schedules, which are made part of this contract. The Contractor will ensure that the insurance obtained will extend protection to all Subcontractors engaged by the Contractor. As an alternative, the Contractor may require all Subcontractors to obtain insurance consistent with the attached schedules. The Contractor will not be permitted to commence work governed by this contract (including pre-staging of personnel and material) until satisfactory evidence of the required insurance has been furnished to the County as specified below. Delays in the commencement of work, resulting from the failure of the Contractor to provide satisfactory evidence of the required insurance, shall not extend deadlines specified in this contract and any penalties and failure to perform assessments shall be imposed as if the work commenced on the specified date and time, except for the Contractor's failure to provide satisfactory evidence. The Contractor shall maintain the required insurance throughout the entire term of this contract and any extensions specified in the attached schedules. Failure to comply with this provision may result in the immediate suspension of all work until the required insurance has been reinstated or replaced. Delays in the completion of work resulting from the failure of the Contractor to maintain the required insurance shall not extend deadlines specified in this contract and any penalties and failure to perform assessments shall be imposed as if the work had not been suspended, except for the Contractor's failure to maintain the required insurance. The Contractor shall provide, to the County, as satisfactory evidence of the required insurance, either: · Certificate of Insurance or · A Certified copy of the actual insurance policy. The County, at its sole option, has the right to request a certified copy of any or all insurance policies required by this contract. All insurance policies must specify that they are not subject to cancellation, non-renewal, material change, or reduction in coverage unless a minimum of thirty (30) days prior notification is given to the County by the insurer. SCHEDULE C RISK MANAGEMENT POLICY AND PROCEDURES CONTRACT ADMINISTRATION MANUAL General Insurance Requirements for Other Contractors and Subcontractors The acceptance and or approval of the Contractor's insurance shall not be construed as relieving the Contractor from any liability or obligation assumed under this contract or imposed by law. The Monroe County Board of County Commissioners, its employees and officials will be included as "Additional Insured" on all policies, except for Workers' Compensation. Any deviations from these General Insurance Requirements must be requested in writing on the County prepared form entitled "Request for Waiver of Insurance Requirements" and approved by Monroe County Risk Management. SCHEDULE C RISK MANAGEMENT POLICY AND PROCEDURES CONTRACT ADMINISTRATION MANUAL General Insurance Requirements for Other Contractors and Subcontractors Prior to the commencement of work governed by this contract, the Contractor shall obtain General Liability Insurance. Coverage shall be maintained throughout the life of the contract and include, as a minimum: · Premises Operations · Products and Completed Operations · Blanket Contractual Liability · Personal Injury Liability · Expanded Definition of Property Damage The minimum limits acceptable shall be: $300,000 Combined Single Limit (CSL) If split limits are provided, the minimum limits acceptable shall be: $100,000 per Person $300,000 per Occurrence $ 50,000 Property Damage An Occurrence Form policy is preferred. If coverage is provided on a Claims Made policy, its provisions should include coverage for claims filed on or after the effective date of this contract. In addition, the period for which claims may be reported should extend for a minimum of twelve (12) months following the acceptance of work by the County. The Monroe County Board of County Commissioners shall be named as Additional Insured on all policies issued to satisfy the above requirements. SCHEDULE C RISK MANAGEMENT POLICY AND PROCEDURES CONTRACT ADMINISTRATION MANUAL General Insurance Requirements for Other Contractors and Subcontractors Recognizing that the work governed by this contract involves the furnishing of advice or services of a professional nature, the Contractor shall purchase and maintain, throughout the life of the contract, Professional Liability Insurance which will respond to damages resulting from any claim arising out of the performance of professional services or any error or omission of the Contractor arising out of work governed by this contract. The minimum limits of liability shall be: $250,000 per Occurrence/$500,000 Aggregate SCHEDULE C RISK MANAGEMENT POLICY AND PROCEDURES CONTRACT ADMINISTRATION MANUAL General Insurance Requirements for Other Contractors and Subcontractors Recognizing that the work governed by this contract requires the use of vehicles, the Contractor, prior to the commencement of work, shall obtain Vehicle Liability insurance. Coverage shall be maintained throughout the life of the contract and include, as a minimum, liability coverage for: · Owned, Non-Owned, and Hired Vehicles The minimum limits acceptable shall be: $1 00,000 Combined Single Limit (CSL) If split limits are provided, the minimum limits acceptable shall be: $ 50,000 per Person $100,000 per Occurrence $ 25,000 Property Damage The Monroe County Board of County Commissioners shall be named as Additional Insured on all policies issued to satisfy the above requirements. SCHEDULE C RISK MANAGEMENT POLICY AND PROCEDURES CONTRACT ADMINISTRATION MANUAL General Insurance Requirements for Other Contractors and Subcontractors Prior to the commencement of work governed by this contract, the Contractor shall obtain Workers' Compensation Insurance with limits sufficient to respond to Florida Statute 440. In addition, the Contractor shall obtain Employers' Liability Insurance with limits of not less than: $100,000 $500,000 $1 00,000 Bodily Injury by Accident Bodily Injury by Disease, policy limits Bodily Injury by Disease, each employee Coverage shall be maintained throughout the entire term of the contract. Coverage shall be provided by a company or companies authorized to transact business in the state of Florida. If the Contractor has been approved by the Florida's Department of Labor, as an authorized self insurer, the County shall recognize and honor the Contractor's status. The Contractor may be required to submit a Letter of Authorization issued by the Department of Labor and a Certificate of Insurance, providing details on the Contractor's Excess Insurance Program. If the Contractor participates in a self-insurance fund, a Certificate of Insurance will be required. In addition, the Contractor may be required to submit updated financial statements from the fund upon request from the County. SCHEDULE C RISK MANAGEMENT POLICY AND PROCEDURES CONTRACT ADMINISTRATION MANUAL General Insurance Requirements for Other Contractors and Subcontractors The Contractor covenants and agrees to indemnify and hold harmless Monroe County Board of County Commissioners from any and all claims for bodily injury (including death), personal injury, and property damage (including property owned by Monroe County) and any other losses, damages, and expenses (including attorney's fees) which arise out of, in connection with, or by reason of serviced provided by the Contractor or any of its subcontractor(s) in any tier, occasioned by the negligence, errors, or other wrongful act or omission of the Contractor or its Subcontractors in any tier, their employees, or agents. In the even the completion of the project (to include the work of others) is delayed or suspended as a result of the Contractor's failure to purchase or maintain required insurance, the Contractor shall indemnify the County from any and all increased expenses resulting from such delay. The first ten dollars ($10.00) or remuneration paid to the Contractor is for the indemnification provided for above. The extent of liability is in no way limited to, reduced, or lessened by the insurance requirements contained elsewhere within this agreement.