Evergreen Solutions Contract w/ OUA Consulting Services Agreement
By and Between
Okeechobee Utility Authority,Florida
and
Evergreen Solutions,LLC
This Agreement(the"Agreement"),dated as of June 20,2023,is made by and between Evergreen
Solutions,LLC,a Florida corporation("Evergreen"),and the Okeechobee Utility Authority(the"Client").
WHEREAS,Evergreen Solutions and the Client desire to enter into an agreement whereby Evergreen will
provide certain management consulting services for the Client on the terms and conditions hereinafter set
forth;and
WHEREAS,Evergreen Solutions is willing to provide such management consulting services for the
Client.
NOW,THEREFORE,the parties hereto agree as follows:
1.Engagement.Evergreen Solutions hereby agrees to provide such management consulting services for
the Client as may be reasonably requested by the Client in connection with the Request for Proposals and
Proposal submitted by Evergreen Solutions on April 18,2023 and the revised work plan submitted on
June 9,2023.
2.Extent of Services.Evergreen Solutions agrees to perform such services to the best of its ability and in
a diligent and conscientious manner and to devote appropriate time,energies and skill to those duties
called for hereunder during the term of this Agreement and in connection with the performance of such
duties to act in a manner consistent with the primary objective of completing the engagement.
Evergreen Solutions agrees to devote such time as is reasonably required to fulfill its duties hereunder.
7 Page 1
•
Throughout the duration of this agreement,Evergreen Solutions will serve as an independent contractor
of the Client,as such;Evergreen Solutions will obey all laws relating to federal and state income taxes,
associated payroll and business taxes,licenses and fees,workers compensation insurance,and all other
applicable state and federal laws and regulations.
In the successful completion of this engagement,Evergreen Solutions may utilize subcontractors,but
Evergreen Solutions shall remain completely responsible to the Client for performance under this
Agreement.
3. Term.The engagement of the Consultant hereunder by Client shall commence as of the date hereof
and shall continue through October 15, 2023,unless earlier terminated,pursuant to Section 5 hereof.
4.Compensation.
(a)As compensation for the services contemplated herein and for performance rendered by Evergreen
Solutions of its duties and obligations hereunder,the Client shall pay to Evergreen Solutions an aggregate
fee equal to$19,500(the"Consulting Fee"),earned and payable according to the following
invoice/payment schedule:
• 25%-upon completion of Tasks 1—2
• 25%-upon completion of Tasks 3—4
• 25%-upon completion of Tasks 5—6
• 15%-upon completion of Tasks 7— 10
• 10%-upon completion of Task 11
(b)The Client's sole obligation shall be to pay Evergreen Solutions the amounts described in Section 4(a)
of this Agreement,and the Consultant is not and shall not be deemed an employee of the Client for any
purpose.
5.Termination.This Agreement shall be terminated as follows:
(a)30 days after written notice of termination is given by either party at any time after June 20,2023,
provided however,that if the Client shall terminate this Agreement pursuant to this Section 5(a)for any
reason other than Consultant's material breach of this Agreement(having given prior notice of,and
reasonable opportunity for Consultant to cure,any such breach),Client shall pay to consultant in one
lump stun an amount equal to that portion of the aggregate Consulting Fee which has not been paid to
Consultant as of the effective date of such ternination.
(b)On such date as is mutually agreed by the parties in writing.
(c)Upon expiration of the Term as set forth in Section 3.
If Client elects to terminate for material breach then Client shall pay to consultant in one lump sum an
amount equal only to that for which services have been rendered.
Upon termination of this Agreement pursuant to this Section 5,except as contemplated by Section 5(a)in
the event Client terminates this Agreement in the absence of continuing material breach hereof by
Consultant,Consultant shall be entitled to payment of only that portion of the Consulting Fee earned
through the effective date of such termination and any portion of the Lump Sum Payment which has not
been paid to Consultant as of the effective date of such termination.
Page 2
6.Confidential Information.Evergreen Solutions shall not,at any time during or following expiration or
termination of its engagement hereunder(regardless of the manner,reason,time or cause thereof)directly
or indirectly disclose or furnish to any person not entitled to receive the same for the immediate benefit of
the Client any trade secrets or confidential information as determined by the Client in writing.
7. Covenants.Evergreen Solutions agrees to(a)faithfully and diligently do and perform the acts and
duties required in connection with its engagement hereunder,and(b)not engage in any activity which is
or likely is contrary to the welfare,interest or benefit of the business now or hereafter conducted by the
Client.
8.Binding Effect.This Agreement will inure to the benefit of and shall be binding upon the parties
hereto and their respective successors or assigns(whether resulting from any re organization,
consolidation or merger of either of the parties or any assignment to a business to which all or
substantially all of the assets of either party are sold).
9.Entire Agreement.This Agreement,including the aforementioned RFP and proposal,contains the
entire agreement and understanding of the parties with respect to the subject matter hereof,supersedes all
prior agreements and understandings with respect thereto and cannot be modified, amended,waived or
terminated, in whole or in part,except in writing signed by the party to be charged.
10.Notices.All notices required to be given under the terms of this Agreement or which any of the
parties desires to give hereunder shall be in writing and personally delivered or sent by registered or
certified mail,return receipt requested,or sent by facsimile transmission,addressed as follows:
(a.)If to Evergreen Solutions addressed to:
Evergreen Solutions,LLC
Attention:Dr.Jeff Ling,President
2878 Remington Green Circle
Tallahassee,Florida 32308
•
(b.)If to the Client addressed to:
Okeechobee Utility Authority
Attention:Mr.John Hayford,Executive Director
100 SW 5t Avenue
Okeechobee,Florida 34974-4221
Any party may designate a change of address at any time by giving written notice thereof to the other
parties.
11.Miscellaneous.This Agreement:
(a)shall be binding upon and inure to the benefit of the parties hereto and their respective successors and
permitted assigns;
(b)may not(except as provided in Section 9 hereof)be assigned by either party hereto without the prior
written consent of the other party(any purported assignment hereof in violation of this provision being
null and void);
Page 3
(c)may be executed in any number of counterparts,and by any party on separate counterparts,each of
which as so executed and delivered shall be deemed an original but all of which together shall constitute
one and the same instrument,and it shall not be necessary in making proof of this Agreement as to any
party hereto to produce or account for more than one such counterpart executed and delivered by such
party;
(d)may be amended,modified or supplemented only by a written instrument executed by all of the parties
hereto;and
(e)embodies the entire agreement and understanding of the parties hereto in respect of the transactions
contemplated hereby and supersedes all prior agreements and understandings among the parties with
respect thereto.
IN WITNESS WHEREOF,the parties hereto have executed this Agreement as of the date first above
written.
--'L.''vergrccn Solutions,LLC
-\ -if
Jeff Ling, Pt:sident
Okeech ee Utility Authority
.. ,,,,f,,f4,,,
Page 4