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PROFESSIONAL SERVICES AGREEMENT
BETWEEN THE CITY OF MIAMI BEACH, FLORIDA
AND INFLUENS
FOR CITYWIDE TRAINING SERVICES
THIS AGREEMENT made and entered into this i day of 0~~~~2 , 2008,
by and between the CITY OF MIAMI BEACH, FLORIDA (hereinafter referred to as City),
a municipal corporation, having its principal offices at 1700 Convention Center Drive,
Miami Beach, Florida, 33139, and INFLUENS, a Florida corporation, whose address is
1835 East Hallandale Beach Blvd., Suite 602, Hallandale, Florida, 33009
(hereinafter referred to as Consultant).
SECTION 1
DEFINITIONS
Agreement: This Agreement between the City and Consultant.
City Manager: The Chief Administrative Officer of the City.
Consultant: For the purposes of this Agreement, Consultant shall be deemed to
be an independent Consultant, and not an agent or employee of
the City.
Services: All services, work and actions by the Consultant performed
pursuant to or undertaken under this Agreement, as described in
Section 2.
Fee: Amount paid to the Consultant to cover the costs of the Services.
Risk Manager: The Risk Manager of the City, with offices at 1700 Convention
Center Drive, Third Floor, Miami Beach, Florida 33139, telephone
number (305) 673-7000, Ext. 6435, and fax number (305) 673-
7023.
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SECTION 2
SCOPE OF WORK
The scope of work to be performed by Consultant is set forth in Exhibit "A", entitled
"Scope of Services" (Services).
SECTION 3
COMPENSATION
3.1 FIXED FEE
Consultant shall be compensated for the Services, as set forth in Section 2 and
Exhibit "A", in an amount not to exceed Thirty Thousand and 00/100 Dollars ($30,000).
3.2 INVOICING
Consultant shall submit an invoice pursuant to the timeline, as set forth in Exhibit
"A", upon completion of each of the two (2) Workshop Programs described therein,
which invoices include the City purchase order number, and a detailed description of the
portion of the Services completed.
3.3 METHOD OF PAYMENT
Payments shall be made for Services rendered within thirty (30) days of the date
of invoice, in a manner satisfactory to, and as approved and received by, the City.
Consultant shall mail all invoices to:
City of Miami Beach
Office of Budget and Performance Improvement
Attn: Dr. Leslie Rosenfeld
Organizational Development Specialist
1700 Convention Ce~lter Drive, 3~d Floor
Miami Beach, Florida 33139
SECTION 4
GENERAL PROVISIONS
4.1 RESPONSIBILITY OF THE CONSULTANT
With respect to the performance of the Services, the Consultant shall exercise
that degree of skill, care, efficiency and diligence normally exercised by recognized
professionals with respect to the performance of comparable Services. In its
performance of the Services, the Consultant shall comply with all applicable laws,
ordinances, and regulations of the City, Miami-Dade County, State of Florida, and
Federal Government.
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4.2 PUBLIC ENTITY CRIMES
A State of Florida Form PUR 7068, Sworn Statement under Section
287.133(3)(a) Florida Statute on Public Entity Crimes shall be filed with the City's
Procurement Division, prior to commencement of the Services herein.
4.3 DURATION AND EXTENT OF AGREEMENT (TERM)
This Agreement shall be effective following approval by the City and execution by
the parties hereto. The term of this Agreement shall be deemed to have commenced
(retroactively) on October 1, 2008, and shall terminate upon completion of the Services
or September 30, 2009, whichever is earlier. At its sole discretion, the City may renew
this Agreement, upon the same terms and conditions for an additional one (1) year term,
upon thirty (30) days written notice to Consultant (such notice to be provided prior to the
end of the initial term or a renewal term).
4.4 TIME OF COMPLETION
The Services to be rendered by the Consultant shall be commenced upon receipt
of a written Notice to Proceed from the City subsequent to the execution of the
Agreement. The Services shall be completed per the timeline in Exhibit "A" within ten
(10) months from a Notice to Proceed, unless additional work is requested and
authorized in writing by the City.
4.5 INDEMNIFICATION
Consultant agrees to indemnify and hold harmless the City of Miami Beach and
its officers, employees and agents, from and against any and all actions, claims,
liabilities, losses, and expenses, including, but not limited to, attorneys' fees, for
personal, economic or bodily injury, wrongful death, loss of or damage to property, at
law or in equity, which may arise or be alleged to have arisen from the negligent acts,
errors, omissions or other wrongful conduct of the Consultant, its employees, agents,
sub-consultants, or any other person or entity acting under Consultant's control, in
connection with the Consultant's performance of the Services pursuant to this
Agreement; and to that extent, the Consultant 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 all costs and attorneys' fees expended by the City
in the defense of such claims and losses, including appeals. The parties agree that one
percent (1 %) of the total compensation to the Consultant for performance of the
Services under this Agreement is the specific consideration from the City to the
Consultant for the Consultant's Indemnity Agreement.
The Consultant's obligation under this Subsection shall not include the obligation
to indemnify the City of Miami Beach and its officers, employees and agents, from and
against any actions or claims which arise or are alleged to have arisen from negligent
acts or omissions or other wrongful conduct of the City and its officers, employees and
agents. The parties each agree to give the other party prompt notice of any claim
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coming to its knowledge that in any way directly or indirectly affects the other party.
TERMINATION, SUSPENSION AND SANCTIONS
4.6.1 Termination for Cause
If the Consultant shall fail to fulfill in a timely manner, or otherwise violate
any of the covenants, agreements, or stipulations material to this Agreement, the City
shall thereupon have the right to terminate this Agreement for cause. Prior to
exercising its option to terminate for cause, the City shall notify the Consultant of its
violation of the particular terms of this Agreement and shall grant Consultant seven (7)
days to cure such default. If such default remains uncured after seven (7) days, the
City, upon three (3) days' notice to Consultant, may terminate this Agreement and the
City shall be fully discharged from any and all liabilities, duties and terms arising out
of/or by virtue of this Agreement.
Notwithstanding the above, the Consultant shall not be relieved of liability
to the City for damages sustained by the City by any breach of the Agreement by the
Consultant. The City, at its sole option and. discretion, shall additionally be entitled to
bring any and all legal/equitable actions that it deems to be in its best interest in order
to enforce the City's right and remedies against the defaulting party. The City shall be
entitled to recover all costs of such actions, including reasonable attorneys' fees. To
the extent allowed by law, the defaulting party waives its right to jury trial and its right to
bring permissive counter claims against the City in any such action.
4.6.2 Termination for Convenience of City
NOTWITHSTANDING SECTION 4.6.1, THE CITY MAY ALSO, FOR ITS
CONVENIENCE AND WITHOUT CAUSE, TERMINATE AT ANY TIME DURING THE
TERM HEREOF BY GIVING WRITTEN NOTICE TO CONSULTANT OF SUCH
TERMINATION, WHICH SHALL BECOME EFFECTIVE SEVEN (7) DAYS
FOLLOWING RECEIPT BY THE CONSULTANT OF THE WRITTEN TERMINATION
NOTICE. IN THAT EVENT, ALL FINISHED OR UNFINISHED DOCUMENTS AND
OTHER MATERIALS, AS DESCRIBED IN SECTION 2 AND IN EXHIBIT "A", BUT
SUBJECT TO SECTION 4.8 HEREIN, SHALL BE PROPERLY ASSEMBLED AND
DELIVERED TO THE CITY AT CONSULTANT'S SOLE COST AND EXPENSE. IF
THE AGREEMENT IS TERMINATED BY THE CITY AS PROVIDED IN THIS
SUBSECTION, CONSULTANT SHALL BE PAID FOR ANY SERVICES
SATISFACTORILY PERFORMED, AS DETERMINED BY THE CITY AT ITS
DISCRETION, UP TO THE DATE OF TERMINATION. PROVIDED, HOWEVER,
THAT AS A CONDITION PRECEDENT TO SUCH PAYMENT, CONSULTANT SHALL
DELIVER ANY AND ALL DOCUMENTS, MATERIALS, ETC, TO CITY, AS
REQUIRED HEREIN (SUBJECT TO SECTION 4.8 HEREIN).
4.6.3 Termination for Insolvency
The City also reserves the right to terminate the Agreement in the event
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the Consultant 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 4.6.2.
4.6.4 Sanctions for Noncompliance with Nondiscrimination Provisions
In the event of the Consultant's noncompliance with the
nondiscrimination provisions of this Agreement, the City shall impose such sanctions
as the City, Miami-Dade County, and / or the State of Florida, as applicable, may
determine to be appropriate, including but not limited to, withholding of payments to
the Consultant under the Agreement until the Consultant complies and/or
cancellation, termination or suspension of the Agreement. In the event the City
cancels or terminates the Agreement pursuant to this Subsection the rights and
obligations of the parties shall be the same as provided in Section 4.6.2.
4.7 CHANGES AND ADDITIONS
Changes and additions to the Agreement shall be directed by a written
amendment signed by the duly authorized representatives of the City and Consultant. No
alteration, change, or modification of the terms of this Agreement shall be valid unless
amended in writing, signed by both parties hereto, and approved by the City Commission
of the City.
4.8 OWNERSHIP OF DOCUMENTS
All workshop materials prepared by the Consultant pursuant to this Agreement
will remain the exclusive property of Influens and may only be used by Influens. Any
reuse, distribution, or dissemination of same by the City of Miami Beach must first be
approved by Consultant.
This provision does not pertain to any course content or materials forwhich Consultant
has been retained by the City to develop specifically for the City and which Consultant
has been compensated for the development of such content and/or materials.
4.9 INSURANCE REQUIREMENTS
The Consultant shall not commence any work pursuant to this Agreement
until all insurance required under this Section has been obtained and such insurance
has been approved by the City's Risk Manager. The Consultant shall maintain and carry
in full force during the term of this Agreement the following insurance:
1. Consultant General Liability in the amount of $300,000, naming the City of Miami
Beach, Florida, as an additional insured.
2. Consultant Professional Liability in the amount of $200,000
3. Workers Compensation & Employers Liability as required pursuant to Florida
statute.
4. The insurance must be furnished by insurance companies authorized to do
business in the State of Florida and approved by the City's Risk Manager.
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5. Original certificates of insurance forthe above coverage must be submitted to the
City's Risk Manager for approval prior to any work commencing. These
certificates will be kept on file in the office of the Risk Manager, 3rd Floor, City
Hall.
6. The Consultant is solely responsible for obtaining and submitting all insurance
certificates for its sub-consultants.
All insurance policies must be issued by companies authorized to do business
under the laws of the State of Florida. The companies must be 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 A.M. Best Company, Oldwick, New Jersey, or its
equivalent, subject to the approval of the City's Risk Manager. Compliance with the
foregoing requirements shall not relieve the Consultant of the liabilities and obligations
under this Section or under any other portion of this Agreement, and the City shall have
the right to obtain from the Consultant specimen copies of the insurance policies in the
event that submitted certificates of insurance are inadequate to ascertain compliance
with required overage.
4.9.1 Endorsements
All of Consultant's certificates, above, shall contain endorsements providing that
written notice shall be given to the City at least thirty (30) days prior to termination,
cancellation or reduction in coverage in the policy.
4.9.2 Certificates
Unless directed by the City otherwise, the Consultant shall not commence any
services pursuant to this Agreement until the City has received and approved, in writing,
certificates of insurance showing that the requirements of this Section (in its entirety)
have been met and provided for.
4.10 ASSIGNMENT, TRANSFER OR SUBCONTRACTING
The Consultant shall not subcontract, assign, or transfer any work under
this Agreement in whole or in part, without the prior written consent of the City.
4.11 SUB-CONTRACTORS
The Consultant shall be liable for the Consultant's services,
responsibilities and liabilities under this Agreement and the services, responsibilities
and liabilities of any and all sub-contractors, and any other person or entity acting
under the direction or control of the Consultant. When the term "Consultant" is used
in this Agreement, it shall be deemed to include any sub-contractors and any other
person or entity acting under the direction or control of Consultant. All sub-
contractors must be approved in writing by the City prior to their engagement by
Consultant.
4.12 EQUAL EMPLOYMENT OPPORTUNITY
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In connection with the performance of this Agreement, the Consultant
shall not discriminate against any employee or applicant for employment because of
race, color, religion, ancestry, sex, age, and national origin, place of birth, marital
status, physical handicap, or sexual orientation. The Consultant shall take affirmative
action to ensure that applicants are employed and that employees are treated during
their employment without regard to their race, color, religion, ancestry, sex, age,
national origin, place of birth, marital status, disability, or sexual orientation.
4.13 CONFLICT OF INTEREST
The Consultant agrees to adhere to and be governed by the Metropolitan
Miami-Dade County Conflict of Interest Ordinance (No. 72-82), as amended; and by
the City of Miami Beach Charter and Code, which are incorporated by reference
herein as if fully set forth herein, in connection with the Agreement conditions
hereunder.
The Consultant covenants that it presently has no interest and shall not
acquire any interest, direct or indirectly which should conflict in any manner or degree
with the performance of the Services. The Consultant further covenants that in the
performance of this Agreement, no person having any such interest shall knowingly
be employed by the Consultant. 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.
4.14 PATENT RIGHTS; COPYRIGHTS: CONFIDENTIAL FINDINGS
Any patentable result arising out of this Agreement, as well as all
information, specifications, processes, data and findings, shall be made available to
the City for public use.
No reports, other documents, articles or devices produced in whole or in
part under this Agreement shall be the subject of any application for copyright or
patent by or on behalf of the Consultant or its employees orsub-contractors, without
the prior written consent of the City.
4.15 NOTICES
All notices and communications in writing required or permitted
hereunder may be delivered personally to the representatives of the Consultant and
the City listed below or may be mailed by registered mail, postage prepaid (or
airmailed if addressed to an address outside of the city of dispatch).
Until changed by notice in writing, all such notices and communications
shall be addressed as follows:
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TO CONSULTANT: Influens
1835 East Hallandale Beach Blvd. Suite 602
Hallandale, FL 33009
TO CITY: City of Miami Beach
Attn: Dr. Leslie Rosenfeld
Organizational Development Specialist
1700 Convention Center Drive, 3rd Floor
Miami Beach, Florida 33139
(305) 673-7000, Ext. 6923
Notices hereunder shall be effective:
If delivered personally, on delivery; if mailed to an address in the city of dispatch,
on the day following the date mailed; and if mailed to an address outside the city of
dispatch on the seventh day following the date mailed.
4.16 LITIGATION JURISDICTIONNENUE
This Agreement shall be enforceable in Miami-Dade 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 venue for the enforcement of same shall lie in
Miami-Dade County, Florida.
4.17 ENTIRETY OF AGREEMENT
This writing and the Services set forth in Exhibit "A" embody the entire
Agreement and understanding between the parties hereto, and there are no other
agreements and understandings, oral or written with reference to the subject matter
hereof that are not merged herein and superceded hereby.
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4.18 LIMITATION OF CITY'S LIABILITY
The City desires to enter into this Agreement only if in so doing the City can place
a limit on the City's liability for any cause of action for money damages due to an
alleged breach by the City of this Agreement, so that its liability for any such breach
never exceeds the sum of $1,000. Consultant hereby expresses its willingness to
enter into this Agreement with Consultant's recovery from the City for any damage
action for breach of contract to be limited to a maximum amount of $1,000.
Accordingly, and notwithstanding any other term or condition of this Agreement,
Consultant hereby agrees that the City shall not be liable to the Consultant for
damages in an amount in excess of $1,000 for any action or claim for breach of
contract arising out of the performance ornon-performance of any obligations imposed
upon the City by this Agreement. Nothing contained in this paragraph or elsewhere in
this Agreement is in any way intended to be a waiver of the limitation placed upon the
City's Liability as set forth in Section 768.28, Florida Statutes.
[ Remainder of this page left intentionally blank]
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IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
executed by their appropriate officials, as of the date first entered above.
FOR CITY: CITY OF MIAMI BEACH, FLORIDA
ATTEST:
By:
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City Clerk
FOR CONSULTANT:
ATTEST:
By: ~
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Print Name
Attachment: Exhibit "A"
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EXHIBIT "A"
CITY OF MIAMI BEACH
SCOPE OF SERVICES
FOR
INFLUENS
CITYWIDE TRAINING SERVICES
I. SCOPE OF WORKMETHODOLOGY
Influens is pleased to submit the proposed methodology to provide the varied workshop
programs that are a critical component of the City's Strategic Plan. Influens shall be
responsible for the development of all workshop material in conjunction with the Office
of Budget and Performance Improvement (OBPI) Organizational Development and
Training Division.
GOALS AND OBJECTIVES
Each Focus Group and Sexual Harassment workshop is linked to the relevant Key
Intended Outcomes (KIOs), mission, vision, and values contained within the City's
Strategic Plan. These required elements are contained in presentation slides and handouts
as appropriate.
Each workshop has the following process to customize them for the City's needs:
1. Pre-workshop teleconference: the Influens consultant assigned to deliver the
workshop participates with a member of the OBPI team to review the course curriculum
and its connection to City needs.
2. Workshop delivery: Sessions are introduced by an OBPI staff member and
connections are made to the City's Strategic Plan. The workshop is delivered by a
Influens consultant with course evaluations administered and collected for all
participants.
3. Post-workshop review: Course evaluations are reviewed post-course in a face-to-
face or telephone meeting with the Influens consultant and an OBPI team member and
suggestions and improvements are incorporated in future sessions. Sponsoring
department management participates in these reviews as available.
TASK 1.1-DEFINE GOALS AND OBJECTIVES FOR ALL WORKSHOP
PROGRAMS
Focus Group Facilitation services will provide group facilitation processes for use with
intact work teams and other groups. This includes departmental retreats, organizational
visioning, team building, facilitation skills, and planning/workout sessions. Sexual
Scope of Services 1 of 4 City of Miami Beach
Influens
Harassment sessions include topics as what is the Equal Employment Opportunity
Commission's (EEOC) definition of Sexual Harassment, the history of Sexual
Harassment and the impact of Sexual Harassment on an organization will be discussed.
Participants will also discuss and learn about the three types of Sexual Harassment such
as Quid Pro Quo; Retaliation; and Hostile Work Environment. The goal of these sessions
is to make participants aware of acceptable and unacceptable behavior (unaware,
uncontrollable and deliberate). Myths and facts about Sexual Harassment will be
discussed, what a victim should do if in this situation and what the organization should do
and finally participants will walk away with proactive strategies to eliminate Sexual
Harassment from the workplace.
Subtask 1.1.1 Pre-workshop teleconference
The Influens consultant assigned to deliver the workshop participates with a member of
the OBPI team to review the course curriculum and its connection to City needs.
Subtask 1.1.2 Develop Workshop Materials and Deliverables
Some workshops include course materials for each participating City employee. The print
masters for these courses are provided to the City for duplication. There is no additional
charge for participant materials to the City. Workshop. tools that are reusable and
purchased by the City are retained by the City for future use.
Subtask 1.1.3 Workshop delivery
Influens consultants deliver the agreed-to workshops within the guidelines and statutes of
the City of Miami Beach. Each workshop is designed to engage participants in learning,
dialogue, and application of the concepts learned back on the job.
Sessions are introduced by an OBPI staff member and connections are made to the City's
Strategic Plan. The workshop is delivered by a Influens consultant with course
evaluations administered and collected for all participants.
Subtask 1.1.4 Post-workshop review
Course evaluations are reviewed post-course in a face-to-face or telephone meeting with
the Influens consultant and an OBPI team member and suggestions and improvements are
incorporated in future sessions. Sponsoring department management participates in these
reviews as available.
II. TIMELINEAND PAYMENT SCHEDULE
The workshops are delivered to City of Miami Beach staff in 3-4 hour sessions with 30-
50 employees attending each session, depending upon the topic and availability of staff.
Facilitation services are usually in one-day sessions, depending on the needs of the
department or team.
Scope of Services 2 of 4 City of Miami Beach
Influens
Influens charges $2,000 per day for workshop services; expenses are charged at direct
cost and within City expense guidelines.
Influens agrees that the proposed workshops will be delivered within a time period often
(10) months from the City's issuance of a Notice to Proceed. Influens is prepared to
deliver the proposed workshops as soon as the City approves the Professional Service
Agreement, abiding by the following timeline and payment schedule:
Payment
Timeline Schedule
TASK 1.1-DEFINE GOALS AND OBJECTIVES: 10/08-9/09 $30,000
Subtask 1.1.1 Pre-workshop teleconference
Subtask 1.1.2 Develop Workshop Materials and Deliverables
Subtask 1.1.3 Workshop delivery (as needed)
Focus Group Facilitation services TBD
Sexual Harassment (4 days, 8 sessions) May
Subtask 1.1.4 Post-workshop review
TOTAL SCHEDULED PAYMENTS:
10 Months $30,000
Scope of Services 3 of 4 City of Miami Beach
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Hollywood, October 28, 200$
Dr. Leslie Rosenfeld
Organizational Development
City of Miami Beach
1700 Convention Center Drive, 3`d Floor
Miami Beach, FL 33139
Dear Leslie:
I'm enclosing the signed PSA agreement for you.
Our insurer, Behnke Associates, is sending our certificate of insurance directly to the
city's Risk Manager. We were advised that a company our size -with one salaried staff
member and four contractors -does not require Workers Compensation. All other
insurance requirements are met -and exceeded - by our policy.
Please let me know if you have any questions. We look forward to our work with you
next year!
a l~~
Achim Nowak
President/INFLUENS