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PROFESSIONAL SERVICES AGREEMENT
BETWEEN THE CITY OF MIAMI BEACH, FLORIDA
AND BRISTOL STRATEGY GROUP
FOR BOARD DEVELOPMENT AND TRAINING SERVICES
RELATED TO THE CITY'S SERVICE PARTNERSHIP INITIATIVE
THIS AGREEMENT made and entered into this 21st day of May, 2009, by and
between the CITY OF MIAMI BEACH, FLORIDA (hereinafter referred to as City),
having its principal offices at 17D0 Convention Center Drive, Miami Beach, Florida,
33139, and BRISTOL STRATEGY GROUP, a Florida Corporation, (hereinafter referred
to as Contractor), whose address is 3332 NE 190t" Street, Suite 812, Aventura, Florida,
33180.
SECTION 4
1.1
Agreement: This Agreement between the City and Contractor, and any
exhibits and/or attachments hereto.
City Manager: The Chief Administrative Officer of the City.
Contractor: For the purposes of this Agreement, Contractor shall be
deemed to be an independent contractor, and no# an agent
or employee of the City.
Services: All services, work and actions by the Contractor performed
pursuant to or undertaken under this Agreement, as
described in Section 2 and Exhibit "A" hereto.
Fee (Compensation): Amount paid to the Contractor 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 (SERVICES)
The Contractor wilt provide leadership board development and training services for
the Miami Beach Service Partnership members. The scope of work to be performed
by Contractor is further detailed in Exhibit "A," entitled "Scope of Services." The
Contractor shall report to the City's, Office of Community Services, Division Director.
SECTION 3
COMPENSATION
3.1 FIXED FEE
Contractor shall be compensated for the Services, as set forth in Section 2
and Exhibit "A", as follows: (a) Design and coaching services far on-boarding process
for Miami Beach Service Partnership members at Five Hundred and Twenty-Five
Dollars ($525); (b) Design and coaching services for the on-boarding process of the
Miami Beach Service Partnership Governing Board at Five Hundred and Twenty-Five
Dollars ($525); (c) Design and coaching services for success plan at Three Hundred
and Fifty Dollars ($350); and (d) Design and facilitation services for the
implementation of a dashboard tool for use by the Miami Beach Service Partnership
Governing Board at Seven Hundred Dollars ($700), for a maximum not to exceed
Two Thousand One Hundred Dollars ($2,100).
Contractor's compensation shall be further subject to and conditioned upon all
or any portion of the Services to be provided herein being allowable and within the
Scope of Services delineated in Exhibit "A".
Notwithstanding the preceding, or any term or condition of the Agreement,
Contractor's total compensation during the Term of this Agreement shall not exceed
the maximum allowable sum of Two Thousand One Hundred Dollars ($2,100).
3.2 INVOICING
Contractor shall submit an invoice upon provision of Services, or portions thereof,
which includes an itemized, detailed description of the Services (or portions thereof)
provided and cost(s) for same. Invoices and supporting documentation shall be
submitted to Maria L. Ruiz, Division Director, Office of Community Services, 1700
Convention Center Drive, Miami Beach, Florida, 33139.
3.3 METHOD OF PAYMENT
Payments shall be made within thirty (30) days of the date of invoice, in a
manner satisfactory to and as approved and received by the Office of Community
Services Director.
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SECTION- 4
GENERAL PROVISIONS
4.1 RESPONSIBILITY_OF THE CONTRACTOR
With respect to the performance of the Services, the Contractor 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 Contractor shall comply with all applicable laws,
ordinances, and regulations of the City, Miami-Dade County, the State of Florida, and
the federal government, as applicable.
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?
The term of this Agreement shall commence upon execution of this Agreement
by all parties hereto, and shall terminate on August 31, 2009. Contractor shall
complete and/or shall satisfactorily provide all Services no later than August 31,
2009.
4.4 INTENTIONALLY DELETED
4.5 INDEMNIFICATION
Contractor 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 Contractor, its employees, agents,
sub-consultants, or any other person or entity acting under Consultant's control, in
connection with the Contractor's performance of the Services pursuant to this
Agreement; and to that extent, the Contractor 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 Contractor'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 coming to its knowledge that in any way directly or indirectly affects the other
party.
4.6 TERMINATION. SUSPENSION AND SANCTIONS
4.6.1 Termination for Cause
If the Contrac#or 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 the
Services then remaining to be performed. Prior to exercising its option
to terminate for cause, the City shall notify the Contractor of its violation
of the particular terms of this Agreement and shall grant Contractor
three (3) days to cure such default. If such default remains uncured
after three (3) days, the City, without further notice to Contractor, may
terminate this Agreement and the City shall be fugy discharged from
any and all liabilities, duties and terms arising out of/or by virtue of this
Agreement.
Notwithstanding the above, the Contractor sha11 not be relieved of
liability to the City for damages sustained by the City by any breach of
the Agreement by the Contractor. 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 shalt be entitled to recover atl 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 THIS
AGREEMENT 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, ANY
FINISHED OR UNFINISHED DOCUMENTS AND OTHER
MATERIALS PREPARED AND OR OTHERWISE COMPILED BY
CONSULTANT PURSUANT TO ITS PROVISION OF THE SERVICES
CONTEMPLATED IN SECTION 2 AND IN EXHIBIT "A", SHALL BE
PROMPTLY 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
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SERVICES SATISFACTORILY PERFORMED, AS DETERMINED BY
THE CITY AT ITS SOLE DISCERTION, UP TO THE DATE OF
TERMINATION; PROVIDED, HOWEVER, THAT AS A CONDITION
PRECEDENT TO SUCH PAYMENT, CONSULTANT SHALL HAVE
DELIVERED ANY AND ALL DOCUMENTS, MATERIALS, ETC, TO
CITY,: AS REQUIRED HEREIN.
4.6.3 Termination for Insolvency
The City also reserves the right to terminate the remaining Services to
be performed in the event the Contractor is placed either in voluntary
or involuntary bankruptcy or makes an assignment for the benefit of
creditors. Jn 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 Contractor's noncompliance with the
nondiscrimination provisions of this Agreement, as applicable, the City
shall impose such sanctions as the City or the State of Florida may
determine to be appropriate, including but not limited to, withholding of
payments to the Contractor under the Agreement until the Contractor
complies and/or cancellation, termination or suspension of the
Services andJor the Agreement. In the event the City cancels or
terminates the Services and/or 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
Any changes and additions to the terms of this Agreement shalt be by a written
amendment, signed by the duly authorized representatives of the City and Contractor.
No alteration, change, or modification of the terms of this Agreement shall be valid
unless amended in writing, signed by the parties hereto, and approved by the City.
4.8 OWNERSHIP OF DOCUMENTS
Any changes and additions to the terms of this Agreement shall be by a
written amendment, signed by the duly authorized representatives of the City and
Contractor. No alteration, change, or modification of the terms of this Agreement
shall be valid unless amended in writing, signed by the parties hereto, and
approved by the City.
4.9 AUDIT AND INSPECTIONS
Upon 24-hour's written notice, the City Manager (on behalf of the City) and/or
such authorized representatives as the City Manager may deem to act on the City's
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behalf, may, during Contractor's normal business hours, audit, examine and make
audits of all contracts, invoices, materials, payrolls, records of personnel, conditions
of employment, and any and all other data and/or records and/or documents
relating to all matters covered by this Agreement. Contractor shall maintain any and
all such records, as necessary to document compliance with the provisions of this
Agreement.
4.10 ACCESS TO RECORDS
Contractor agrees to allow access during normal business hours to all
records including, without limitation, Contractor's financial records, to the City and/or
its authorized representatives, and agrees to provide such assistance as may be
necessary to facilitate audit by the City and/or its representatives, when and as the
City Manager, in his sole and reasonable discretion, may deem necessary to ensure
compliance with the provisions of this Agreement including, without limitation, as
they pertain to any financial audits (with applicable accounting and financial
standards). Contractor shall allow access during normal business hours to any and
all records, forms, f'rfes, and documents which have been generated in performance
of this Agreement, by the City and/or its authorized representatives.
4.11 INSURANCE REQUIREMENTS
The Contractor shall not commence any work and/or Services pursuant
to thus Agreement until all insurance required under this Section has been obtained
and such insurance has been reviewed and approved by the City's Risk Manager.
Contractor shall maintain and carry in full force during the term of this Agreement the
following insurance:
1. Contractor General Liability, in the amount of $1,000,000.
2. Contractor Professional Liability, in the amount of $200,000.
3. Workers Compensation & Employers Liability, as required pursuant to Florida
Statutes.
All insurance required hereunder must be furnished by insurance companies
authorized to do business in the State of Florida.
Original certificates of insurance for the above coverage must be submitted to
the City's Risk Manager at the Office of the Risk Manager of the City of Miami Beach,
1700 Convention Center Drive, Miami Beach, Florida 33139.
The Contractor is solely responsible for obtaining and submitting all insurance
certificates for its sub-contractors.
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
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edition of Best's Insurance Guide, published by A.M. Best Company, Oldwick, New
Jersey, or its equivalent.
Compliance with the foregoing requirements shall not relieve the Contractor 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 Contractor specimen
copies of the insurance policies in the event that submitted certificates of insurance
are inadequate to ascertain compliance with required overage.
All of Contractor's certificates, as required in this Section 4.11, sha(I 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.
The Contractor shall not commence any work and/or Services pursuant to this
Agreement untit the City's Risk Manager has received, reviewed and approved, in
writing, certificates of insurance showing that the requirements of this Section (in its
entirety) have been met and provided for.
4.12 ASSIGNMENT, TRANSFER OR SUBCONTRACTING
The Contractor shall not subcontract, assign, or transfer any work under this
Agreement without the prior written consent of the City Manager which consent, if
granted at all, shall be at the Manager's sole and absolute discretion.
4.13 SUB-CONTRACTORS
The Con#rac#or shall be liable #or Contractor's services, responsibili#ies and
liabilities under this Agreement, and the services, responsibilities and liabilities of
sub-contractors, and any other person or entity acting under the direction or control
of Contractor. When the term "Contractor" 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 Contractor. All sub-contractors must be approved, in
writing by the City Manager, or his designee, prior to their engagement by
Contractor (which approval, if granted at all, shall be at the Manager's sole
discretion and judgment).
4.14 EQUAL EMPLOYMENT OPPORTUNITY
In connection with the .performance of this Agreement, the Contractor shall
not discrimina#e against any employee or applicant for employment because of
race, color, religion, ancestry, sex, age, and national origin, place of birth, marital
status, or physical handicap. The Contractor 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, as applicable.
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4.15 NO CONFLICT OF INTEREST
The Contractor agrees to adhere to and be governed by the Metropolitan
Miami-Dade County Conflict of Interest Ordinance, as same may be amended from
time to time; and by City of Miami Beach Code, as same may be amended from
time to time.
The Contractor 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 Contractor 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 there from.
4.16 PATENT RIGHTS; COPYRIGHTS: CONFIDENTIAL FINDINGS
Any patentable result arising out of this Agreement, as well as all information,
design specifications, processes, data and findings, shall be made available in
perpetuity 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 Contractor or its employees or subcontractors.
4.17 NOTICES
All notices and communications relating to the day-to-day activities shall be
exchanged between a project manager appointed by the Contractor and the
program coordinator designated by the City Manager, who shall be Neighborhood
Services Department, Office of Community Services, Division Director. The
Contractor's project manager shall be designated following execution of this
Agreement by the parties and prior to commencement of the Services.
All other notices and communications in writing required or permitted
hereunder may be delivered personally to the representatives of the Contractor and
the City listed below or may be mailed by registered mail.
Until changed by notice in writing, all such notices and communications shall
be addressed as follows:
TO CONTRACTOR:
Bristol Strategy Group.
Attn: Ellen Bristol, President
3332 NE 190th Street, Suite 812
Aventura, Florida 33180
(305)935-6676
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TO CITY:
City of Miami Beach
Office of Community Services
Attn: Maria L. Ruiz, Director
1700 Convention Center Drive
Miami Beach, Florida 33139
(305) 673-7491
4.18 LITIGATION JURISDICTIONIVENUE
This Agreement shall be governed by, and construed in accordance with, the
laws of the State of Florida, both substantive and remedial, without regard to
principles of conflict of laws. The exclusive venue for any litigation arising out of the
Agreement shall be Miami-Dade County, Florida, if in State court, and the U.S.
District Court, Southern District of Florida, if in federal court.
BY ENTERING INTO THIS AGREEMENT,
EXPRESSLY WAIVE ANY RIGHTS EITHER PAR
JURY OR ANY CIVIL LITIGATION RELATED TO,
AGREEMENT.
4.19 ENTIRETY OF AGREEMENT
CONTRACTOR AND CITY
TY MAY HAVE TO A TRIAL BY
OR ARISING OUT OF, THIS
This writing and any exhibits and/or attachments incorporated (and/or
otherwise referenced for incorporation) herein. 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 superseded hereby.
4.20 LIMt7ATlON 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. Contractor 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, Contractor hereby agrees that the City shall not be liable to the
Contractor for damages in an amount in excess of $1,000 for any action or claim for
breach of contract arising out of the performance or non-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.
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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:
~: I~~k G
City Cferk
City ger
FOR CONTRACTOR:
ATTEST:
By:
Secretary
Print Name
Corporate Seal
~y.
Bristol Strategy Group
By:
President
Print Name
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~~'I'ROVED AS TO
FO&~M 8~ LANGUAGE
EXHIBIT "A"
"SCOPE OF SERVICES"
The Contractor will provide services as follows:
The Approach
It is the Contractor's commitment to design, with input and subject to the approval of
the Gity's Office of Community Services, the procedures and protocol for training new
members to the Miami Beach Service Partnership Governing Board including:
• Establishing the protocol and content for new member training that reflects the
Partnership's priorities as stated in their Adop#ed Policies & Proced~rres;
• Establishing the protocol and content of participation training for new members
to the Miami Beach Service Partnership Governing Board; and
• Training City staff on #hese protocols and content so as to ensure the
Partnership's continuity of this effort.
The Contractor will also design and provide training on the use of a dashboard
(process tool to measure adherence to program goals) for the Miami Beach Service
Partnership that addresses the priorities, key goals, outputs and key outcomes for
contracted performance by the Partnership and all of its individual agency members
Budget
Contractor pricing for Florida municipal engagements is based on the State of Florida
guidelines for management consulting services, $175/hour for senior consultants and
is delineated as follows.
Project Phase Actions Time Re uired Fees
"On-boarding" Design and 3 hours $525
process #or the new coaching
vendors
"On-boarding" Design and 3 hours $525
process for the coaching
Board
Succession plan Design and 2 hours $350
coachin
Implementation Design and 4 hours $700
process fora facilitation
"Dashboard" tool
Total Project $2,100
Budget (Estimated
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Leadership Engagement for Miami Beach Service Partnership
Proposal Submitted by Bristol Strategy Group
April 30, 2009
Introduction
In your role as Division Director for the Office of Community Services, City of Miami Beach
you have requested assistance in designing key elements meant to strengthen the leadership
(Board and Staff of Service Partners) and empowerment of the Miami Beach Service
Partnership. The following is in response to that request.
Your targeted outcomes in this limited engagement are to:
1. Design an "on-boarding" process for the new vendors that will be joining the Service
Partnership that will achieve maximum engagement by vendors and shorten their learning
curve about the program, the Partnership, their roles and responsibilities.
2. Design an "on-boarding" process for the Board as a governing body that effectively and
efficiently integrates new Board members with existing Board members and provides a
seamless transition of the Partnership's new business processes and language developed
at the April Leadership Retreat.
3. Design a focused succession plan for recruiting, screening and selecting a new Board
Chair (and can be incorporated in future for other Board vacancies) and "on-boarding"
process for Chair.
4. Design an implementation process fora "Dashboard" tool.
You are seeking facilitation of this process in the quickest turnaround possible. For purposes of
your time constraints, we will focus on outcomes 1-3 in the short term. The 4a' outcome would
be sequentially implemented with the Board for maximum engagement and relevancy for the
Board.
The Approach
It is the consultant's commitment to design in partnership with the Program Coordinator,
Talmage Thornhill, and coach her in the implementation so that you are the beneficiary of our
expertise, while using your existing resource in the month of June when the program year ends
and she has time available.
BSG Resources
Bristol Strategy Group will act as the prime contractor for this engagement, with principal Ellen
Bristol and our alliance partner, Gloria Romero Roses working in shifts to accommodate your
timeframe.
Budget
BSG pricing for Florida municipal engagements is based on the State of Florida guidelines for
management consulting services, $175lhour for senior consultants.
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Project Phase Actions Time Re uired Fees
"On-boarding" Design and coaching 3 hours $525
process for the new
vendors
"On-boarding" Design and coaching 3 hours $525
process for the Board
Succession lan Desi nand coachin 2 hours $350
Implementation Design and 4 hours $700
process fora facilitation
"Dashboard" tool
Total Project Budget $2,100
(Estimated)
Project Phase Actions Time Re wired Fees
"On-boarding" Design and coaching 3 hours $525
process for the new
vendors
"On-boarding" Design and coaching 3 hours $525
process for the Board
Succession lan Desi nand coachin 2 hours $350
Implementation Design and 4 hours $700
process fora facilitation
"Dashboard" tool
Total Project Budget $2,100
(Estimated