NuGrowth Partners Agreement~'ao9-Z7 a~~
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PROFESSIONAL SERVICES AGREEMENT
BETWEEN THE CITY OF MIAMI BEACH, FLORIDA
AND NUGROWTH PARTNERS
FOR CITYWIDE TRAINING SERVICES
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THIS AGREEMENT made and entered into thisl~ da of , 2009 b
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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 NUGROWTH PARTNERS, an Ohio corporation,
whose address is 4325 Granview Road, Granville, Ohio 43023 (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 Twenty Thousand and 00/100 Dollars ($20,000).
3.2 INVOICING
Consultant shall submit an invoice pursuant to the timeline, asset forth in Exhibit
"A", upon completion of each of the 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 PAYMIENT
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 Center 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 14, 2009, and shall terminate upon completion of the Services
or September 30, 2010, whichever is earlier. At its sole discretion, the City may renew
this Agreement, upon the same terms and conditions for an additional one (1) yearterm,
upon thirty (30) days written notice to Consultant prior to the end of the initial 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 Manager or his authorized designee,
subsequent to the execution of the Agreement. The Services shall be completed per
timeline in Exhibit "A".
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
coming to its knowledge that in any way directly or indirectly affects the other party.
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4.6 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
(through the City Manager) 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, may terminate this Agreement without further notice required.
Upon termination, 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 bylaw, 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 UPON SEVEN (7) DAYS WRITTEN NOTICE TO CONSULTANT. 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 MANAGER AT HIS DISCRETION) UP TO THE DATE
OF TERMINATION. UPON SUCH PAYMENT (IF ANY) TO CONSULTANT, THE CITY
SHALL BE FULLY DISCHARGED FROM ANYANDALL LIABILITIES, DUTIES, AND
TERMS ARISING OUT OF, OR BY VIRTUE, OF THIS AGREEMENT; 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
the Consultant is placed either in voluntary or involuntary bankruptcy or makes an
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assignment forthe benefit of creditors. In such event, the right and obligations forthe
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 ofthe 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 Consultant and may only be used by
Consultant. Any reuse, distribution, or dissemination of same by the City must first be
approved by Consultant, in writing.
This provision does not pertain to any course content or materials for which 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 Cityof 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
work 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
Manager, which consent, if given at all, shall be at his/her sole discretion.
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.
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4.12 EQUAL EMPLOYMENT OPPORTUNITY
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, ail such notices and communications
shall be addressed as follows:
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TO CONSULTANT: NuGrowth Partners
Attn: Barry Rellaford
383 West 1360 North
American Fork, UT 84003
(801) 319-2110
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.
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 $10,000. 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 $10,000.
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 $10,000 for any action or claim for breach of
contract arising out of the performance ornon-performance of any obligations imposed
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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]
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: P
City Clerk
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May r -
ROBERT E. PARCHER
FOR CONSULTANT:
ATTEST:
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By, c
Secretary
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Print Name
Attachment: Exhibit "A"
MATTI HERRERA BOWER
NUGROWTH PARTNERS
APPROVED AS TO
FORM & LANGUAGE
_~ FOR EXECUTION
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EXHIBIT "A"
CITY OF MIAMI BEACH
SCOPE OF SERVICES
FOR
NUGROWTH PARTNERS
CITYWIDE TRAINING SERVICES
I. SCOPE OF WORK METHODOLOGY
NuGrowth Partners is pleased to submit the proposed methodology to provide the varied
workshop programs that are a critical component of the City's Strategic Plan. NuGrowth
Partners shall be responsible for the development of all training material in conjunction
with the Office of Budget and Performance Improvement (OBPI) Organizational
Development and Training Division.
GOALS AND OBJECTIVES
Each Teambuilding, Diversity, Sexual Harassment, Ethics, and Customer Service
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 NuGrowth Partners 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
NuGrowth Partners 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 NuGrowth Partners 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 TRAINING
PROGRAMS
Group Facilitation includes departmental retreats, organizational visioning, team
building, facilitation skills, and planning/workout sessions. These sessions can include
debriefing feedback instruments, such as customer satisfaction surveys, Franklin Covey's
Scope of Services 1 of 3 City of Miami Beach
NuGrowth Partners
xQ tool, and other 360 instruments. Team Building (Own Your ZoneTM) is a highly
participatory and fun process for intact work teams that guides teams in understanding
what it means for them to win as a team and how their individual roles working together
produce better results. Diversity sessions include topics such as embracing the diversity
in our community and workplace; valuing and celebrating our differences and
challenging our personal beliefs and behaviors so that we can move beyond judgments
and bias will be explored. Sexual 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. Ethics topics to be covered during these sessions are the County's and
City's Code of Ethics and Conflict of Interest Ordinance. Participants learn through "real
life" scenarios how to deal with situations they are faced on a daily basis while
performing their duties. Customer Service helps people understand the importance and
practicality of providing excellent customer service.
Subtask 1.1.1 Pre-workshop teleconference
The NuGrowth Partners 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. Training tools that are reusable and purchased
by the City are retained by the City for future use.
Subtask 1.1.3 Workshop delivery
NuGrowth Partners 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 NuGrowth Partners 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 NuGrowth Partners 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. TIMELINE AND PAYMENT SCHEDULE
Scope of Services 2 of 3 City of Miami Beach
NuGrowth Partners
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.
NuGrowth Partners charges $2,100 per day for training services; expenses are charged at
direct cost and within City expense guidelines.
NuGrowth Partners agrees that the proposed workshops will be delivered within a time
period of ten (10) months from the City's issuance of a Notice to Proceed. NuGrowth
Partners 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:
Timeline
TASK 1.1-DEFINE GOALS AND OBJECTIVES: 10/09-9/10
Subtask 1.1.1 Pre-workshop teleconference
Subtask 1.1.2 Develop Workshop Materials and Deliverables
Subtask 1.1.3 Workshop delivery
Team/Group Facilitation services
Team Building (Own Your ZoneTM) (6 days, 12 sessions)
Diversity
Sexual Harassment
Ethics
Customer Service
Subtask 1.1.4 Post-workshop review
PAYMENT SCHEDULE: 10 Months
$2,100 per day for training services on an as requested basis
not to exceed $20,000 subject to funding availability
Scope of Services 3 of 3 City of Miami Beach
NuGrowth Partners