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HomeMy WebLinkAboutGuardian Quest for Citywide Training Prof. Svs Agmt 10/01/1997a~o~- /s/G/oG ~ ~ 3 ~~~ _ C7s PROFESSIONAL SERVICES AGREEMENT BETWEEN THE CITY OF MIAMI BEACH, FLORIDA AND GUARDIAN QUEST FOR CITYWIDE TRAINING SERVICES THIS AGREEMENT made and entered into this ~~day of ~~ ~.g~20(~, 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 GUARDIAN QUEST, an Illinois corporation, whose address is 1805 South Kings Way Drive Place, Aurora, Illinois 60506 (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. 1 ,.~ 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 Forty Thousand and 00/100 Dollars ($40,000). 3.2 INVOICING Consultant shall submit an invoice pursuant to the timeline, as set forth in Exhibit "A", upon completion of each of the three (3) Training 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 Center Drive, 3rd 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. 2 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 be for a period of one (1) year from the date this Agreement is executed by the parties hereto retroactive to October 1, 2007. 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 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 coming to its knowledge that in any way directly or indirectly affects the other party. 3 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 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 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 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 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 forthe 4 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 training materials prepared by the Consultant pursuant to this Agreement will remain the exclusive property of Guardian Quest and may only be used by Guardian Quest .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 $1,000,000, 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. 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 5 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 In connection with the performance of this Agreement, the Consultant shall not discriminate against any employee or applicant for employment because of 6 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: 7 TO CONSULTANT: Guardian Quest Attn: Mia Deufel 1805 South Kings Way Drive Place Aurora, Illinois 60506 (630)449-0958 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. 8 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] 9 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: City Clerk Robert Parcher FOR CONSULTANT: ATTEST: By: 1 ~ N . ~s~ , 1 r ~ ~ ~- 1~~P ~-F~ ~ Print Name Attachment: Exhibit "A" or Matti Herrera Bower GUARDIAN QUEST ~ ~. M t ~i1~, ri t Name APPROVED AS TO FORM & LANGUAGE & FOR ELUTION ~~2 Q~ 10 EXHIBIT "A" CITY OF MIAMI BEACH SCOPE OF SERVICES FOR GUARDIAN QUEST CITYWIDE TRAINING SERVICES I. SCOPE OF WORK METHODOLOGY Guardian Quest is pleased to submit the proposed methodology to provide the varied training programs that are a critical component of the City's Strategic Plan. Guardian Quest 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 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 Guardian Quest 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 Guardian Quest 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 Guardian Quest 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 Subtask 1.1.1 Pre-workshop teleconference The Guardian Quest 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. Scope of Services 1 of 4 City of Miami Beach Guardian Quest 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 for classes taught by Guardian Quest consultants only. There is no additional charge for participant materials to the City. Subtask 1.1.3 Workshop delivery Guardian Quest 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 Guardian Quest 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 Guardian Quest 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 1.2 -DEVELOP CUSTOMIZED TRAINING PROGRAMS FOR POTENTIAL WORKSHOPS TO BE OFFERED Subtask 1.2.1 Diversi 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. The goal of this program is to breakthrough the current belief system of each participant and break diversity barriers. These sessions will explore the concept that diversity is about inclusion, and engagement -leaving no one behind and how success is the ability for us all to work together. Participants learn how prejudice is eliminated by developing high performance teams and true diversity is ensuring diversity of thought at all levels of the organization. Subtask 1.2.2 Sexual Harassment 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. 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 Scope of Services 2 of 4 City of Miami Beach Guardian Quest organization should do and finally participants will walk away with proactive strategies to eliminate Sexual Harassment from the workplace. Subtask 1.2.3 Diversity Champions Diversity Champions course is designed to develop Diversity Champions (Organizational diversity advocates.) It blends principles of leadership, high performance teams and diversity learning. The course focuses on shifting belief systems through powerful interactive learning processes. Participants will learn in an energetic, highly interactive session which will challenge and enable them to expand their diversity philosophy and effectively model it to others. The course goal is to create a learning environment where participants will define diversity. To develop a personal awareness which will empower employees to take their diversity core values to the next level. Participants will be asked to understand the broad scope of diversity while challenging participants to examine their personal behaviors and how these behaviors support or hinder organizational and personal success. This course will also instill a willingness to accept and promote positive change. II. TIMELINE AND PAYMENT SCHED ULE The first three 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. Diversity Champions is a specialized training program usually completed in three-day sessions, depending on the needs of the department or team. Guardian Quest charges $2,100 per day for core training services and $3,000 per day for specialized training services; expenses are charged at direct cost and within City expense guidelines. Guardian Quest 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. Guardian Quest 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: 10/07-9/08 $40,000 Subtask 1.1.1 Pre-workshop teleconference Subtask 1.1.2 Develop Workshop Materials and Deliverables Subtask 1.1.3 Workshop delivery Scope of Services 3 of 4 City of Miami Beach Guardian Quest Diversity 2 days, 4 sessions March 3-4, 2008 Sexual Harassment 4 days, 8 sessions May 6-9, 2008 Diversity Champions 3 days, 2 sessions January 8-10, 2008 March 18-20, 2008 Subtask 1.1.4 Post-workshop review TASK 1.2 -DEVELOP CUSTOMIZED TRAINING PROGRAMS FOR POTENTIAL WORKSHOPS TO BE OFFERED Subtask 1.2.1 Diversity 2 days, 4 sessions Subtask 1.2.2 Sexual Harassment 4 days, 8 sessions Subtask 1.2.3 Diversity Champions 3 days, 2 sessions TOTAL SCHEDULED PAYMENTS: 10 Months $40,000 scope of services 4 of 4 City of Miami Beach Guardian Quest