HomeMy Public PortalAbout2013-20 Ratifying an agreement with Managing Results, LLC to create a Strategic PlanRESOLUTION NO. 2013-20
A RESOLUTION OF THE VILLAGE COUNCIL OF THE
VILLAGE OF KEY BISCAYNE, FLORIDA, RATIFYING AN
AGREEMENT FOR PROFESSIONAL SERVICES WITH
MANAGING RESULTS, LLC; PROVIDING FOR
IMPLEMENTATION; AND PROVIDING FOR EFFECTIVE
DATE.
WHEREAS, the Village Manager at the direction of the Village Council solicited proposals
for professional services related to creating a strategic plan to address issues, trends, and concerns
impacting the Village over the course of the next two to five (2-5) years (a "Strategic Plan"); and
WHEREAS, Managing Results, LLC, a Colorado limited liability corporation ("MR")
submitted a proposal to create a Strategic Plan on behalf of the Village; and
WHEREAS, the Village Council determined that MR's proposal to create a Strategic Plan
best suited the Village's needs and selected MR to create a Strategic Plan for the Village; and
WHEREAS, the Village Council wishes to ratify its selection of MR to create the Strategic
Plan, which shall be implemented pursuant to the agreement in substantially the form attached hereto
as Exhibit "A" (the "Agreement"), the terms of which are hereby approved.
NOW, THEREFORE, BE IT RESOLVED BY THE VILLAGE COUNCIL OF THE
VILLAGE OF KEY BISCAYNE, FLORIDA, AS FOLLOWS:
Section 1. Recitals Adopted. Each of the above stated recitals are hereby adopted,
confirmed and incorporated herein.
Section 2. Ratification. The Village Council's selection of MR to create a Strategic Plan
for the Village is hereby ratified and confirmed.
Section 3. Agreement Approved. That the Village Manager is hereby authorized to
execute the Agreement with Managing Results LLC, in substantially the form attached hereto as
VILLAGE ATTORNEY
Exhibit "A", once the Agreement is approved by the Village Attorney as to form and legal
sufficiency.
Section 4. Implementation. That the Village Manager is authorized to take any
necessary action to implement the purposes of this Resolution and the Agreement.
Section 5. Effective Date. This Resolution shall be effective immediately upon
adoption.
PASSED AND ADOPTED this 14th day of May , 2013.
FRANKLIN . CAPLAN
CONCHITA H. ALVAREZ, MMC, VILLAGE CLE
APPROVED AS TO FORM AND LEGAL SUFFICIE
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AN AGREEMENT BY AND BETWEEN THE
VILLAGE OF KEY BISCAYNE, FLORIDA,
A FLORIDA MUNICIPAL CORPORATION
AND MANAGING RESULTS, LLC
FOR PROFESSIONAL SERVICES
1.0 PARTIES. The parties to this Agreement (the "Agreement") are the VILLAGE
OF KEY BISCAYNE, FLORIDA, a Florida municipal corporation (the "Village") and
Managing Results, LLC, a Colorado limited liability corporation ("MR" and/or "Consultant").
2.0 RECITALS AND PURPOSE.
2.1 The Village desires to implement a strategic plan to establish a direction for
operational and policy decisions within the Village in accordance with the Scope of Wrok, as
defined herein (a "Strategic Plan").
2.2 The Village has determined that MR has the requisite background, skill, expertise,
staff, and insurance to create a Strategic Plan and to perform the requested professional services
("the Work") under the terms and conditions more fully set forth below.
2.3 The Village and MR acknowledge and agree that the Village contemplates using
MR as a consultant for the Work as described herein. The Village and MR acknowledge and
agree that the Village may, at its own discretion, use other consultants to perform similar
professional services, and that this Agreement in no way limits the Village from hiring other
consultants or constitutes a contract for exclusive services from MR. Notwithstanding the
foregoing, the Village agrees that consultants other than MR shall not have access to or use of
MR's methodologies.
3.0 CONTRACT DOCUMENTS AND EXHIBITS. The Agreement shall consist
of this Agreement together with the following:
Exhibit "1": Scope Of Work
All exhibits referred to in this Agreement are by reference, incorporated herein for all purposes.
In the event any matter, term, provision, or condition that is the subject of this Agreement
requires clarification or is in dispute, or is the subject of a difference of opinion, MR shall secure
the written instructions from the Village before proceeding with the performance of the services
affected by such conflicts, omissions or discrepancies.
4.0 SCOPE OF SERVICES. MR shall perform the Work as described herein and in
the Scope Of Work, or as amended by the mutual consent of the parties in writing.
5.0 TERM.
5.1 This Agreement will become effective and binding on all parties upon the
execution of the Agreement by both parties.
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5.2 The term of this Agreement shall continue in full force and effect through May
31, 2013, or until final completion and acceptance of the Work by the Village, whichever occurs
first, unless otherwise sooner terminated pursuant to the terms of this Agreement (the "Term").
All Work shall be fully completed by MR, with final acceptance and approval by the Village,
within the Term.
6.0 COMPENSATION. The Village shall pay MR for the Work requested by the
Village and rendered by MR pursuant to this Agreement as follows:
Two days of Preparation: $4,000.00
One and one half days of On -Site Facilitation by 2 senior consultants: $6,000.00
One Half to develop the Strategic Planning Report: $1,000.00
Total Labor $11,000.00
Estimated Travel for two consultants: $2,492.001
MR agrees to submit invoices after the Work is completed, and payment from the Village will be
due fifteen (15) days from the review and approval of such invoices by the Village Manager.
7.0 RIGHT TO TERMINATE. The Village shall have the right to terminate,
without cause, this Agreement. If the Village should decide to terminate this Agreement prior to
MR completing the Work, the Village agrees to pay MR's fees, plus expenses incurred through
the date of such termination, in an amount not to exceed the cost allocated to each task as set
forth in Section 6.0 above. Any such termination shall not be considered a breach of this
Agreement or any extension thereof.
8.0 QUALITY OF WORK. The Work performed by MR shall be done in
accordance with generally accepted professional practices and to the level of competency
presently maintained by other practicing professional consultants in the same type of work in
Miami -Dade County, Florida.
9.0 CONFIDENTIALITY.
9.1 Notwithstanding any provision in the Agreement to the contrary, the Village is
obligated to comply with the Florida Public Records Act (F.S.A §119 et seq.), which may require
the Village to disclose all or a portion of communications relating to the Agreement, or terms of
1 *(Based on GSA guidelines for 2 hotel nights and per diem, travel agent estimated cost for two coach tickets and
one rental car. Only actual travel costs will be submitted for reimbursement but shall in no event exceed the
estimated costs as set forth above)
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same, or of any transaction under the Agreement, and other related matters. Any confidentiality
provision in this Agreement is subject to the Florida Public Records Act
9.2 To the extent permitted by law, the parties agree that communications relating to
the Agreement, or terms of same, or of any transaction under the Agreement, and other related
matters be kept confidential and shall not be disclosed to any person except as the parties may
subsequently agree.
9.3 In no event shall the Village be liable to MR for the disclosure of all or a portion
of communications, or relating documents, or electronic imaging.
10.0 CONSULTING METHODOLOGY INTELLECTUAL PROPERTY. The
Managing Results, LLC methodology (the "MR Methodology") is the proprietary intellectual
property of MR. The MR Methodology contains methodologies, trade secrets, definitions,
graphics, presentations and guidelines that are the sole proprietary intellectual property of MR
and also contains trade secrets of MR. Through this Agreement MR, is providing a non-
exclusive, perpetual license for use by the Village of the MR Methodology. The Village shall
keep the MR Methodology confidential and under no circumstances will the Village, except as
agreed by MR or required by law, disclose the MR Methodology to other third parties, either
individuals, governmental or private sector organizations. All changes or derivative work made
to the MR Methodology shall remain the exclusive property of MR. Notwithstanding the
foregoing, all documents produced by the Village using the MR Methodology and other
documents delivered by MR as required pursuant to this Agreement shall be considered the
exclusive property of the Village.
11.0 INSURANCE.
11.1 MR shall at its own expense keep in full force and effect during the term of this
Agreement, and during the term of any extension or amendment of this Agreement, insurance as
stated below to insure against the liability assumed by MR pursuant to the provisions of this
Agreement.
11.2 MR shall not be relieved of any liability assumed pursuant to the foregoing
paragraph by reason of its failure to secure insurance as required by this Agreement or by reason
of its failure to secure insurance in sufficient amounts, sufficient durations, or sufficient types to
cover such liability.
11.3 Within five (5) business days of the complete execution of this Agreement, and
before MR commences any work, MR shall furnish the Village's Risk Management Office with
a Certificate of Insurance that indicates that insurance coverage has been obtained which meets
the requirements as outlined below:
A. Workers' Compensation Insurance for all employees of MR based on
statutory limits prescribed by and in accordance with applicable laws to MR for
employees engaged in work performed under the Agreement. Employers Liability in the
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minimum amount of One Hundred Thousand Dollars and No Cents ($100,000.00) per
occurrence shall be maintained.
B. Commercial General Liability Insurance in an amount not less than One
Million Dollars and No Cents ($1,000,000.00) for bodily injury and property damage for
each occurrence, and not less than Two Million Dollars and No Cents ($2,000,000.00)
aggregate. The Village must be endorsed as an additional insured with respect to this
coverage in a form acceptable to the Village Risk Manager.
C. Automotive Liability Insurance covering all owned, non -owned and hired
vehicles used in connection with the work performed by or on behalf of MR under this
Agreement in an amount not less than Three Hundred Thousand Dollars and No Cents
($300,000.00) combined single limit per occurrence for bodily injury and property
damage.
D. Professional Liability Insurance in an amount of not less than One Million
Dollars and No Cents ($1,000,000.00) per occurrence. The coverage shall have an
extended reporting period of three years following the date of substantial completion of
the Work for reporting of claims. The Village shall not be named as an additional
insured on this policy.
11.4 All insurance policies required above shall be issued by companies authorized to
do business under the laws of the State of Florida. The Company must be rated no less than "A -
vii" by the latest edition of Best's Insurance Guide that is published by A.M. Best Company,
Oldwick, New Jersey.
11.5 The insurance coverage required shall include those classifications, as listed in
standard liability insurance manuals that most nearly reflect the operations of MR. Further, the
insurance specified above in Paragraph 11.3(B) shall provide that such insurance is primary
coverage with respect to activities contemplated under this Agreement by all insureds and
additional insureds.
11.6 MR shall be responsible for notifying the Village within thirty (30) days of any
material modification to, or cancellation of, these policies during the contractual period;
including, but not limited to, any pending or paid claims against the aggregate amount of the
policy. MR must notify the Village within ten (10) days of any cancellation of coverage for non-
payment.
12.0 ASSIGNMENT. MR shall not assign this Agreement without the prior written
consent of the Village.
13.0 WAIVER OF BREACH. A waiver by any party to the Agreement or the breach
of any term or provision of the Agreement shall not operate or be construed as a waiver of any
subsequent breach by either party.
14.0 NO THIRD PARTY BENEFICIARIES. It is expressly understood and agreed
that enforcement of the terms and conditions of this Agreement, and all rights of action relating
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to such enforcement, shall be strictly reserved to the Village and MR and nothing contained in
this Agreement shall give or allow any such claim or right of action to any other third party on
this Agreement. It is the express intention of the Village and MR that any person other than the
Villager MR receiving services or benefits under this Agreement shall be deemed to be an
incidental beneficiary only.
15.0 INDEPENDENT CONTRACTOR. MR and the Village hereby represent that
MR is an independent contractor for all purposes hereunder. As such, MR is not covered by any
workers' compensation insurance or any other insurance maintained by the Village except as
would apply to members of the general public. MR shall not create any indebtedness on behalf
of the Village.
16.0 SUBCONTRACTING. MR shall not subcontract any of its responsibilities
without the Village's prior written approval, which may be withheld in the Village's sole
discretion. Prior to entering into a subcontract with a third party for any services required under
this Agreement, MR shall: (1) give the Village reasonable prior written notice specifying the
components of the services affected, the scope of the proposed subcontract, the identity and
qualifications of the proposed subcontractor, and the reasons for subcontracting the work in
question; and (2) obtain the Village's prior written approval of such subcontractor. The Village
also shall have the right to revoke its prior approval of a subcontractor and direct MR to replace
such subcontractor as soon as possible. MR shall be responsible for any failure by any
subcontractor or subcontractor personnel to perform in accordance with this Agreement or to
comply with any duties or obligations imposed on MR under this Agreement to the same extent
as if such failure to perform or comply was committed by MR or MR's personnel. MR shall be
the Village's sole point of contact regarding the services, including with respect to payment.
Notwithstanding the foregoing, the Village consents to MR's subcontracting certain
responsibilities under this Agreement to Matthew Birnie.
17.0 COMPLIANCE WITH ALL LAWS. All of the services performed under this
Agreement by MR shall comply with all applicable laws, rules, regulations and codes of the
United States and State of Florida, and with the charter, ordinances, rules and regulations of the
Village.
18.0 INDEMNIFICATION OF THE VILLAGE. MR agrees to investigate, defend,
indemnify and hold harmless (including court costs and attorney fees, whether or not the claim or
claims alleged are groundless, false, or fraudulent) the Village, its officers, employees, and
insurers, from and against all liability, claims and demands on account of any losses, injuries,
and damages, including but not limited to, alleged personal injury claims and/or death claims, or
property damage claims, or errors and omissions, which arise out of or are in any manner
connected with this contract, whether or not such injury, loss, or damage is caused by, or is
claimed to be caused by, the act, omission, negligence or other fault of MR, any employees of
MR, any subcontractor, anyone directly or indirectly employed by any of them or anyone for
whose acts any of them may be liable. Nothing herein is intended to constitute a covenant,
promise, or agreement to indemnify and hold harmless the Village from any liability or damages
directly caused by or attributable to the Village's own negligence, nor is anything herein
intended to be nor may be construed as a waiver of the immunities, protections, or limitations on
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damages provided to the Village by Florida Statutes §768.28(5) as it may from time to time be
amended.
19.0 GOVERNING LAW AND VENUE. The Agreement shall be governed by the
laws of the State of Florida. Venue for any action arising under the Agreement or for the
enforcement of the Agreement shall be in the appropriate court for Miami -Dade County, Florida.
20.0 NO WAIVER OF GOVERNMENTAL IMMUNITY. Nothing contained in
this or any of the exhibits attached thereto shall be construed as a waiver of any of the
immunities, limitations, privileges, rights, procedures, or requirements contained in the Florida
Statutes §768.28(5).
21.0 FORCE MAJEURE. Any delays in or failure of performance by any party of
his or its obligations under this Agreement shall be excused if such delays or failure are a result
of acts of God, fires, floods, strikes, labor disputes, accidents, regulations or orders of civil or
military authorities, shortages of labor or materials, or other causes, similar or dissimilar, which
are beyond the control of such party.
22.0 ADDITIONAL DOCUMENTS OR ACTION. The parties agree to execute any
additional documents and to take any additional action that is necessary to carry out this
Agreement.
23.0 BINDING EFFECT. This Agreement shall inure to the benefit of, and be
binding upon, the parties, their respective legal representatives, successors, heirs, and assigns;
provided, however, that nothing in this paragraph shall be construed to permit the assignment of
this Agreement except as otherwise expressly authorized herein.
24.0 PARAGRAPH CAPTIONS. The paragraph captions in this Agreement are set
forth only for the convenience and reference of the parties and are not intended in any way to
define, limit or describe the scope or intent of this Agreement.
25.0 INTEGRATION, AMENDMENT, AND SEVERABILITY. This Agreement
represents the entire agreement between the parties and there are no oral or collateral agreements
or understandings. This Agreement may be amended only by an instrument in writing signed by
the parties. If any other provision of this Agreement is held invalid or unenforceable, no other
provision shall be affected by such holding, and all of the remaining provisions of this
Agreement shall continue in full force and effect.
26.0 NOTICES. Any notice or notification required or permitted by the Agreement
shall be in writing and shall be deemed to have been sufficiently given for all purposes if sent by
certified mail or registered mail, postage and fees prepaid, addressed to the party to whom such
notice is to be given at the address set forth on the signature page below, or at such other address
as has been previously furnished in writing, to the other party or parties. Such notice or
notification shall be deemed to have been given when deposited in the United States mail.
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27.0 BINDING AUTHORITY. MR represents and affirms that the signature page
hereof accurately states the full legal name of MR (whether as a corporation, partnership, limited
liability company, sole proprietorship, or other), contains all requisite signature(s) on behalf of
MR, has been properly acknowledged by attestation, notary acknowledgment, or both, and in all
other respects is effective to bind MR, in accordance with all applicable statutes, regulations,
resolutions, rules, bylaws, agreements, or similar sources of authority or limitation. This
Agreement may be executed in counterpart(s), each of which shall be deemed to be an original,
and all of which, taken together, shall constitute one instrument.
DATED this ! yf" day of
Moy
, 2013.
IN WITNESS WHEREOF, the parties hereby execute this Agreement on the date set
forth below their signature.
ATTEST
VILLAGE:
VILLAGE OF KEY BISCAYNE, FLORIDA, a
Florida municipal corporation
Cono-1if q
Aioarea
Date Execued: 5/) Lj /)
Approved as to Form and Legal
Sufficiency:
John + . Gilbert, Village anager
MANAGING RESULTS, LLC
VIMarty Weidn , Senior Vice President
21 Neville Way
Crested Butte, CO 81224
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EXHIBIT 1
SCOPE OF WORK
Village Strategic Plan Process/Methodology
MR will work with the Village to create a Strategic Plan for the Village through the following
steps :
I. Review documents to identify issues and trends that will impact the residents and Key
Biscayne Village government
Documents that will be reviewed will include, but not be limited to, department strategic plans,
action plans, financial projections, current and recent budgets, performance reports, Council
actions, policies and statements, press and media articles, public surveys, employee surveys,
demographic information, economic development plans and projections, land use plans, Master
or Comprehensive plans, other reports on topics such as education, health, environment, arts and
culture, tourism, etc.
II. Interviews with Mayor, Council Members and Village Manager
The Mayor, Council Members and the Village Manager will be interviewed by a senior MR
consultant. These one-on-one interviews will focus on two primary topics:
(i) What are the most important Issues the residents of Key Biscayne and the Village
government will be facing over the next 2-5 years; and
(ii) What are their vision and priorities?
From the interviews MR will gain and summarize an understanding of the perspectives of each
of the elected officials and the Village Manager which will be used to develop the final Agenda
for the Strategic Planning Retreat.
III. Facilitated Strategic Planning Retreat
In a 1.5 day Strategic Planning session, from 9:00 a.m. to 5:00p.m on May 18, 2013 and from
9:00a.m. to 2:00p.m on May 19, 2013, two of MR's most senior consultants will work with the
Mayor, Council Members, Village Manager, Department Directors, Deputies/Assistants in a
facilitated process to:
(i) Review a summary of the Issues and Trends identified in the materials and interviews
that will have a major impact on the residents and Village of Key Biscayne over the
next 2-5 years;
(ii) Identify the Strategic Plan Priorities; and
(iii)Identify Measurable Strategic Results
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IV. Strategic Plan Document
The Village wide Strategic Plan decisions made during the Retreat will be recorded by the MR
consultants on flip charts. To save money the Village, instead of MR, will create the document
resulting from the retreat decisions and recorded on the flip charts.
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