Loading...
HomeMy Public PortalAbout2021 Constance Hoffmann Agreement.pdfPROFESSIONAL SERVICES AGREEMENT BETWEEN THE VILLAGE OF KEY BISCAYNE AND CONSTANCE HOFFMANN THIS AGREEMENT (this "Agreement") is made effective as of the _9th_ day of _February, 2021 (the "Effective Date"), by and between the VILLAGE OF KEY BISCAYNE, FLORIDA, a Florida municipal corporation, (the "Village"), and CONSTANCE HOFFMANN, a sole proprietor located at 422 NE 6th Avenue, Deerfield Beach, Florida 33441 (hereinafter, the "Consultant"). WHEREAS, the Village desires certain executive search support services for the Village Manager position; and WHEREAS, the Consultant will perform services on behalf of the Village, all as further set forth in the Proposal dated February 5, 2021, attached hereto as Exhibit "A" (the "Services"); and WHEREAS, the Consultant and Village, through mutual negotiation, have agreed upon a fee for the Services; and WHEREAS, the Village desires to engage the Consultant to perform the Services and provide the deliverables as specified below. NOW, THEREFORE, in consideration of the mutual covenants and conditions contained herein, the Consultant and the Village agree as follows: 1. Scone of Services. 1. Consultant shall provide the Services set forth in the Proposal attached hereto as Exhibit "A" and incorporated herein by reference (the "Services"). 2. Consultant shall furnish all reports, documents, and information obtained pursuant to this Agreement, and recommendations during the term of this Agreement (hereinafter "Deliverables") to the Village. 2. 3. Term/Commencement Date. 1. The term of this Agreement shall be from the Effective Date through March 31, 2021, unless earlier terminated in accordance with Paragraph 8. 2. Consultant agrees that time is of the essence and Consultant shall complete the Services within the term of this Agreement, unless extended by the Village Manager. Compensation and Payment. 1. Compensation for Services provided by Consultant shall be in accordance with the Proposal attached hereto as Exhibit "A." Consultant shall be compensated a flat rate fee of $10,500.00. 2. Consultant shall deliver an invoice to Village no more often than once per month detailing Services completed and the amount due to Consultant under this Agreement. Fees shall be paid in arrears each month, pursuant to Consultant's invoice, which shall be based upon the percentage of work completed for each task invoiced. The Village shall pay the Consultant in accordance with the Florida Prompt Payment Act after approval and acceptance of the Services by the Village Manager. 3. Contractor's invoices must contain the following information for prompt payment: 1. Name and address of the Consultant; 2. Purchase Order number; 3. Contract number; 4. Date of invoice; 5. Invoice number (Invoice numbers cannot be repeated. Repeated invoice numbers will be rejected); 6. Name and type of Services; 7. Timeframe covered by the invoice; and S. Total value of invoice. Failure to include the above information will result in the delay of payment or rejection of the invoice. All invoices must be submitted electronically to uavablesAkeybiscayne.fl.gov. 4. Subconsultants. 1. The Consultant shall be responsible for all payments to any subconsultants and shall maintain responsibility for all work related to the Services. 2. Consultant may only utilize the services of a particular subconsultant with the prior written approval of the Village Manager, which approval shall be granted or withheld in the Village Manager's sole and absolute discretion. 5. Village's Responsibilities. 1. Village shall make available any maps, plans, existing studies, reports, staff and representatives, and other data pertinent to the Services and in possession of the Village, and provide criteria requested by Consultant to assist Consultant in performing the Services. 2. Upon Consultant's request, Village shall reasonably cooperate in arranging access to public information that may be required for Consultant to perform the Services. 6. Consultant's Responsibilities; Representations and Warranties 1. The Consultant shall exercise the same degree of care, skill and diligence in the performance of the Services as is ordinarily provided by a consultant under similar circumstances. If at any time during the term of this Agreement or within two (2) years from the completion of this Agreement, it is determined that the Consultant's Deliverables or Services are incorrect, not properly rendered, defective, or fail to conform to Village requests, the Consultant shall at Consultant's sole expense, immediately correct its Deliverables or Services. 2. The Consultant hereby warrants and represents that at all times during the term of this Agreement it shall maintain in good standing all required licenses, certifications and permits required under Federal, State and local laws applicable to and necessary to perform the Services for Village as an independent contractor of the Village. Consultant further warrants and represents that it has the required knowledge, expertise, and experience to perform the Services and carry out its obligations under this Agreement in a professional and first class manner. 3. The Consultant represents that is an entity validly existing and in good standing under the laws of Florida. The execution, delivery and performance of this Agreement by Consultant have been duly authorized, and this Agreement is binding on Consultant and enforceable against Consultant in accordance with its terms. No consent of any other person or entity to such execution, delivery and performance is required. 7. Conflict of Interest. 1. To avoid any conflict of interest or any appearance thereof, Consultant shall not, for the term of this Agreement, provide any consulting services to any private sector entities (developers, corporations, real estate investors, etc.), with any current, or foreseeable, adversarial issues in the Village. 8. Termination. 1. The Village Manager, without cause, may terminate this Agreement upon five (5) calendar days' written notice to the Consultant, or immediately with cause. 2. Upon receipt of the Village's written notice of termination, Consultant shall immediately stop work on the project unless directed otherwise by the Village Manager. 3. In the event of termination by the Village, the Consultant shall be paid for all work accepted by the Village Manager up to the date of termination, provided that the Consultant has first complied with the provisions of Paragraph 8.4. 4. The Consultant shall transfer all books, records, reports, working drafts, documents, maps, and data pertaining to the Services and the project to the Village, in a hard copy and electronic format within fourteen (14) days from the date of the written notice of termination or the date of expiration of this Agreement. 9. Insurance. 1. Intentionally Omitted. 10. Nondiscrimination. During the term of this Agreement, Consultant shall not discriminate against any of its employees or applicants for employment because of their race, color, religion, sex, or national origin, and will abide by all Federal and State laws regarding nondiscrimination. 11. Attorneys Fees and Waiver of Jury Trial. 1. In the event of any litigation arising out of this Agreement, the prevailing party shall be entitled to recover its attorneys' fees and costs, including the fees and expenses of any paralegals, law clerks and legal assistants, and including fees and expenses charged for representation at both the trial and appellate levels. 2. IN THE EVENT OF ANY LITIGATION ARISING OUT OF THIS AGREEMENT, EACH PARTY HEREBY KNOWINGLY, IRREVOCABLY, VOLUNTARILY AND INTENTIONALLY WAIVES ITS RIGHT TO TRIAL BY JURY. 12. Indemnification. 1. Consultant shall indemnify and hold harmless the Village, its officers, agents and employees, from and against any and all demands, claims, losses, suits, liabilities, causes of action, judgment or damages, arising from Consultant's performance or non- performance of any provision of this Agreement, including, but not limited to, liabilities arising from contracts between the Consultant and third parties made pursuant to this Agreement. Consultant shall reimburse the Village for all its expenses including reasonable attorneys' fees and costs incurred in and about the defense of any such claim or investigation and for any judgment or damages arising from Consultant's performance or non-performance of this Agreement. 2. Nothing herein is intended to serve as a waiver of sovereign immunity by the Village nor shall anything included herein be construed as consent to be sued by third parties in any matter arising out of this Agreement or any other contract. The Village is subject to section 768.28, Florida Statutes, as may be amended from time to time. 3. The provisions of this section shall survive termination of this Agreement. 13. Notices/Authorized Representatives. Any notices required by this Agreement shall be in writing and shall be deemed to have been properly given if transmitted by hand -delivery, by registered or certified mail with postage prepaid return receipt requested, or by a private postal service, addressed to the parties (or their successors) at the addresses listed on the signature page of this Agreement or such other address as the party may have designated by proper notice. 14. Governing Law and Venue. This Agreement shall be construed in accordance with and governed by the laws of the State of Florida. Venue for any proceedings arising out of this Agreement shall be proper exclusively in Miami -Dade County, Florida. 15. Entire Agreement/Modification/Amendment. 1. This writing contains the entire Agreement of the parties and supersedes any prior oral or written representations. No representations were made or relied upon by either party, other than those that are expressly set forth herein. 2. No agent, employee, or other representative of either party is empowered to modify or amend the terms of this Agreement, unless executed with the same formality as this document. 16. Ownership and Access to Records and Audits. 1. Consultant acknowledges that all inventions, innovations, improvements, developments, methods, designs, analyses, drawings, reports, compiled information, and all similar or related information (whether patentable or not) which relate to Services to the Village which are conceived, developed or made by Consultant during the term of this Agreement ("Work Product") belong to the Village. Consultant shall promptly disclose such Work Product to the Village and perform all actions reasonably requested by the Village (whether during or after the term of this Agreement) to establish and confirm such ownership (including, without limitation, assignments, powers of attorney and other instruments). 2. Consultant agrees to keep and maintain public records in Consultant's possession or control in connection with Consultant's performance under this Agreement. The Village Manager or her designee shall, during the term of this Agreement and for a period of three (3) years from the date of termination of this Agreement, have access to and the right to examine and audit any records of the Consultant involving transactions related to this Agreement. Consultant additionally agrees to comply specifically with the provisions of Section 119.0701, Florida Statutes. Consultant shall ensure that public records that are exempt or confidential and exempt from public records disclosure requirements are not disclosed, except as authorized by law, for the duration of the Agreement, and following completion of the Agreement until the records are transferred to the Village. 3. Upon request from the Village's custodian of public records, Consultant shall provide the Village with a copy of the requested records or allow the records to be inspected or copied within a reasonable time at a cost that does not exceed the cost provided by Chapter 119, Florida Statutes, or as otherwise provided by law. 4. Unless otherwise provided by law, any and all records, including but not limited to reports, surveys, and other data and documents provided or created in connection with this Agreement are and shall remain the property of the Village. 5. Upon completion of this Agreement or in the event of termination by either party, any and all public records relating to the Agreement in the possession of the Consultant shall be delivered by the Consultant to the Village Manager, at no cost to the Village, within seven (7) days. All such records stored electronically by Consultant shall be delivered to the Village in a format that is compatible with the Village's information technology systems. Once the public records have been delivered upon completion or termination of this Agreement, the Consultant shall destroy any and all duplicate public records that are exempt or confidential and exempt from public records disclosure requirements. 6. Any compensation due to Consultant shall be withheld until all records are received as provided herein. 7. Consultant's failure or refusal to comply with the provisions of this section shall result in the immediate termination of this Agreement by the Village. 8. Notice Pursuant to Section 119.0701(2)(a). Florida Statutes. IF THE CONSULTANT HAS QUESTIONS REGARDING THE APPLICATION OF CHAPTER 119, FLORIDA STATUTES, TO THE CONSULTANT'S DUTY TO PROVIDE PUBLIC RECORDS RELATING TO THIS AGREEMENT, CONTACT THE CUSTODIAN OF PUBLIC RECORDS. Custodian of Records: Mailing address: Telephone number: Email: Jocelyn Brewster Koch 88 West McIntyre Street Key Biscayne, FL 33149 305-365-5506 ikoch(a�keybiscayne.fl.gov 17. Nonassignability. This Agreement shall not be assignable by Consultant unless such assignment is first approved by the Village Manager. The Village is relying upon the apparent qualifications and expertise of the Consultant, and such firm's familiarity with the Village's area, circumstances and desires. 18. Severabilitv. If any term or provision of this Agreement shall to any extent be held invalid or unenforceable, the remainder of this Agreement shall not be affected thereby, and each remaining term and provision of this Agreement shall be valid and be enforceable to the fullest extent permitted by law. 19. Independent Contractor. The Consultant and its employees, volunteers and agents shall be and remain an independent contractor and not an agent or employee of the Village with respect to all of the acts and services performed by and under the terms of this Agreement. This Agreement shall not in any way be construed to create a partnership, association or any other kind of joint undertaking, enterprise or venture between the parties. 20. Compliance with Laws. The Consultant shall comply with all applicable laws, ordinances, rules, regulations, and lawful orders of public authorities in carrying out Services under this Agreement, and in particular shall obtain all required permits from all jurisdictional agencies to perform the Services under this Agreement at its own expense. 21. Waiver. The failure of either party to this Agreement to object to or to take affirmative action with respect to any conduct of the other which is in violation of the terms of this Agreement shall not be construed as a waiver of the violation or breach, or of any future violation, breach or wrongful conduct. 22. Survival of Provisions. Any terms or conditions of either this Agreement that require acts beyond the date of the term of the Agreement, shall survive termination of the Agreement, shall remain in full force and effect unless and until the terms or conditions are completed and shall be fully enforceable by either party. 23. Prohibition of Contingency Fees. The Consultant warrants that it has not employed or retained any company or person, other than a bona fide employee working solely for the Consultant, to solicit or secure this Agreement, and that it has not paid or agreed to pay any person(s), company, corporation, individual or firm, other than a bona fide employee working solely for the Consultant, any fee, commission, percentage, gift, or any other consideration, contingent upon or resulting from the award or making of this Agreement. 24. Public Entity Crimes Affidavit. Consultant shall comply with Section 287.133, Florida Statutes (Public Entity Crimes Statute), notification of which is hereby incorporated herein by reference, including execution of any required affidavit. 25. Counterparts. This Agreement may be executed in several counterparts, each of which shall be deemed an original and such counterparts shall constitute one and the same instrument. 26. Conflicts. In the event of a conflict between the terms of this Agreement and any exhibits or attachments hereto, the terms of this Agreement shall control. [Remainder of page intentionally left blank. Signature pages follow.] IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed the day and year as first stated above. VILLAGE OF KEY BISCAYNE By: Charles R. Press Interim Village Manager Attest: By: Jocelyn Brewster Koch Village Clerk Approved as to form and legal sufficiency: By: Weiss Serota Helfman Cole & Bierman, P.L. Village Attorney Addresses for Notice: Village of Key Biscayne Attn: Village Manager 88 West McIntyre Street Key Biscayne, FL 33149 305-365-5514 (telephone) 305-365-8936 (facsimile) aagha@keybiscayne.fl.gov (email) With a copy to: Weiss Serota Helfinan Cole & Bierman, P.L. Attn: Chad Friedman, Esq. Village of Key Biscayne Attorney 2525 Ponce de Leon Boulevard, Suite 700 Coral Gables, FL 33134 cfriedman@wsh-law.com (email) CONSULTANT By: Name: Constance Hoffmann Title: Sole Proprietor Entity: Constance Hoffmann Addresses for Notice: Constance Hoffinann 422 NE 6 Avenue Deerfield Beach, FL 33441 954-303-6890 conniehoffmann8@gmail.com With a copy to: _(telephone) NA (facsimile) NA _(email) The Scope of Services are those contained in the Proposal dated February 5, 2021, attached hereto and incorporated herein by reference. Covi4tart ce'.ff 422 NE 6 Avenuey Dee 1CeZd,Beachs FL 33441 Tht : 954-303-6890 conniefwffmann8@gmaiCcom February 5, 2021 Charles Press Interim Village Manager Village of Key Biscayne 88 W McIntyre St Key Biscayne, FL 33149 Dear Mr. Press, Council Member Moss called me last night and indicated the Council also wanted me to do reference checks on all five finalists, so 1 am hereby submitting a revision to my February 1st proposal to incorporate that service. Description of My Services My services are limited to the assessment of five candidates: Thomas Bradford, Steven Williamson, Christopher Rose, Bryan Lynch and Joseph Fernandez, all of whom have been selected as finalists by the Village Council for the Village Manager position. The Village will handle themselves, or through other consultants, all of the background checks, media, internet and social media reviews, criminal and driving record searches, verification of employment record, degrees and certifications typical for an executive position. My services do not include reviewing that information, or incorporating any of it into my report. I will conduct an interview with each of the five candidates, arrange for all of them to take an on- line managerial skills assessment (the in -basket exam) and conduct a situational simulation that places each candidate in an interaction with a subordinate manager. I have eliminated the group problem solving simulation that was included in my earlier proposal both because of time 1 constraints and the fact that only one of the three individuals that I have trained to assist in that simulation is available to do so. Given the time that has elapsed since I originally submitted a proposal to the Village, the other two people now have work commitments that preclude them from assisting me. The Interview In light of our time constraints, in advance of the interview, I will send the candidates a supplemental questionnaire to answer so that the interview time can be most productive and so I have samples of their writing skills. In that supplemental questionnaire, I will gather more specifics about their experience as it relates directly to the position in Key Biscayne and get preliminary information on complex or difficult situations they have faced in their careers that we will discuss in the interview. My interviews focus on what people have done in the past in situations that will reveal the depth of their experience and the managerial skills they have exhibited in the past. I do look for indicators of traits that will be important in being successful in the Key Biscayne job. I dig in to learn how they have actually behaved in the past and whether their efforts achieved a desired outcome or fell short. These interviews generally last two hours. I take very detailed notes of these interviews, and will incorporate the written information they have previously provided to me. After the interview, I spend hours reviewing what they've told me, clean up my notes for the Council's review, and evaluate the information the candidate has provided against the Village's needs and specific managerial and communication skill defmitions. I will provide the Council with those notes along with my assessment of the level of their experience and skills (or lack thereof) that the candidate's answers to the questions reveal. Skill Assessment Exercises My proposal includes the use of two management simulations that are very helpful in further revealing whether someone has good managerial skills. 2 eiks The first is an in -basket assessment in which the candidate has a specific period of time to go through an in -basket of work items and do something with them. Their performance on the in -basket is scored against the norms of the thousands of people in supervisory and managerial position (in both the private and public sectors) that have taken this particular in -basket over the years. The exercise has a time limit in order to put pressure on the candidate, not unlike what a Manager will face in real life. The situation is actually set in a private sector environment, but the issues that the candidate must face are common to managers in the public sector. The scoring on this exercise will tell us that candidate scored, for example, in the 75% percentile on a particular skill (e.g. problem analysis) compared to all the others who have taken the exam. This exam is administered on-line. The second assessment is a one-on-one employee counseling exercise in which the candidate must deal with problem behavior from a subordinate manager. The skills exercises measure the level of proficiency in the following skills: clarity of oral communication, planning & organizing, delegation, judgement, decisiveness, problem analysis, using time effectively, employee coaching or counseling, and follow-up, and some indication of interpersonal skills. There is some overlap in the exercises, in that multiple exercises can give insight into the same skills, which is good because someone may not perform as well on one exercise as on another and we get a fuller perspective on what they are capable of doing than if we did just one exercise. Normally the simulation is performed in person. Having to do it on Zoom will detract from the ability to watch body language and physical reactions, but that is the prudent way to do it under the current circumstances. I will need Village staff to help me set up the Zoom sessions and record them. Reference Checks I will conduct reference checks by telephone with former bosses, coworkers and subordinates of the five finalists and incorporate pertinent information gleaned from those calls in my final 3 cr report. Report to the Council and Timing of Services I will provide a written report to the Council on each of the five candidates and will be available to speak to each Council member by phone to answer any questions they may have and available by Zoom for one Council meeting, provided that occurs before April. I believe I can submit that report to the Council approximately six weeks after I have a signed contract with the Village for these services if the candidates respond to my scheduling requests in a timely manner. If I can get it done faster, I will. FEES My fees for the services described are a flat fee of $10,500. If one of the candidates drops out during the process, my fee is still $10,500. I will bill the Village upon submission of my report. I hope that the Council will fmd the results of my work to be very helpful in making the selection of the next Village Manager Sincerely, Connie/ }Eojfma,nw Constance Hoffmann 4