HomeMy Public PortalAbout2023 Alden StrategiesDoouSign Envelope ID: 402359E7-3471-45D1-BBFB-111C6DD1 D202
PROFESSIONAL SERVICES AGREEMENT
BETWEEN
THE VILLAGE OF KEY BISCAYNE
AND
ALDEN STRATEGIES 1
THIS AGREEMENT (this "Agreement") is made effective as of the day of +�-t 4
2023 (the "Effective Date"), by and between the VILLAGE OF KEY BISCAYN ,
FLORIDA, a Florida municipal corporation, (the "Village"), and Alden Strategies, a Florida Limited
Liability Company (hereinafter, the "Consultant").
WHEREAS, the Village desires to develop a Fire Rescue Transition and Succession
Implementation Plan
WHEREAS, the Consultant will perform services on behalf of the Village, all as further set
forth in the Proposal dated April 25, 2023, 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. Scope of Services.
1.1. Consultant shall provide the Services set forth in the Proposal attached hereto as Exhibit
"A" and incorporated herein by reference (the "Services").
1.2. 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. Term/Commencement Date.
2.1. The term of this Agreement shall be from the Effective Date April 25, 2023, through May
15, 2023, unless earlier terminated in accordance with Paragraph 8.
2.2. 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.
3. Compensation and Payment.
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DocuSign Envelope ID: 402359E7-3471-45D1-BBF8-111C6DD1D202
3.1. 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, lump sum
fee in the amount not to exceed five thousand dollars ($5,000.00)
3.2. Consultant shall deliver an invoice to Village detailing Services completed and the amount
due to Consultant under this Agreement. The Village shall pay the Consultant in
accordance with the Florida Prompt Payment Act upon receipt of the deliverables as
identified in "Exhibit A".
3.3. Contractor's invoices must contain the following information for prompt payment:
3.3.1. Name and address of the Consultant;
3.3.2. Purchase Order number;
3.3.3. Contract number;
3.3.4. Date of invoice;
3.3.5. Invoice number (Invoice numbers cannot be repeated. Repeated invoice numbers
will be rejected);
3.3.6. Name and type of Services;
3.3.7. Timeframe covered by the invoice; and
3.3.8. 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
parables@keybiscayne.fl.gov.
4. Subconsultants.
4.1. The Consultant shall be responsible for all payments to any subconsultants and shall
maintain responsibility for all work related to the Services.
4.2. Consultant may only utilize the services of a particular subconsultant with the prior
written approval of the Village Manager, which approval may be granted or withheld in
the Village Manager's sole and absolute discretion.
5. Village's Responsibilities.
5.1. 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.
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DocuSign Envelope ID: 402359E7-3471-45D1-BBF8-111 C6DD1D202
5.2. 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.
6.1. 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.
6.2. The Consultant hereby warrants and represents that at all times during the term of this
Agreement it shalll 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.
6.3. 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.
7.1. 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.
8.1. The Village Manager, without cause, may terminate this Agreement upon five (5)
calendar days' written notice to the Consultant, or immediately with cause.
8.2. 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.
8.3. 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.
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oocuSign Envelope ID: 402359E7-3471-45D1-BBF8-111 C6DD1 D202
8.4. 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. jReserved]
10. Attorneys Fees and Waiver of Jury Trial.
10.1. 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.
10.2. 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.
11. Indemnification.
11.1. 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.
11.2. 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.
11.3. The provisions of this section shall survive termination of this Agreement.
12. 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.
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13. 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.
14. Entire Agreement/Modification/Amendment.
14.1. 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.
14.2. 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.
15. Ownership and Access to Records and Audits.
15.1. 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).
15.2. 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.
15.3. 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.
Contract No. XX-XX Page 5 of 9
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15.4. 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.
15.5. 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.
15.6. Any compensation due to Consultant shall be withheld until all records are
received as provided herein.
15.7. 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.
15.8. 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: Jocelyn B. Koch
Mailing address: 88 West McIntyre Street
Key Biscayne, FL 33149
Telephone number: 305-365-5506
Email: ikoch@kevbiscavne.fl.gov
16. 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.
17. Severability. 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.
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DocuSign Envelope ID: 402359E7-3471-45D1-BBF8-111 C6DD1 D202
18. 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.
19. 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.
20. 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.
21. 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.
22. 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.
23. 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.
24. 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.
25. 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.
26. E -Verify Affidavit. In accordance with Section 448.095, Florida Statutes, the Village requires
all contractors doing business with the Village to register with and use the E -Verify system to
verify the work authorization status of all newly hired employees. The Village will not enter
into a contract unless each party to the contract registers with and uses the E -Verify system.
The contracting entity must provide of its proof of enrollment in E -Verify. For instructions on
how to provide proof of the contracting entity's participation/enrollment in E -Verify, please
visit: https://www.e-verify.gov/faq/haw-do-i-provide-proof-of-rny-participationenrollment-
Contract No. XX-XX Page 7 of 9
DocuSign Envelope ID: 402359E7-3471-45D1-BBF8-111 C6DD1 D202
in -e -verify. By entering into this Agreement, the Contractor acknowledges that it has read
Section 448.095, Florida Statutes; will comply with the E -Verify requirements imposed by
Section 448.095, Florida Statutes, including but not limited to obtaining E -Verify affidavits
from subcontractors; and has executed the required affidavit attached hereto and
incorporated herein.
[Remainder of page intentionally left blank. Signature pages follow.]
Contract No. XX-XX Page 8 of 9
DocuSign Envelope ID: 402359E7-3471-45D1-BBF8-11' 1 C6DD1 D202
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 CONSULTANT
DocuSigned by:
DocuSigned by:
r
By: { ,wC in. , Seln,
CF5e8t5979AA428
Steven C. Williamson
Village Manager
Attest:
Pocthj t 4 o<v~
By:
Jocelyn B. Koch
Village Clerk
Approved as to form and legal sufficiency:
DocuSigned by:
OULi.
FI(L AA,
By: rD4r17.COCE1o4cr
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) (telephone)
305-365-8936 (facsimile) (facsimile)
swilliamson@keybiscayne.fl.gov (email) (email)
By:
Name:
Title:
`75E23739247447y.
Abigael Mahany
Principal
Entity: Alden Strategies, LLC
Addresses for Notice:
With a copy to: With a copy to:
Weiss Serota Helfman Cole & Bierman, P.L.
Attn: Chad Friedman, Esq.
Village of Key Biscayne Attorney
2800 Ponce de Leon Boulevard, Suite 1200
Coral Gables, FL 33134 (telephone)
cfriedman@wsh-law.com (email) (facsimile)
(email)
Contract No. XX-XX Page 9 of 9
DoeuSign Envelope ID: 402359E7-3471-45D1-BBF8-111C6DD1D202
E -VERIFY AFFIDAVIT
In accordance with Section 448.095, Florida Statutes, the Village requires all contractors doing
business with the Village to register with and use the E -Verify system to verify the work
authorization status of all newly hired employees. The Village will not enter into a contract unless
each party to the contract registers with and uses the E -Verify system.
The contracting entity must provide of its proof of enrollment in E -Verify. For instructions on
how to provide proof of the contracting entity's participation/enrollment in E -Verify, please visit:
https://www.e-verify.gov/faq/how-do-i-provide-proof-of-mv-participationenrolIment-in-e-
verify
By signing below, the contracting entity acknowledges that it has read Section 448.095, Florida
Statutes and will comply with the E -Verify requirements imposed by it, including but not limited
to obtaining E -Verify affidavits from subcontractors.
0 Check here to confirm proof of enrollment in E -Verify has been attached to this Affidavit.
In the presence of: Signed, sealed and delivered by:
Witness #1 Print Name:
Print Name:
Title:
Witness #2 Print Name: Entity Name:
ACKNOWLEDGMENT
State of Florida
County of
The foregoing instrument was acknowledged before me by means of 0 physical presence or ❑
online notarization, this day of , 20_, by
(name of person) as (type of authority) for
(name of party on behalf of whom instrument is executed).
Notary Public (Print, Stamp, or Type as Commissioned)
Personally known to me; or
Produced identification (Type of Identification:
Did take an oath; or
Did not take an oath
Contract No. XX-XX E-Vcrify Affidavit
DocuSign Envelope ID: 402359E7-3471-45D1-BBF8-11 1 C6DD1 D202
EXHIBIT A
SCOPE OF SERVICES
Village of Key Biscayne Fire Rescue Transition and Succession Implementation Plan
To: Steven C. Williamson — Village Manager, Village of Key Biscayne
From: Abigael Mahony — Principal, Alden Strategies
Re: Village of Key Biscayne Fire Rescue Transition and Succession Implementation Plan
Date: April 25, 2023
Alden Strategies is pleased to present a proposal for consulting services to create a
presentation detailing an implementation plan for the work -force transition and succession
plan for the Key Biscayne Fire Rescue. With over thirteen years of experience, Alden Strategies'
Principal, Abigael Mahony, has a proven record in developing, implementing, and monitoring
various programs, processes, and activities in government and community. Focusing on
community resiliency, Alden Strategies possesses a strong ability to identify advocacy needs,
practically and clearly disseminate information to non -expert audiences and high-level decision -
makers, and effectively coordinate and outreach on behalf of individuals and communities.
Proiect Goal: Develop and create a presentation detailing a proposed implementation plan for
the work -force transition and succession plan for the Key Biscayne Fire Rescue. The work will
be performed through a series of coordination meetings (whether virtual or in person) with the
parties responsible for the operations and tactical actions.
Tasks:
The consultant shall expeditiously:
1. Review the Key Biscayne Fire Rescue Work -force Assessment prepared by the Center for
Public Safety Management (CPSM) including:
a. KBFR Transition Plan Draft dated 3.06.23
2. Review the Village of Key Biscayne Fire Rescue's Succession and Transition 2021 -
2027 Working Document.
3. In coordination with the Fire Rescue Chief and the Village Manager, develop presenting
documents and implementation plan outlining, describing and explaining the key milestones
and decision points for Village leadership to execute and monitor the progress of the work-
force succession and transition plan for the Key Biscayne Fire Rescue
including, but not limited, to the following:
a. Transition and succession implementation strategy
b. Work -force timeline
c. Organizational chart
d. Budgetary requests
Contract No. XX-XX Exhibit A: Scope of Services
DocuSign Envelope la 402359E7-3471-4501-BBF8-111C6DD1D202
e. Recruitment planning
Deliverables/Anticipated Timeline:
The consultant shall:
1. Develop presentation documents detailing the plan for the implementation of a
work -force transition and succession plan for Key Biscayne Fire Rescue.
a. Delivery - April 26, 2023
Fees:
The fee for services is $5,000.00. DS
•
Contract No. XX-XX Exhibit A: Scope of Services