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HomeMy WebLinkAboutR-01-1293E 1 0 9 o ,, J-01-1041 12/11/01 RESOLUTION N0.5_ A RESOLUTION OF THE MIAMI CITY COMMISSION AUTHORIZING THE CITY MANAGER TO EXERCISE THE OPTION TO RENEW THE PROFESSIONAL SERVICES AGREEMENT WITH OSTERHOLT CONSULTING, .INC. FOR A PERIOD OF ONE YEAR FOR THE PROVISION OF CONSULTING SERVICES FOR RETREATS FOR ELECTED OFFICIALS, IN AN AMOUNT NOT TO EXCEED $50,000; ALLOCATING FUNDS FROM ACCOUNT CODE NO. 001000921002.6.270. BE IT RESOLVED BY THE COMMISSION OF THE CITY OF MIAMI, FLORIDA: Section 1. The City Manager is authorizedl� to exercise the option to renew the professional services agreement with Osterholt Consulting, Inc, for a period of one year for the provision of consulting services for retreats for elected officials, in an amount not to exceed $50,000, with funds allocated from Account Code No. 001000921002.6.270. it The herein authorization is further subject to compliance with all requirements that may be .imposed by the City Attorney, including but not limited to those prescribed by applicable City Charter and Code provisions. CITY CGIMSSION NUTRIG OF DEC 13 2001 Section 2. This Resolution shall become effective immediately upon its adoption and signature of the Mayor. 2/ PASSED AND ADOPTED this 13th day of December , 2001. MANUEL A. DIAZ, MAYOR In accordance with mismi Coda Sec. 2-36, sine- the Mayor did not �nd�cata ap rca�rt�i Of this legislation by signing it in the des ig�naisd Placa io icl said i r}i 1 3 aa,f the nate C mrrtii becornes eftecti" with the c_aPso of tern 0 0) ) regarding same, without the Mayo cis! g /l ATTEST: WALTER J. FORMAN CITY CLERK APPROVED,,`ASAO FORM 7 RQX7LARELLO TTORNEY 39:tr:LB D CORRECTNESS &% , 2/ If the Mayor does not sign this Resolution, it shall become effective at the end of ten calendar days from the date it was passed and adopted. If the Mayor vetoes this Resolution, it shall become effective immediately upon override of the veto by the City Commission. A n�' _ , �� -�•' 9 1 0 CITY OF MIAMI, FLORIDA INTER -OFFICE MEMORANDUM TO Honorable Mayor and Members of the City Commission 'CA -13 DATE: November 19, 2001 FILE SUBJECT: Osterholt Consulting, Inc. FROM: REFERENCES: os enez ENCLOSURES: City Manage RECOMMENDATION: It is respectfully requested that the City Commission approved the attached resolution authorizing the city manager to exercise a one-year option to renew with with Osterholt Consulting, Inc., as provided in the contract dated March 7, 2001, to provide facilitation services for a series of elected officials retreats in an amount not to exceed $50,000 from account no, 001000921002.6.270. BACKGROUND: Pursuant to the resolution authorizing my appointment as City Manager (Resolution No. 00-432), the City Commission participated in a strategic planning workshop in January that began to establish the goals and priorities for the City's 2001-2002 fiscal year. That session was led by Jack Osterholt of Osterholt Consulting, Inc. and prompted the Commission to request several additional workshops of a similar format, including a budget workshop, a vision/mission workshop, and additional goals/priorities workshops. The Administration complied with that request to coordinate a budget workshop in June that introduced the recommended budget, discussed some potential pitfalls on the horizon and reflected the presence of the previously identified goals and priorities in the recommended project. As we consider subsequent workshops, however, I ask that you consider engaging Jack Osterholt for the next series of workshops. A tentative schedule is listed below: Date Topic Janu 2002 Vision/Mission June 2002 Executive Budget Presentation; Goals/Priorities November 2002 Efficiency Worksho Phase I) February 2003 1 Efficiency Workshop (Phase II) You should note that the Efficiency Workshop is scheduled in February 2003 to allow for certain consultants to complete their substantive reviews of the police and fire departments. The product of those consultant reviews will be supplemented with "best practices" data compiled by Jack Osterholt for the remaining Administrative departments to fuel the Efficiency Workshop. The agreement executed with Osterholt Consulting, Inc. for the initial elected officials retreat provided for a one-year term with two one-year options to renew. In light of the success of the prior retreat and budget workshop, I recommend that the City continue to utilize the services of Jack Osterholt, principal of Osterholt Consulting, Inc. CAG/MLW JUL-24-2001 14:41 � TY CLERKS OFFICE y 7/2/01 ©1- 6'76 Pm. BOLU.l•ICN NO. A RE60LUT1U9 OF THE MIAMI C'Ty CnMMiSGION AMENDING g8S0YRPTI0N NO. 00-1106 Tf1 AUMI01tIZE TH9 CONTIMTED SERVICES OF 0BTD1W0L1' CO,NHULTING, rNC. ("05'I•hR f0T,T") FOP THE VROVISiON OF PROFESSIONAL. S7RVICES rOR TkfE pI,AWING OF pnTRDIiTS FGF CITY OI' MIAMI ELECTEn OFFICIAL91 FURTHFR AUTIIORIZING THE CITY MANAC3M TO k:KECUTE AN AML'NDMENT TO THF P:XI STTNG ACIZREMFM , IV A pO M AC;C EPTAEILF TO THE CITY &rj0RN9Y, WITH OST'ERROLT FOR THE CONTINUED bERVTrES AND TO INCR AAP. TrM COMrUNSATI,UN PATE) FOR 0AI1D SERVICES, IN AN AMOU= NU'l' IZO EXCEED 025, OUO, FROM $255,000 To $b0,000f ALLOCATING FUNDS PROM ACCOUNT CODE No. 001000,221003.5,270 FOR DAIA PURvosE _ 305 ese 1510 P.01 .1:11 A'F TT nSOLVED SY THE COMMIS0ION VF THE CITY OV MMM" FLORIDA: S$ation 1. Resolution No, oo-1108, adopted VQ0&MbRr 14, 2000, is amended in the fol-ldwinO particulars ll' s/ words mul/or Eiquroc stricken rrr0UQL sh&ll be delated. Tnuictseortd words and/or rlguzcs oball he added. TbR remai:.&-Uuq provisions are W. - in eEftCt and remain un"anged. Aztseaiako IWICBtA CRUIrted pnd unonanrjed mar.cr.ial. =I W. ww" JUL 1 d 2001 a1-- 676 0, 1. -_219.3 JL1L-24-2001 14�41 �N CLERKS OFFICE 4 305 858 1610 P.02 "1tLSC?Ld�'TON- Ne. 00�3.10� section 2. Tho City Manager is Dr_reby authorized to exesCute an agreement, in a forst acceptable 1.-0 the City AT.t0ZLICy, with owi.erholt Consulting, Inc. to provide consulting servicea raquired for the Jarniary 2001 EleatRd officials Retreat anti for additional Cityof Miami Elected offir:ials' Ratreatz as rleemect a �aropr3ate, with lands til, r•efor, in amount not to exceed 44s -,O841 IAo, 000, kiwteby allocated from Account NO. 001000023.002.6.2'�a for said purpose. ,r + Sect l on 2. . he CiL.y Managor is authcrized2/ to OXOC!ULr. an Anwndmetnt to the ex.l Kting Agreement, in & form aceeptablu to ,,he City Atto=ey, with outerholt 00n.aultinq, Inc, for the continued aery i ces and to incrwaee the cotltpensat i c,n paid for said eervicum, in an' amount Tsat to exceed $25, no0, from $2"00 to $50,000. Section 3. This Resolution shall bQCome errective in=-diattely upon its adoption and wiQnature of the Mayur.af 3/ The heroin 'auernrtasCion is fvrthpr rAvibleat Lo compliOAoe with all retpiiLaments that mist' be iTWOBwd by Cha City Atrarnmy, including but not limilarl LU those prep=gibed by applicable City Ch9rrar m1a Cede prs7v'isio2r4 . if the Maynr doe y not sign tbia R.eBOlntiWu, it Miall baeame RlLective at Lhe end of to= calwuslar days grain thQ fULes it was gaooad anrd adoptr.A. SP the Mayor varw*m LL1s Resaluticn, Jr aball. become sffegeive immedian%ly u90n warrids of tZLQ VHLu by the City 00MMOaieta. page 2 or 3 y. ,,s9 JUL-24:2001 14:47 TY CLERKS OFFICE . 305 85B 1610 P.03 Y]�SSSO ANL7 AC]OPTED thus diY �A01. p CAR LO 0, MAi4 with WMW COO 800-� , �1t ► � 'W 4w logislawnarae aema of . � of periroom" ONW6 �y �'"` eta. Itri.:R AT CITY C:LF.RK,� FORM AND COR ECTN85S le� rrom,rp^t p9,db;T,)3;B6S Paige 3 of 3 o i— 676 TOTAL P.03 6` 9 9�:D _. .. 3 COI VCT REVIEW AND ANALYM FORM ATTACH SUPPORTING DOCUMENTS DATE: 724/01 _' J U L 2 5 2001 DEPARTMENT/DIVISION: --Qjy Manager's' Office CONTACT PERSON/CONTACT NUMBER: _ _ Marva L. Wiley,_„ CONTRACTING ENTITY: Osterholt Consulting, Inc. RESOLUTION NUMBER: 01-676 BID/PROJECT NUMBER: (IIS APPLICABLE) BUDGETARY INFORMATION: Are funds budgeted? ❑ YES ❑ NO If yes, TOTAL DOLLAR AMOUNT: 000 X EXPENSE ❑ REVENUE SOURCE OF FUNDS: ACCOUNT CDDE(S).: If grant funded, is there a City match requirement? El YES ❑ NO AMOUNT: N/A Are matching funds Budgeted? ❑ YES ❑ NO Account Code(s): TERMS OF CONTRACT: (To be filled out by Purchasing Department) Effective Date: inunediatel Escalating Clause, if any: Contract Period (s): Penalties, (if any), for termination: Payment terms: If grant funded, list restrictions/requirements, if applicable: SUMMARY/DESCRIPTION OF CONTRACT OR AGREEMENT Is this an extension? ❑ YES ❑ NO Final extension of existing contract: _ If YES, actual expenditures in previous contract Year ? Summary/Description of Contract Agreement: The Commission has direct several special p=rojects that will re uire facilitation. Osterholt has established a rapport with the Counnissioners_such that the City Mananr has Bete ed that its in the -best interest of the City o con ' ue to utilize OsterhoIt. JUSTIFICATION FOR CONTRACT OR AGREEMENT (Include why it is needed, consequences if nor authorized or approved and time constraints, if any) Th r l r 's ' h e v iaeg Pte} e ity_an� allow fpr,aore nroferssional gQeemment. .._ _ _ METHOD OF PURCHASE (If applicable) ❑ Telephone quotes ❑ Single Purchase ❑ Written quotes ❑ Short -Term Contract X Negotiated Purchase ❑ Term of Contract ❑ Sole Source (include documentation) ❑ Lease (Type: ❑ Bid Waiver (include documentation) ❑ Other ❑ Formal Bid/Proposal (include bid tabulation/proposal ranking) PREVIOUS AWARDS OF BIDS (IP APPLICABLE) CRC COMMENTS: From most recent. 1) 2) 3) APPROVAL: DATE: 7 ACarlo.oez,Manager �'ROVAL: DATE: � Fina..ill CL±Board V P0 Z1301 CONTRACT ROUTING FORM CONTRACTING ENTITY: Date Initials Submitted to Budget Submitted to Risk Management Submitted to City Attorney Received by Assistant City Manager Received by City Manager's Office Signed by City Manager Submitted to Contract Review Committee Attested to by City Clerk Returned to City Attorney/City Manager Original to City Clerk Received by Department Revised 09/21/2000 MLWHey WACT:REVIEW AND ANALYM FORM ATTACH SUPPORTING; DOCUMENTS DATE: 2/27/01 DEPARTMENT/DIVISION: -Qiiy-Manag,ers Office CONTACT PERSON/CONTACT NUMBER: _ Marva L. M gy 305-416-1033 _ CONTRACTING ENTITY: Qsterholt-CgnsWting, Inc. RESOLUTION NUMBER: 00-11Q6 BID/PROJECT NUMBER: (IF APPLICABLE) BUDGETARY INFORMATION: Iite-funds .90 TOTAL DOLLAR AMOUNT: Q Z ! avu SOURCE OF FUNDS: budgeted? ❑ YES ❑ NO If yes, X EXPENSE ❑ REVENUE ACCOUNT CODE(S),: 001000921002,6.270 If grant funded, is there a City match requirement? ❑ YES ❑ NO AMOUNT: N/A Are matching funds Budgeted? ❑ YES ❑ NO Account Code(s): TERMS OF CONTRACT: (To be filled out by Purchasing Department) Effective Date: 12ec=ber 1 2000 Escalating Clause, if any: Contract Period (s): December 1 2000 — Dec tuber 1, 2001 Penalties, (if any), for termination: Payment terms: If grant funded, list restrictions/requirements, if applicable: bkJfn vl kKT/1)1r5L;kUFTION OF CONTRACT OR AGREEMENT Is this an extension? ❑ YES X NO Final extension of existing contract: If YES, actual expenditures in previous contract Year ? Summary/Description of Contract Agreement: ManalMment swport JUSTIFICATION FOR CONTRACT OR AGREEMENT (Include why it is needed, consequences if not authorized or approved and time constraints, if any.) METHOD OF PURCHASE (If applicable) ❑ Telephone quotes ❑ Single Purchase ❑ Written quotes X Short -Term Contract ❑ Negotiated Purchase ❑ Term of Contract ❑ Sole Source (include documentation) ❑ Lease (Type: _ 1 ❑ Bid Waiver (include documentation) ❑ Other ❑ Formal Bid/Proposal (include bid tabulation/proposal ranking) ricrrV1VU1 AWAK05'UF BIDS (IF APPLICABLE) From most recent: t) APPROV. APPROV. ruzancwat vversignt rsoarct CRC COMMENTS: DATE: DATE: PROFESSIONALSERVICES•AGREEMENT This Agreement is entered into this day of , 2000 as of, by and between the City of Miami, a municipal corporation of the State of Florida ("City") and Osterholt Consulting, Inc. (hereinafter Provider). RECITALS: A. The City has selected. Provider based on his breadth of experience as a professional administrator in various aspects of government. B. The Commission of the City of Miami, by Resolution No. A%adopted on 'DeUh lib" , 2000, approved the selection of Provider and authorized the City Manager to execute a contract, under the terms and conditions set forth herein. NOW, THEREFORE, in consideration of the mutual covenants and promises herein contained, Provider and the City agree as follows: TERMS: 1. RECITALS: The recitals are true and correct and are hereby incorporated into and made a part of this Agreement. 2. TERM: The term of this Agreement shall be for a term not to exceed one (1) year commencing on the date of its execution. 3. OPTION TO EXTEND: The City shall have two (2) option(s) to extend the term hereof for a period of one (1) year each, subject to availability and appropriation of funds. City Commission approval shall not be required as long as the total extended term does not exceed three (3) years. Final 1217100 Commission approval shall not be required as long as the total extended term does not exceed three (3) years. 4. SCOPE OF SERVICE: A. Provider agrees to provide the Services as specifically described, and under the special terms and conditions set forth, in Attachment "A" hereto, which by this reference is incorporated into and made a part of this Agreement. • Provider represents and warrants to the City that Provider: (i) possesses all qualifications, licenses and expertise required under the competitive negotiation requirements for the performance of the Services; (ii) it is not delinquent in the payment of any sums due the City, including payment of permit fees, occupational licenses, etc., nor in the performance of any obligations to the City, (iii) is and shall be, at all times during the term hereof, fully qualified and trained to perform the Services; and (iv) the Services will be performed in the manner described in Attachment "A". 5. COMPENSATION: The amount of compensation payable by the City.to Provider shall be based on a retainer basis at a rate of $150 per hour; provided, however, that in no event shall the annual amount of compensation for work performed for the City of exceed $25,000 without prior consent of the City Commission. City shall reimburse Provider for out-of-pocket expenses incurred in the performance of services including travel expenses, express mail, duplication and telephone expenses. Provider shall bill City monthly with a detailed invoice reflecting the services provided. in the prior month. Payments that are more than 30 days late may, at OCI's discretion, by the highest interest rate permitted by law from the time of the delinquency until payment is made. Final 1217100 2 y 6. OWNESHIP OF DOCUMENTS Provider understands and agrees that any information, document, report or any other material whatsoever which is given by the City to Provider or which is otherwise obtained or prepared by Provider pursuant to or under the terms of this Agreement is and shall at all times remain the property of the City. Provider agrees not to use any such information, document, report or material for any other purpose whatsoever without the written consent of City, which may be withheld or conditioned by the City in its sole discretion. 7. AUDIT AND INSPECTION RIGHTS: A. The City may, at reasonable times, and for a period of up to three (3) years following the date of final payment by the City to Provider under this Agreement, audit, or cause to be audited, those books and records of Provider which are related to Provider's performance under this Agreement. Provider agrees to maintain all such books and records at its principal place of business for a period of three (3) years after final payment is made under this Agreement. B. The City may, at reasonable times during the term hereof, inspect Provider's facilities and perform such tests, as the City deems reasonably necessary, to determine whether the goods or services required to be provided by Provider under this Agreement conform to the terms hereof. Provider shall make available to the City all reasonable facilities and assistance to facilitate the performance of tests or inspections by City representatives. All tests and inspections shall be subject to, and made in accordance with, the provisions of Section 18-55.2 of the Code of the City bf Miami, Florida, as same may be amended or supplemented, from time to time. Final 1217100 3 • • { 8. AWARD OF AGREEMENT: Provider represents and warrants to the City that he/she has not employed or retained any person or company employed by the City to solicit or secure this Agreement and that he/she has not offered to pay, paid, or agreed to pay any person any fee, commission, percentage, brokerage fee, or gift of any kind contingent upon or in connection with, the award of this Agreement. 9. PUBLIC RECORDS: Provider understands that the public shall have access, at all reasonable times, to all documents and information pertaining to City contracts, subject to the provisions of Chapter 119, Florida Statutes, and agrees to allow access by the City and the public to all documents subject to disclosure under applicable law. Provider's failure or refusal to comply with the provisions of this section shall result in the immediate cancellation of this Agreement by the City. 10. COMPLIANCE WITH FEDERAL STATE AND LOCAL LAWS: Provider understands that agreements between private entities and local governments are subject to certain laws and regulations, including laws pertaining to public records, conflict of interest, record keeping, etc. City and Provider agree to comply with and observe all applicable laws, codes and ordinances as they may be amended from time to time. 11. INDEMNIFICATION: Provider shall indemnify, defend and hold harmless the City and its officials, employees and agents (collectively referred to as "Indemnities") and each of them from and against all loss, costs, penalties, fines, damages, claims, expenses (including attorney's fees) or liabilities (collectively referred to as "Liabilities") by reason of any injury to or death of any person br damage to or destruction or loss of any property arising out of, resulting from, or in connection with (i) the performance or non-performance of the services contemplated Final 1217!00 Fil NU • _t by this Agreement which ig, in whole csr inp art, by any act, omission, default or gross negligence or the failure of the Provider to conform to statutes, ordinances, or other regulations or requirements of any governmental authority, federal or state, in connection with the performance of this Agreement. 12. DEFAULT: If Provider fails to comply with any terra or condition of this Agreement, or fails to perform any of its obligations hereunder, then Provider shall be in default. Upon the occurrence of a default hereunder the City, in addition to all remedies available to it by law, may immediately, upon written notice to Provider, terminate this Agreement whereupon all payments, advances, or other compensation paid by the City to Provider for the period during which Provider was in default shall be immediately returned to the City. Provider understands and agrees that termination of this Agreement under this section shall not release Provider from any obligation accruing prior to the effective date of termination. Should Provider be unable or unwilling to commence to perform the Services within the time provided or contemplated herein, then, in addition to the foregoing, Provider shall be liable to the City for all expenses incurred by the City in preparation and negotiation of this Agreement, as well as all costs and expenses incurred by the City in the re -procurement of the Services, including consequential and incidental damages. 13. RESOLUTION OF CONTRACT DISPUTES: Provider understands and agrees that all disputes between Provider and the City based upon an alleged violation of the terms of this Agreement by the City shall be submitted to the City Manager for his/her resolution, prior to Provider being entitled to seek judicial relief in connection therewith. In the event that the amount of compensation hereunder exceeds $4,500, the City Manager's decision shall be Final 12/7/00 5 10 ' N Ad i approved or disapproved by the City -Cornmission. Provider shall not be entitled to seek judicial relief unless: (i) Provider has first received City Manager's written decision, approved by the City Commission if the amount of compensation hereunder exceeds $4,500; or (ii) a period of thirty (30) days has expired, after submitting to the City Manager a detailed statement of the dispute, accompanied by all supporting documentation (60 days if City Manager's decision is subject to City Commission approval); or (iii) City has waived compliance with the procedure set forth in this section by written instruments, signed by the City Manager. 14. . CITY'S TERMINATION RIGHTS: A. Either party shall have the right to terminate this Agreement at any time with thirty (30) days written notice. In such event, the City shall pay to Provider compensation for Services rendered and City -approved expenses incurred prior to the effective date of termination. In no event shall the City be liable to Provider for any additional compensation, other than that provided herein, or for any consequential or incidental damages. B. The City shall have the right to terminate this Agreement, upon the occurrence of an event of default hereunder in the event that Provider fails to cure a default within 30 days of receiving notice of the default. In such event, the City shall not be obligated to pay any amounts to Provider for any period during which Provider was in default and Provider shall reimburse to the City all amounts received for any period during which Provider was in default under this Agreement. 15. INSURANCE: Provider shall, at all times during the term hereof, maintain such insurance coverage as may be required by the City. All such insurance, including renewals, shall be subject to the approval of the City for adequacy of protection and evidence of such coverage Final 12/7100 201 49f ��_. F shall be furnished to the City ori Certificates of Insurance indicating such insurance to be in force and effect and providing that it will not be canceled during the performance of the services under this contract without thirty (30) calendar days prior written notice to the City. Completed Certificates of Insurance shall be filed with the City prior to the performance of services hereunder, provided, however, that Provider shall at any time upon request file duplicate copies of the policies of such insurance with the City. 16. NONDISCRIMINATION: Provider represents and warrants to the City that Provider does not and will not engage in discriminatory practices and that there shall be no discrimination in connection with Provider's performance under this Agreement on account of race, color, sex, religion, age, handicap, marital status or national origin. Provider further covenants that no otherwise quaIified individual shall, solely by reason of his/her race, color, sex, religion, age, handicap, marital status or national origin, be excluded from participation in, be denied services, or be subject to discrimination under any provision of this Agreement. 17. ASSIGNMENT: This Agreement shall not be assigned by Provider, in whole or in part, without the prior written consent of the City Manager, which may be withheld or conditioned, in the City Manager's sole discretion. 18. NOTICES: All notices or other communications required under this Agreement shall be in writing and shall be given by hand -delivery or by registered or certified U.S. Mail, return receipt requested, addressed to the other party at the address indicated herein or to such other address as a party may designate by notice given as herein provided. Notice shall be deemed given on the day on which personally delivered; or, if by mail, on the fifth day after being posted or the date of actual receipt, whichever is earlier. Final 1217100 7 "" 2 9 3 S TO PROVIDER: TO THE CITY: Jack Osterholt City Manager 4740 Sarazan Drive 444 SW 2°1 Avenue Hollywood, FL 33021-2346 Miami, FL 33130 19. MISCELLANEOUS PROVISIONS: A. This Agreement shall be construed and enforced according to the laws of the State of Florida. B. Title and paragraph headings are for convenient reference and are not a part of this Agreement. C. No waiver or breach of any provision of this Agreement shall constitute a waiver of any subsequent breach of the same or any other provision hereof, and no waiver shall be effective unless made in writing. D. Should any provision, paragraph, sentence, word or phrase contained in this Agreement be determined by a court of competent jurisdiction to be invalid, illegal or otherwise unenforceable under the laws of the State of Florida or the City of Miami, such provision, paragraph, sentence, word or phrase shall be deemed modified to the extent necessary in order to conform with such laws, or if not modifiable, then same shall be deemed severable, and in either event, the remaining terms and provisions of this Agreement shall remain unmodified and in full force and effect or limitation of its use. a This Agreement constitutes the sole and entire agreement between the parties hereto. No modification or amendment hereto shall be valid unless in writing and executed by properly authorized representatives of the parties hereto. Final 1217100 L • • s City recognizes that Provider, and its personnel, are engaged in other business activities and Client, accordingly, agrees that Provider reserves the right to reasonably limit its availability to perform services pursuant to this Agreement. In addition, association between City and Provider pursuant to this Agreement shall not, in the absence of a conflict of interest, preclude Provider from pursuing other business interests or activities. 20. SUCCESSORS AND ASSIGNS: This Agreement shall be binding upon the parties hereto, their heirs, executors, legal representatives, successors, or assigns. 21. INDEPENDENT CONTRACTOR: Provider has been procured and is being engaged to provide services to the City as an independent contractor, and not as an agent or employee of the City. Accordingly, Provider shall not attain, nor be entitled to, any rights or benefits under the Civil Service or Pension Ordinances of the City, nor any rights generally afforded classified or unclassified employees. Provider further understands that Florida Workers' Compensation benefits available to employees of the City are not available to Provider, and agrees to provide workers' compensation insurance for any employee or agent of Provider rendering services to the City under this Agreement. 22. CONTINGENCY CLAUSE: Funding for this Agreement is contingent on the availability of funds and continued authorization for program activities and the Agreement is subject to amendment or termination due to lack of funds, reduction of funds and/or change in regulations, upon thirty (30) days notice. 23. ENTIRE AGREEMENT: This instrument and its attachments constitute the sole and only agreement of the parties relating to the subject matter hereof and correctly set forth the Final 1217100 9 rights, duties, and obligations of each to the other as of its date. Any prior agreements, promises, negotiations, or representations not expressly set forth in this Agreement are of no force or effect. E 24. COUNTERPARTS: This Agreement may be executed in two or more counterparts, each of which shall constitute an original but all of which, when taken together, shall constitute one and the same agreement. 25. APPROVAL BY THE OVERSIGHT BOARD: The State of Florida has appointed an Emergency Financial Oversight Board (the "Oversight Board"), which is empowered to review and approve all pending City of Miami contracts. As a result, attestation of this Agreement by the City Clerk shall constitute evidence of its approval by the Oversight Board. IN WITNESS WHEREOF, the parties hereto have caused this instrument to be executed by their respective officials thereunto duly authorized, this the day and year above written. "' 'ATTEST: Walter Foeman, City Clerk WITNESSES: Print Name: Print Name: Final 12/7/00 «Cit,» CITY OF MIAMI, a municipal corporation " ovi kerl i B. Jack OsterhoIt 10 APPROVED A O FO AND APPROVED AS TO INSURANCE CORREC REQUIREMENTS: RO VILARELLO MARIO SOLDEVILLA Attorney Administrator Risk Management Final 12/7/00 11 D/4D//4' - - 11 a ATTACHMENT A SCOPE OF SERVICES Manager's Meeting Facilitation January 2001 Tasks: • Pre -Meeting Activities 1. Designing the meeting, its agenda and content with the City Manager and his staff. 2. Selecting a location and date. 3. Preliminary briefings and interviews with City Commissioners and other key participants outlining the meeting purpose and trying to establish a sense of key.issues that may be raised. 4. Preparing meeting materials, briefing papers, and nominal questions for use with the group. S. Pre -testing the questions and previewing the materials with key staff, and amending as appropriate. 6. Mailings and follow-ups to insure that the attendees have received packets. • Meeting Management 1. Conducting the meeting, framing the presentations and soliciting issues and recording responses. 2. Bringing the group to some sort of consensus on key points derived form the meeting. 3. Outlining the remaining steps to insure that, before the group disbands, an implementation schedule is defined. • Post Meeting Activities 1. Compilation of the comments and recommendations from the meeting 2. Development of a draft report of the meeting's conclusion for review by the Manager and his staff Final 12/7/00 12 3. Development of a set of strategies and outcomes That can be followed to implement the meeting's recommendations 4. Development of a work program and outcome measures to implement the strategies described above. 5. Development and finalization of a draft the final proceedings from the meeting 6. Post meeting debriefings with key participants. 7. Issue paper on alternative public funding models for government participation in urban redevelopment based on the Commissions discussions during a recent Commission Meeting. Provider shall also provide such additional services as the manager shall deem necessary to ensure the success of the January 2001 Elected Officials Retreat. Final 12n/oo 13 n-4 1 c)O,"a CO O TE RESOLUTION WHEREAS, the Board of Directors at a duly held corporate meeting has considered the matter in accordance with the By -Laws of the corporation; NOW, THERFORE, BE IT RESOLVED BY THE BOARD OF DIRECTORS that the B. Jack Osterholt is hereby authorized and instructed to enter into a contract, in the name and on behalf of this corporation, with the City of Miami upon terms contained in the proposed contract to which this resolution is attached and to execute the corresponding performance bond. DATED this rday of �GG�MbGr , 2000. Corporate Secretary 9 of the Board of Directors (Corporate Seal) J-00-1111 1.2/13/00 • • RESOLUTION NO. A RESOLUTION OF THE MIAMI CITY COMMISSION AUTHORIZING THE CITY MANAGER TO EXECUTE AN AGREEMENT, IN A FORM ACCEPTABLE TO THE CITY ATTORNEY, WITH OSTERHOLT CONSULTING, INC. TO PROVIDE CONSULTING SERVICES REQUIRED FOR THE JANUARY 2001 ELECTED OFFICIALS RETREAT; ALLOCATING FUNDS THEREFOR, IN AN AMOUNT NOT TO EXCEED $25,040, FROM ACCOUNT NO. 001000921.002.6.270, FOR SAID PURPOSE. WHEREAS, Resolution No. 00-432, which appointed Carlos A. Gimenez as City Manager, provides that the elected officials will participate in a retreat in January; and WHEREAS, the retreat's tentative agenda is extremely ambitious, which includes, among other things, discussions concerning infrastructure financing and key objectives for the City of Miami; and WHEREAS, to complete the agenda within a single day requires experience and professional planning; and WHEREAS, Jack Osterholt, principal of Osterholt Consulting, Inc., is the former County Administrator for Broward County and a former Executive Director of the South Florida Regional Planning Council; and _2 C'!Ty eQ3E'3lISSION �- 72T111:1OF r ::ata iiu. WHEREAS, the experience that Jack Osterholt possesses is essential to the comprehensive review of several of the topics and is highly recommended by they City Manager as the Provider with unique experience and qualifications to organize the retreat; NOW, THEREFORE, BE IT RESOLVED BY THE COMMISSION OF THE CITY OF MIAMI, FLORIDA: Section 1. The recitals and findings contained in the Preamble to this Resolution are hereby adopted by reference and incorporated as if fully set forth in this Section. Section 2. The City Manager is hereby authorized to execute an agreement, in a form acceptable to the City Attorney, with Osterholt Consulting, Inc, to provide consulting services required for the January 2001 Elected Officials Retreat, with funds therefor, in amount not to exceed $25,000, hereby allecated from Account No. 001 000921002.6.270 for said purpose. Section 3. This Resolution shall become effective immediately upon its adoption and signature of the Mayor.11 1� If the Mayor does not sign this Resolution, it shall become effective at the end of ten calendar days from the date it was passed and adopted. If the Mayor vetoes this Resolution, it shall become effective immediately upon override of the veto by the City Commission. Page 2 of 3- 4 PASSED AND ADOPTED this, 14th day of December , 2000. ATTEST: WALTER J. FOEMAN CITY CLERK APPROVED O RM�D CORRECTNESS:t�f 936:BSS Page 3 of 3 JOE CAROLLO, MAYOR J-01-524 7/2/01 RESOLUTION NO. C� a1-- 676 A RESOLUTION OF THE MIAMI CITY COMMISSION AMENDING RESOLUTION NO. 00-1106 TO AUTHORIZE THE CONTINUED SERVICES OF OSTERHOLT CONSULTING, INC. ("OSTERHOLT") FOR THE PROVISION OF PROFESSIONAL SERVICES FOR THE PLANNING OF RETREATS FOR CITY OF MIAMI ELECTED OFFICIALS; FURTHER AUTHORIZING THE CITY MANAGER TO EXECUTE AN AMENDMENT TO THE EXISTING AGREEMENT, IN A FORM ACCEPTABLE TO THE CITY ATTORNEY, WITH OSTERHOLT FOR THE CONTINUED SERVICES AND TO INCREASE THE COMPENSATION PAID FOR SAID SERVICES, IN AN AMOUNT NOT TO EXCEED $25,000, FROM $25,000 TO $50,000; ALLOCATING FUNDS FROM ACCOUNT CODE NO. 001000.921.002.6.270 FOR SAID PURPOSE. 1 BE IT RESOLVED BY THE COMMISSION OF THE CITY OF MIAMI, FLORIDA:, Section 1. Resolution No. 00-1106, adopted December 14, 2000, is amended in.the following particulars:11 �i Words and/or figures stricken through shall be deleted. Underscored words and/or figures shall be added. The remaining provisions are now in effect and remain unchanged. Asterisks indicate omitted and unchanged material. JU! 10 2001 `RESOLUTION NO. 00-1106 Section 2. The City Manager is hereby authorized to execute an agreement, in a form acceptable to the City Attorney, with Osterholt Consulting, Inc. to provide consulting services required for the January 2001 Elected Officials Retreat and for additional City of Miami Elected Officials' Retreats, as deemed a2propriate, with funds therefor, in amount not to exceed $26,G90 $50,000, hereby allocated from Account No. 001000921002.6.270 for said purpose. Section 2. The City Manager is authorized2/ to execute an Amendment to the existing Agreement, in a form acceptable to the City Attorney, with Osterholt Consulting, Inc. for the continued services and to increase the compensation paid for said services, in an amount not to exceed $25,000, from $25,000 to $50,000. Section 3. This Resolution shall become effective immediately upon its adoption and signature of the Mayor Y The herein authorization is further subject to compliance with all requirements that may be imposed by the City Attorney, including but not limited• to those prescribed by applicable City Charter and Code provisions. 3i I£ the Mayor does not sign this Resolution, it shall become effective at the end of ten calendar days from the date it was passed and adopted. If the Mayor vetoes this Resolution, it shall become effective immediately upon override of the veto by the City Commission. Page 2 of c� �:� s PASSED AND ADOPTED this- 10th day of July 2001. JOE CAROLLO, MAYOR In accordance with Miami Code Sec. 2-W, since ttw Mayor dW not IrShca i appow-� of this legislation by signing it in the designated pi ce provided, said iagisiation �... becomes effective with the elapse of ten 10) da the deka of Cowin mgwding same without the 3 �,._� ATTEST: .� WALTER J. FOEMAN CITY CLERK APPROVED S 0 FORM AND CORRECTNESS E ROA ' ELLO CI <ATTORNEY 'K! 409:db: LB:BSS f' Page 3 of 3