Loading...
HomeMy WebLinkAboutM-95-0831~J ~' ~ _ .:'Te 1. ~~ ` ~ 1 t... - • ;ifs ,~ , CITY OF MIAMI, FLORIDA v , INTER-O~~'ICE MEMO~RANDUl49 to : The Honorable Mayor and QArE : November 28, 1995 FILE 1Vlembers of the City Commission SUBJECT ; Dr. ~intonio 3arge FROM : CeSai' REFERENCES City r ENCLOSURES: RECOMMENDATION It is respectfully recommended that a resolution be passed authorizing the City Manager to execute a Professional Services Agreement, in substantially the attached form, with Dr. Antonio Jorge, consultant, to serve as an advisor to the City Manager to update the 1990 Strategic Plan. ~~ BACKGROUND During the 1980's, Antonio Jorge served as a consultant to the City of Miami concerning planning, development, management, policy design and implementation and budget issues. While he was contracted by the City, Dr. Jorge headed a strategic planning effort ~ which resulted in the Blueprint for a Strategic Plan, January 1990. This strategic plan set forth the framework for the NET program. Whereas the City is in need of updating this Strategic Plan and providing further input concerning future economic development and revitalization issues at the neighborhood level, it is respectfully recommended that the City Commission adopt the attached resolution. Dr. Jorge, as consultant, will provide consulting services for the period of December 1, .1995 through November 30, 1996 at an annual rate of $48,000. 95- 831 ~~ ry4,~ . "~ w . J~95-1017 . 11/29/95 RESOLUTION N0. A RESOLUTION, WITH ATTACHMENT, AUTHORIZING .THE CITY MANAGER TO EXECUTE AN AGREEMENT, IN SUBSTANTIALLY THE ATTACHED FORM, WITH DR. ANTONIO JORG$, CONSULTANT, TO UPDATE THE CITY OF MIAMI STRATEGIC PLAN OF 1990, FOR THE PERIOD COMMENCING DECEMBER 1, 1995, THROUGH. SEPT~ER 30, 1996, IN AN AMOUNT NOT TO • EXCEED $4$,000; ALLOCATING FUNDS THEREFOR FROM SPECIAL PROGRAMS AND ACCOUNTS, FISCAL, YEAR 1995-1996. WHEREAS, the City of Miami is committed to matters .concerning the reorganization of various city departments and budget: related issues; and WHBREAS, the consultant possesses the requisite knowledge and administrative skills to serve as an advisor related to the reorganization of various city departments, as well as on budget related issues; and NOW, THEREFORE, BE IT RESOL~IED 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 thereto and incorporated herein as if fully set forth in this Section. Section 2. The City Manager is hereby authorized to execute an agreement, in substantially the attached form, with 4 1 r j 1~ ... .. r 1 Dr. Antonio Jorge, consultant, to update the City of Miami ' Strategic Plan of 1990, for the period commencing December 1, 1995 through September 30, 1996, in an amount not to exceed $x$,000, with funds therefor hereby allocated from Special. Programs and Accounts, Fiscal Year 1995-1996. - Section 3. ''This Resolution shall become effective immediately upon its adoption. PASSED AND ADOPTED this day of , 1996. STEPHEN P. CLARK, MAYOR ATTEST: WALT$R J. FO$MAN CITY CLERK PREPARED AND, APPROVED ~3Y: ~' ~' ULOA F.AMIREZ-SEIJAs ASSLSTANT CITY ATTORNEY APPROVED AS TO FORM AND CORRECTNESS: A. QUINN JONES, IIT CITY ATTORNEY W461:cak:ORS 1 __ . -r 95- 8~1 ~~ Professional Services Agreement This. Agreement entered into this day of , 1995, by and between the City of Miami, a municipal corporation of the State of Florida, hereinafter referred to as "CITY" and Dr. Antonio Jorge, an individual, hereinafter referred to as "CONSULTANT." Recital Whereas, -the City of Miami, Florida requires professional services, in the nature of actuarial consulting; and `Whereas,-.the CONSULTANT has expressed a desire to perform the required actuarial "services for the CITY; and No®v, Therefor, in consideration of the promises and the mutual covenants and obligations herein`contained, and subject to the terms and conditions hereinafter stated, the parties hereto "understand and agree to follow I Term The term of this Agreement shall be from October 1, 1995 through September 30, 1996. 95- 83~ V ', . II Scope of Service CONSULTANT will serve as an advisor to the City Manager in all matters concerning planning, development, management, policy design and implementation in the reorganization of various City departments, as well as on budget related issues. III Compensation A. CITY shall pay CONSULTANT, as maximum compensation for the services rendered pursuant to Article II hereof, an amount not to exceed forty eight thousand dollazs ($48,000.QO), B. Such compensation shall be paid upon submission of an invoice _ twelve (l2) monthly payments of four thousand dollars ($x,000.00) each for a total amount of forty eight thousand dollazs ($48,000.00). C. CITY shall have the right to review and audit the time records and related records of CONSULTANT pertaining to any payments of the CITY. ~~ :: 9~- X31 2 t ;~. v .. Compliance V~'ith Federal, State, and Local Laws Both parties shall comply with all applicable laws, ordinances, and codes of Federal, State, and local' Government. V General Condition A All notices or other communications which shall or may be given pursuant to this Agreement shall be in writing and shall be .delivered by personal service, or by registered mail addressed to the other party at the address. indicated herein or as ' the. same may be changed from time to time. Such notice shall be deemed given on the: day on which personally served; or, if by mail, on the fifth. day after being posted or the date of actual receipt, whichever is earlier. City of Miami Consultant City of Miami Dr. Antonio Jorge 3500 Pan American Drive 311 SW 27 Road Miami, Florida 33133 Miami, Florida 33129 SS#: 265-64-529 B. Title and Paragraph headings are for convenient reference and are not part of this ~ . Agreement. 3 95- 831. z C. In the event of conflict between terms of this Agreement and any terms or j conditions contained in any attached documents, the terms in this Agreement shall Wile. D. 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. E. Should any provision, paragraph, sentences, words or phrases 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 provisions, paragraphs, sentences, words, or phrases shall be deemed modified to the extent necessary in order to conform with such laws or, if not modifiable to conform with such laws, 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. Ovvaership of Documents All documents developed by the CONSULTANT under this Agreement shall be delivered to CITY by said CONSULTANT upon completion of the services required pursuant to Article II hereof and shall become the property of CITY, without restriction of limitation on its use. CONSULTANT agrees that all documents maintained and generated pursuant to this contractual relationship between CITY and CONSULTANT n5" 03~ 4 a~(~YJi_ ~~ i~ ,~ ~ •~ shall be subject to all provisions of the Public Records Law, Chapter 119, Plorida Statutes. It-is further understood by and between the parties that any information, writing, maps, contract documents, reports or any other matter whatsoever which is govern by CITY to CONSULTANT pursuant to this Agreement shall at all times remain the Property of CITY.. and shall not be used by CONSULTANT for any other purpose whatsoever without the written consent of CITY. VII Nondelegabilit~ That the obligations undertaken by CONSULTANT pursuant to this Agreement shall not be delegated or assigned to any other person or firm unless CITY shall first consent in .writing to the performance or assignment of such service or any part thereof by another person or firma VIII Audit Rights CITY reserves the right to audit the records of CONSULTANT at any time during the performance of this Agreement and for a period of one year after final payment is made under this Agreement. Award of Agreement 5 95- 83~ .9' ~. - ~ ~ • ~ ~ ;CONSULTANT warrants that he/she has not employed or retained any person employed ' by the CITYof solicit ox secure this Agreement and that he/she has not offered to pay, >paid, ©r ,agreed to pay any person employed by the CITY any fee, commission percentage, brokerage fee, or gift of any kind contingent upon or resulting from the award of this Agreement. . X Construction of Agreement Thin Agreement shall be construed and enforced according to the laws of the State of Florida. XL Successors and Assigns This Agreement shall be binding upon the parties herein, their heirs, executors, legal representatives, successors, and assigns. XII Indemnification CONSULTANT shall indemnify and save CITY harmless from and against any and all claims, liabilities, losses, and causes of action which may arise out of CONSULTANT'S activities under this Agreement, including all other acts or omissions to act on the part of CONSULTANT, including any person acting for or on his/her behalf, and, from and 95- 831 6 '~ .` :..,1 '. .against any orders, judgments, or decrees which may be entered .from and against all costs, attorney's fees, expenses and liabilities incurred in the defense of any such claims, or in the investigation thereof XIII Confllict of ynterest A. CONSULTANT. covenants that no person under its employ who presently exercises any functions or responsibilities in connection with this Agreement has any personal financial interest, direct or indirect with CITY. CONSULTANT .further covenants that, in performance of this Agreement, no person having such . conflicting interest shall be employed.: Any such interest on the part of CONSULTANT or its employees must be disclosed in writing to CITY. B.. CONSULTANT. is aware of the conflict of interest laws of the City of Miami .(City of Miami Code Chapter 2, Article ~, Dade County, Florida (Dade County - Code Section 2-11.1) and the State of Florida, and agrees that it shall fully comply in all respects with the terms of said laws. XIV independent Contractor ~ . CONSULTANT and its employees and agents shall be deemed to be independent contractors, and not agents or employees of CITY, and shall not attain any rights or ~, ~ ~ ~I 95- ~~~L . _ __ _r :`d~ q ' ~ 1 benefits under the Civil Service or Pension Ordinances of CITY, or any rights generally afforded classified or unclassified employees; further he/she shall not be deemed entitled to the Florida Worker's Compensation benefits as an employee of CITY. X`6~ Termination of Contract ~ CITY retains the right to terminate this Agreement at any. time prior to the completion of the services required pursuant to Section II hereof without penalty to CITY. In that event; notice of termination of this Agreement shall be in writing to CONSULTANT, who shall be paid for those services performed -prior to the date of his/her receipt of notice of termination. In no case, however, will CITY pay CONSULTANT an amount in 'excess of the total sum provided by this Agreement. It is hereby understood by and between CITY and CONSULTANT that, any payment made in 'accordance with this Section to CONSULTANT, shall. be made only if said CONSULTANT is not im default. If said CONSULTANT is in default, then CITY shall in no .way be obligated and shall not pay to CONSULTANT any sum whatsoever. XVI Nondiscrimination s 4~- ~~1 ,,,, _~ . . ~OI~SUL'TANT agrees that it shall not discriminate as to race, sex, color, religion, age, marital status, or national origin or handicap in connection with his/her performance under; this Agreement. X~ Minority Procurement Cotn~liance CONSULTANT acknowledges that he/she' has been furnished a copy of Ordinance No. ;10062; the Minority Procurement Ordinance of the City of Miami, and agrees to comply with a11: applicable substantive. and procedural provisions therein, including any amendments: thereto. X~II Contingency Clause Funding .for this Agreement is contingent on the availability of funds and continued authorization for program activities and is subject to amendment or termination-due to lack of funds, authorization, reduction of funds, and/or change in regulations. XIX Default Provision In the event the CONSULTANT shall fail to comply with each and every term and condition of this agreement or fails to perform any of the terms and conditions contained 9 95- 831 Mx~ . III 1 ' • herein then, CITY, at it`s sole discretion and in addition t~ other remedies available to it bylaw, upon written notice to CONSULTANT, may cancel and terminate this Agreement and all payments, advances, or other compensation paid to CONSULTANT by CITY while CONSULTANT was in default of the provisions herein contained, shall be forthwith returned to CITY. Entire Agreement This instrument and its attachments constitute the sole and only Agreement of the parties hereto relating to said grant and correctly sets forth the rights, duties, and obligations of each to the other as of its date. Any prior agreement, promises, negotiations, or representations not expressly set forth in the Agreement are of no force of effect. ~XI Amendments No amendments to this Agreement shall be binding on either party unless in writing and signed by both parties. In Witness Whereof, the parties hereto have caused this instrument to be executed by the perspective officials thereunto duly authorized, this the day and year first above written. City of Miami, a municipal ~ corporation of the State of ATTEST: Florida Walter Foeman, City Clerk By: Cesar H. Odio City Manager 10 95-° ~3~ ,~ "~ •~ . ATTJEST: Consultant: A. Faster Higgins & Ca, Inc. Kenneth A. Kent, ACA, EA By: John N. Feldtmose Managing Consultant President APPROVED BV: Olga Raffiirez-Seijas Assistant City Attorney APPROVED AS TO FORM AND CORRECTNESS: .Frank K. Rollaso~n, Deputy Fire Chief Risk Manageffient Department APPROVED AS TO LEGAL FORM AND CORRECTNESS: `1 - - A. Quinn Jones City Attorney 95- 8131 ~ / C wI' ....,~ .. • pROir>ass*ONA. SF,RV2cES AcR~Ea~i~rCCt -t~ A±•- !~ 33 ~~~Q i 7 I r',•; ~~ i CITY1~,~(.I:E:if Thia Agreement entered into thin oT__~_''b day ~o~r C~ e~t~,~ , -.1989 by and between the. CITY OF MiAMi, a municipal corporation of the State of Florida, hereinafter referred to as "CITY", and Qg,, AN'P~NYC] JbA,~, an individual, hereinafter referred to ae "CONSULTANT." • ~'.NESSETH t .:t... _ WHEREAS, the City Manager is authorised to employ individuals on a contractual task related basis in lieu of hiring full-time or part-time employeee provided that ouch contractual task related .services ors within the currently adopted appropriations of.the City of Miami; and WHEREAS, the City. desires to reorganize. the various City Departments to reduce costa and improve efficiency; and WHEREAS, the CONSULTANT is knowledgeable and has experience in »••- -r-~-~- ,the .areas of manaq®ment organization and planning; .NOW, THEREFORE, in consideration of the mutual covenants and obligations herein contained, and subject to the tesma and conditions hereinafter stated,-the parties hereto understand and "' agree as follows: • TEBMs • The term of this Agreement shall commence on October 1, 1989 and shall terminate September 30, 1990. WHEN RerutinmC ruic ; .1 ~ PLEASE IRENTIfY A. ~~ 95-~ 83~. ~~ ~ff i { i- i r t II. SCOPE OF SERVICESe CONSULTAN'1"e~ill serve as an advisor to the City Manager in all matt®rs concerning planning, devalopma~nt, management, policy design end implementation in the reorganisation of various City departments, as well as on budget related issues. III. COMPENSATIONS A. CITY shall pay CONSULTANT, as maxin-um compensation for the. services rendered pursuant to Article II hereof, nn amount not to exceed forty eight thousand dollars ($48,000.00). B. Such compensation shall be paid upon submission of an invoice - twelve (12) monthly payments of four thousand dollars ($4,000.00) each for a total amount of forty eight thousand dollars ($49,000.00). C. CITY shall have the right to review and audit the time records. and related records of CONSULTANT pertaining to eny payments of the CITY. IV. Any consulting-services contract by the CONSULTANT shall be the responsibility of the CONSULTANT and the CITY hereby nssumes no obligations for such services. The CONSULTANT agrees to carry out the services as prescribed in Article II of this Agreement in a lawful, satisfactory, and proper manner and shall assure that all terms of the contract are met. V. Both parties shall comply with all npplicable lava, ordinances and codes of federal, state and local governments. R • ~~- 831 _.r VT. ;: •.: . f ' ~ . ~~ ~' .....{ ~.; . ~- _ . ~ . t91~NER_1-t• c'b CIITIONC A. All notices or athex communications which shall or may be :given pursuant to this Agreement shall be in writing end shall be delivered by personal service, or by registered mail addressed to the other party at the address indicated herein or as the same may be changed from time to time. Such notice shall be deemed given on the day on which personally nerved= os, if by mail, on the fifth day after being posted or the date of actual receipt, whichever is earlier. ~~ITY OF MIAMT CONSULTANT 3500 Pan American Drive Dr. Antonio Jorge Miami, ..Florida 33133 311 3.W. 27th Road Miami, FL 33129 SS#s 265-64-5289 8. Title and paragraph headings are for convenient reference and are not a part of thin Agreement. C. in the event of conflict between the terms of this Agreement and any terms or conditions contained in any attached documents, the terms in thin Agreement shall rul®. 0. No waiver or branch of any provision of thin 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. E. Should any provisions, paragraphs, sentences, words or phrases contained in thin Agreement be determined by a couxt of competent jurisdiction to be invalid, illegal or otherwise unenforceable ander the laws tof the State of Florida or the City of Miami, ouch provisions,. paragraphs, sentences, words or phrases shall be deemed modified to the extent necessary in order to conform with such laws, then same shall be deemed severable, and in A either event, the remaining terms and provisions of thin q Agreement shall remain unmodified and in full force and effect. '~ 95-- 83 ~. ~9 VII. .;: . '~.: OWNS SHIP OF DOCti~NTS All. documents developed by CONSULTANT under this Agreement shall b® delivered ka CiTY by said CONSULTANT upon completion of the.servicea .required pursuant to Article IY hereof and shall become the property of CITY, without restriction or limitation on its use. CONSULTANT ngreea that all documents maintained and generated pursuant to this contractual relationship between CITY and CONSULTANT shall bs subject to ell provisions of the Public Records Law, Chapter 119, Florida Statutes. It is further-understood by and between the pnrtiea that any information, writings, maps, contract documents, reports or any other matter whatsoever which is given by CITY to CONSULTANT pursuant to this Agreement shall at all times remain the property of CITY and shall not be used by CONSULTANT for eeny other purpose whatsoever without the written consent of CITE. VIII. - ~jQNDFiFCA~IL•ITY t That the obligations undertaken by CONSULTANT gursuant to this Agreement shall not be delegated or assigned to any other person or firm unless CITY shall first consent in writing to the performance or assignment of such service or any part thereof by ~I another.peraon or firm. V I IS. AUDIT RIGFi'1'S: s City reserves the right to audit the records of CONSULTANT at . any time during the performance of this Agreement and for n' period of one year after final payment is made under this Agreement. a a 95- X31 4 .-~. X. AW1~RD OF AC3RSEMEHTe CONSULTANT warrants that it has not employed or retained any person employed by the CITY to solicit or secure this Agreement and that it has not offered to pay, paid, or agreed to pay any person employed by the CITY any fee, commission percentage, brokerage fee, or gift of nny kind contingent upon or resulting from the award of this Agreement. xI. CONSTRUCTION OF AGR_FEMENTe This Agreement shall be construed and enforced according to the laws of the State of Florida. XII. ;.._ „"._~,.~, RflC_C`RS$ORS AND ASSIGNS t This Agreement shall be binding upon the parties herein, their ._,: heirs, executors, legal representative, successors, and assigns. XIII. - '~j~IDEMNIFICATIONs CONSULTANT shall indemnify and save CYTY harmless from and _ against any and nll claims, liabilities, losses, and causes of nction which may arise out of CONSULTANT'S activities under this Agreement, including all other acts or omissions to act on the part. of CONSULTANT, including any person nctinq for or on its behalf, and, from and against any orders, judgments, or decrees which may be entered and from and against all costs, attorney's ~s fees, expenses and liabilities incurred in the defense of any such claims, or in the investigation thereof. XIV. • CONFLICT OF INTEREST, ~ CONSULTANT is aware of the conflict of interest laws of the City of Miami (City of Mia~. Code Chapter 2, Article V), Dade F 95- 831.a>~ .~ J~~ County,-Florida (Dade County Code Seotion 2-11.1) and the State ~~ of Florida, and agrees that it will fully comply in ail respectb i with the terms of said lawb. XV. ~ INDEPENDENT CONTRACTOR: ~ CONSULTANT and its employees and agents shall be deemed to be independent contractors, and not agents or employees of CITY, and shall not attain any rights or benefits under the Civil Service or Pension Ordi~nancea of CITY, or any rights generally afforded • clnsaified or unclassified employeeb; further he/she/they shall nod be .deemed entitled to the Florida Workers' Compensation ~ benefits as employees of CITY. _ XVI. TERMINATION OF CONTRACT: CITY retains the 'right to terminate this Agreement at any time prior to the completion .of the services required pursuant to paragraph II hereof without pennlty to CITY. In that event, , notice of termination of this Agreement Bhnll be in writing to ..CONSULTANT, who shall be paid for those services performed prior to the date of .its receipt of the notice of termination. In no cage, however, will CITY pay CONSULTANT an amount in excess of the total sum-provided by this Agreement. ~ _ It is hereby understood by and between CITY and CONSULTANT that any payment made in accordance with this Section to 'CONSULTANT shall be made only if said CONSULTANT is not in default under the terms of this Agreement. if CONSULTANT is in default, then CITY shall be in no way obligated and shall not pay . to CONSULTANT any sum whatsoever. XVIT. NON-DIECRIMINATIONt 6 CONSULTANT agrees. that it shall not discriminate ns to race, sex, color, creed, national ~igin or handicap in connection with its performance under this Agreement. 9L~~ 831 .., y JIiII ~ I . CONSULTANT acknowledges that it has been furnished n copy of Ordinance No. iQ062, the Minority Procurement Ordinance of the City of Miami, and agrees to comply with all applicable substantive and procedural provisions therein, including any amendments thereto. - XIX. - cONTiNGFNGY GL•AC-SF s •' Funding for this Agreement is contingent on the availability of funds and continued authorization for program activities and is subject to amendment or termination due to lack of funds, or authorization, reduction of funds, and/or change in regulations. XX. DFFACt1'•T_PR~VI4IdN s • In the event that CONSULTANT shall fail to comply with each and every term and condition of thi~~Agreement or fails to perform any of the terms .and conditions contained herein, then ~ CITY, at its sole option, upon Written notice to CONSULTANT may, ~..- - - cancel and terminate this Agreement, and all payment, advances, or other compensation paid to CONSULTANT by CITY while CONSULTANT . . was in default of the provisions herein contained, shall be forthwith returned to .CITY. ~ •.~ a~ XXI. 4 AMENDMFNTSs . No amendments to this Agreement shall be binding on either party unless in writing and signed by both parties." - A .. 95- 831 • %XII. . ~.NT2RE AGREEMENT: This instrument and its attachments constitute the sole and only Agreement of the parties hereto relating to said grant and .correctly sets forth the rights, duties, and obligations of each to the other as of its date. Any prior agreements, promisee, negotiations,. or representations not expressly set forth in this Agreement are of no force or effect. IN WITNESS WHEREOF, the parties hereto hove caused this instrument to be executed by the respective officinls thereunto duly autharized, this the day and year first above written. CITY OF MIAMI, a municipal Corporation of the State of Florida ATTEST: L . ~ ~ ~ By • tty ai, City Clerk Cesar H. Odio, City Manager WITNESSESs CONSULTANT - ~--^_ Dr. Antonio Jorge an individual APPROVED AS TO INSURANCE REQUIREMENTS ~'~ Sequndq~erez Insu~ nce Man e 95- 831 / ~'~`°7 ~-- -...~ tt/pS • • lEr"' '+OCl1N:Nt Lbfr fppM . .• .: :3 • R+et a- Hrtttuttt~~'T~r;~ l~~~: ,~,;~ • y ~d Rec,n+nt ltPet r% •• • wh:+t,(la,~.,._ ~ 1Ja1. cx. 1..1+~,e ~r.~ ~r~r. Z, ~•l'le.C'.T w{tttttd.tats~.c+ ~ ~ ~ hcltlttt J e+teltlt -y'f--~~~ ~/~~t~ ~t~ P+Ptrton! S tePtMthntnett lento! qnM Ipe+tlen+lt ~ L!'S t TttepMnet ~~./lam GL • r ` ~R t ~~ P R ~C t - tenl+ct P+rtu Utilwry(i e et • tltP i 0+te •Rec. Rt Npr't Qllat i •SIpnN PI N+naetrt ~ ~ C~ 8' 8` •attttt./ GI at, aert, g' ~ d ~-w r. •RelonN b /qt./etficet -Pl+tslhtedt 7 f ~1 '.J~~ . lettialt AtlMrI+N q Rtw1eNM Ms. ~~~ • ientilep b ataN+Plt !e wet tAt tetlciHtN etpennf. All Cltt reeelrtweb Rtte ieen qt aN !At dxwentltl I+Nre) r e+dt Ier enaltee. ~~ We1tIMe1 RslH: - - , Olrettar •O+te J~~~~l A MMdAfrh/!• ~~'` ~~~" A h ~:_~ - • • r s5- ss1 ~~ : ~ ~ Cttr OF Iu:AI+M. f1011N1A ' ' % ~"`eEl1•gMrICE IylEMOl1ANCgJM .. .. ... 1 , ro caries BaLLth wn Anguat S, 14SI -at 6i-3 Aeelatent Clty Managox . •uaxa Profereional 8efcvicab Agtee: Dr. 7intonlo Jorge \+~ nrou Glnda Relly Keerao~~+ ~r~~s Aaaiataht City Attorh caawwo Bhcloaed pleaoe find the captioned Agreement which has been pcoperly executed by the Ciey Attorney and approved ea to form and corteetneu. it you should have any further queationa regarding ehis Agreement, plesae feel free to contact me at 6100. LRR/pb Cneloaura i . ;, I • R ~ ,_; ~~ .. PRjieESEibNAI SEAYtCES A6REEMEiIt . this Agreement entered into tt+if ~,'lday of ,=-•~~o.~r' , .`~ 1988 by and between the Ctt1 Of MtAMt, a slunlc1p11 eorpbratlon et tke State of fior/da, hereinafter referred to .es "CiTT`, and br. Antonio JorgE, en tndtvldual, hereinafter referred to as "CONSULTANT". NITNESSEtN: MHEREAS, the City Manager to authorlted to employ individuals on a contraetuel task reieted basis in ilea of htring Pull•ttme or part time employees provided that such eantraetual task related services are within the currently adopted epproprtatlons of the City of Miami; end MHEREAS, the Ctty desires to reorganise the various City departments to reduce personnel costs and improve eff/eleney; and MHEREAS, the CONSULTANT is knowledgeable and has experience 1n the areas of management organlietton end planning; NON, TNEREfORE, to consideration of the mutual covenants and obligations herein eontatned, and sub,teet to the. terms and conditions hereinafter stated, the parties hereto understand and agree as follows: i. TERM: The term of this Agreement shall commence on October 1, 1988 and shall terminate September 30, 1989. II. SCOPE OF SERVICES: CONSULTANT will serve as an advisor to the C/ty Manager 1n all mattes concerning planning, davelopmont, management, policy design and implementation 1n the reorgani:atlon of various City departments, as well as on budget related issues. a 11'IIF1 RETI'u •.1~•; ... •n ... W.~Iy.R ). r/ ~/ ^W~ .. 'T 95° 831 ~~ tONPENSATION~ A. CITY rhrt) pry CON5ULTANT, it waxlwu• eowpenration for the sewlees required pursuant to Artlcte tt hereof. en awount not to exceed forty eight thourand dollars (548,000.00) 8. Such cowpensatlon sheTt be patd upon suDwisslon of an lnvoite - twelve (12) wanthty paywents of fd,000 each for e total awount of SiB,000. C. CITY rhatt have the right to ravier and audit the Ltwe recordr and reiated records of tONSULTANT pertaining to any paywents of the CITY. !Y. 08LIGATIONS OF CONSULTANT Any consulting services contract Dy the CONSULTANT shall be the rasportsiblltty of the CONSULTANT and the CITY hereby assuwea no oDligatlons fer such services. The CONSULTANT agrees to carry oui the services of prescribed 1n Article iI of Lhts Agreewent in a lawful. sattsfectory, and proper wanner and shall assure that all terws of 4he contract are wet. Y. COMPLIANCE MITN FEDERAL, STATE AND LOCAL LAMS: Soth parties shall cowpty w14h all applicable lens, ordinances end codes of federal, state and local governwents. YI. GENERAL CONDITIONS: A. A11 notice of other cowwunteatlons which shall or way be given pursuant to this Agreewent aha11 be in rrtting end shall De delivered by personal service, or by registered wait addressed to the other party at the address indicated herein or as the save way De changed frow tfwe to ttwe. Such notice shall De deewe8 given on the day of which personally served; or, it by wall, on the fifth 4ay after being Dosted or the date of actual receipt, whichever is caviler. w 95- 831 1;.' ,.. ~, CITY OF Mi'~" CONSULTANT 350D Fan A!. ,can Orive Or. Antenttl JarOe Mta~t, fterida 33133 311 i. M. 2Tth !read M1ari, Flerida 33124 5. title and paragraph headings are for eonrentent re'ferenee and are hat a part of this Agree ant. C. 1n 4he event of conf}te4 between the teas o! this Agreuent and any terra or conditions contained to any attached docusents, the term: to this Agreuent shall ruts. 0. No carver or breach of any prorlslon of this Agreuent shall eons titute a ra!var of any euDSequent breach of tha sate or acy other provtaton hereof. and no rawer ahalt De effeetlva unless •ade to rrittnq. E. Should •ny pravislona, paragraphs, sentences, words ar phrases contained 1n this Agreuent De deteretned by a court of ea~petent ~urisdtetlon to be invalid, Mega) or otherrlte unenforceable under the laws of the State of Florida or the C1ty of M1 ut, such provisions, paragraphs, sentences. cords or phrases shall De dewed oodifted to the extent necessary in order to conflr^ with such tars, or if not ^odlficaDle to contor^ with such tars, then sue shall De dee~ed sereraDle, and in a/thaw event. the reulning teas and provisions of this Agreuent shall renatn unwtodltted and in full force and effect. YII. ONNERSNIP OF DOCUMENTS A11 docuaants developed by CONSULTANT under tA1s Agreuent shall be delivered to CITY Dy sa9d CONSULTANT upon eo~pletton of the serrlees required pursuant to Article II hereof and shalt beco~e the property of CITT, without restriction or lt~ttatlon on 14s use. CONSULTANT agrees that ail doeuoents satntained and genera4ed pursuant to this contractual relattonshlp between CITT end CONSULTANT shall be suD~eet Lo all provisions of the PuDtte Records Law, Chapter 119, Florida Statu4es. A1' K 1~ 95- 831 ~",~ . !t is further u' ~~''ltead by and between the parties that eny. ' information, rrltiny., •apa, eohtract deeu~ents, reports or any other matter rhattoever which 1a g!'ven by City to COMSUL4AN7 pursuant to this Agreement snail at all times resH n the property of CITY and anal) hot b! used by CONSULTANT for any othlr purposes whatsoever without the written consent of CITY. ' ~IIt. NDN~DELEGAAfLiTY: That tAe obligations undertaken by CONSULTANT pursuant to lhtf Agreement shall not be del:gated or assigned to eny other person or firm unless CITY :hr1i first consent 1n writing to the performance or assignment of such service or •ny part thereof by another person or firm. IY. AUDIT RIGHTS: L1ty reserves the right to audit the records of CONSULTANT at any time during tAe periormanee of this Agreement and for a period of one year attar f/nal payment 1s made under this Agreement. x. ANARD OF AGREEMENT CONSULTANT warrants that It has not employed or retained any person employed Dy tAe CITY to solicit or secure this Agreement and that tt has not offered to pry, paid, or agreed to pay any person employed by the CITY any fee, commission p~reentage, brokerage fee, or gift of eny kind contingent upon or resulting from the award of this Agreement. XI. CONSTRUCTION OF AGREEMENT: Thta Agreement shalt be construed end enforced eccerding to the laws of the State of Florida. XII. SUCCESSORS AND ASSIGNS: Th/s Agreement shalt be D1nding upon the parties herein, their. heSrs. executors. legal repreaentatlve; successors, and assigns. 1 S gar ~~i -~ ~, ,. ,j ,• xttl. iNOEMNtFtCATtON: CONSULtANT shall indemnify and ssvl CttT hrr~lsss ire+a lnd against any and sit claims, 11aD111ttet, losses, •nd closes of action which mly lrlse aut of CONSULTANT'S activities under this Agreement, including ail other act: or omltsions to act on the part of CONSULTANT, including any person leting for or on its behalf, and, from and against any orders, ,lodgments, or decrees which may ba ante red and from lnd agalnsi all eo al. attorneys' fees, expenses and 11aD11141es incurred 1n the defense of any sucA ctalms, or to the lnves4/gatlon thereof. xtv. CONFLICT OF INTEREST: CONSULTANT is aware of the confilct of interest laws of the CSty of M1am1 (C1ty of M1am1 Code Chapter 2, Articie Y), Dede County. Ftorlda (Dade County Code Section. 2-11.1) and the State of Florida, and agrees that 14 x111 fully comply in all respects with the terms of Bald lass. XY. INDEPENDENT CONTRACTOR: CONSULTANT and Its employees and agents shall be deemed to be independent contractors, and not agents or employees of CITY, •nd shalt not attain any rights ar benefits under the C1v11 Serrlee or Pension"Ordinances of CITY, or any rights generally afforded elnaslfled or unclassified employees; further he/she shall not be deemed entitled to the Florida Morkers' Compegsetlon benefits as an employee of CITT. XYI. TERMINATION OF CONTRACT: CITT retains the right to terminate this Agreement at any time prior to the completion of the services required purluent to paragraph II hereof al4hout penalty to CITT. In that event, notice of termination of this Agreement shall be in writing to CONSULTANT, who shall be paid for those services performed prior to the date of its receipt of the notice of termination. In no a. a n 95- 831 /'~~ •°-, , else,' however, will "°tT pay CONSULTANT an amodot In excess of the total aum provic ey this A~nawtent. It is hereby understood Dy end Detweeh CiTT and CONSULTANT - 4hat any payment made in reoordahee w1tA this SectioA to CONSULTANT shall be made only if said CDN5•ULTANT if net 1n deteutt under the farms of this Agreement, 1f CONSULTANT 1s in default, then CiTT shall 1n no way be obitgated and shall not pay to CONSULTANT any sum whatsoever. %YII. NON-DISCRIMINATION: CONSULTANT agrees that it shat) not discriminate as to race. sex, color, creed, national orig/n or handicap 1n connection xith its performance under thlt Agreement. • XYtII. MINORITY PROCUREMENT COMPLIANCE: CONSULTANT acknowledges that it has Deen furnished a copy of Ordinance No. 10062, the Minority Procurement Ordinance of the City of Miami, and agrees to comply with all applleaDle suDstentive end procedural provtslons therein, including any amendments hereto. XIX. CONTIN6ENCT CLRUSE: funding for this Agreement 1a tontingent on the avetlab111ty of funds end con49nued authorization for program activities and to subject to amendment or termination due to lack of funds, or authorization, reduction of funds end/or change in regulations. xx. DEFAULT PROYISYON: In the event that CONSULTANT shall fell to comply with each and every term and condition of this Agreement or tails to perform any of the terms end conditions contained Aereln, then CITY, at its sots aptton, upon written notice to CONSULTANT may cancel end terminate this Agreement, and cell payments, advances, or other compensation paid to CONSULTANT Dy CITY white CONSULTANT was in default of the provtsians herein contained, shalt be r .. 9~' ~3.~ :_~ i -~., fttrtAalth returned;-"'y;tt~. X%i. _~ AMENOiIENfS: No arendnents to this Agreeaent shall be binding on'etther • pahty unless 1n writing and signed Dy both pertles. IN MITNESS MNEREOF, the pertles hereto have Caused this instruaent to be executed by the respective offletets thereunto duly authorized, this the day end year first above written. IfXII. ENTIRE AGREEMENT TAis lnstruaent and its attaehaents constitute the sole end only Agreeaent of these pertles hereto and correctly sets forth the rights, dut/es and obl1gations of each to the other as of its date. Any prior agreeaent, proalses, negotiations, or representation:.not expressly set forth in this Agreeaent are of no force or effect. CITY OF NiAMI, s aunlelpai ' Corporation of the State of ATTEST: Florida // MITNESS CONSULTANT: DR. ANTONIO JORGE, an ,~~• individual G BY:~ 0!L ll~~ . ~-- r. n on o o e, ~• ~c~sr~~o.csu.~o v1 d APPROVED AS TO FORM AND APPROVED AS TO INSURANCE CORRECTNESS: REQUIREMENTS: ge rnan ez :CGER"~ CI ATTORN Y a1 95- 831 `~3 `~ . t, s , ,~ ?~ • ` P> •,~ ~ ~n AMENDMENT +1'I ~ 1•° ~ ~ ... ,?: ?3 This is an Amendment to an Agreement • dated. the o7.,!`'Y~ dey of 4n.PrJio.~Y , 198x, by and betwebnl ~ the+'~•Ci',r,X OF MIAMI, a municipal corporation of the State of Florida, (hereinafter • "CITY"), and Dr. Antonio Jorge, (hereinafter "CONSULTANT")= WITNESSETHt WHEREAS, the parties agreed that changes to the original • - Agreement wo~;ld be mutually agreed upon and incorporated in writing. NOW, THEREFORE, the parties agree to amend the Agreement as followss~~ 1. Article I shall be amended to read as follows: The term of this Agreement shall commence on December 15, 1987 and shall-terminate September 30, 1988. 2. Article III, paragraph A shall be amended to read as .follows: ~, A. CITY shall pay CONSULTANT, as maximum compensation for the services required pursuant to Article II hes`eof, an 1 '. amount not to exceed Thirty Faur Thousand Dollars .~; ($34,000.) - - 3. :Article TII, paragraph B(Z) shall be amended to read as follows: (2) Upon submission of an invoice, monthly payments shall be made as followss - a. December 15, 1987 -May 15, 1988 - $ 3,000 per month b. May 16, 1988 -September 15, 1988 - $ 4,000 per month - c. Upon completion of ehe services S 2,000 TOTAL .x$33,000 IT IS FURTHER UNDERSTOOD TAAT ALL CONDITIONS OUTLINED UNDER' • '=~~-~ THE ORIGINAL AGREEMENT DATED ~,Pd,QGy oZ•i~ , 19~ SHAi,L REMAIN IN - FULL FORCE AND AFFECT WITAOUT MODIFICATION EXCEPT TQ THE EXTENT • M®DIFIED HEREIN. • , . ~~ - WH(s~ RETC'R~I~G F(1R FI RTHER Lt~;~ tEW, PLEASE WN:\1'lFY AS ` r-9~5 . ~'3 ~ ,_ 1 . t~ C. a. != ,• • i9T7'NESS• our hands and seals this ,/,~~f day ot~'~'dd:cLS'y"' , •1988« City pF MIAMI, a municipal CorpoYation of the State of ATTEST: Floride ~r y i p~-J.,. MAT Ii RA CESAR H . ODIO J/: City Clerk ~ City Manager WITNESSESs CONSULTANT: Dr. Antonio Jorge an individual 9Y / ..... ce-~-. f ~ "T ~ •~ --Dr. Antonio Jorge ~. Ind lly APPROVED AS TO FORM AND CORRECTPIESS: ''pappOV~'~ ^,=: *n .. r JO GE FE ANDEZ "'"""°~ Ci y Attorn y LKR/pb/P008 7/ZS/88 10:30 a.m. .,. I r n -2- 95- 83i ~= • . , ~ •, ' ' . '• PRCFESSIIlL`~EQ1~~,~ AGREEMENT 6~~:9 FE9 ,3 d p~~ , .8~ • This Agreement entered ;~~~~~~~~~.--- day of ~.cd_r~tdl'~~, `OF+'1;n1,~~I, a municipal corppor~-atL~i~''on of 1988 by and between the C~Afi~,;. MI„~.:., A. the State of Florida, hereinafter referred to as "CITY", and Or. Antonia, Jorge, an individual, hereinafter referred to as "CONSUL.TANT". WITNESSETHt WHEREAS, the City Manager 1s authorized to employ individuals on a contractual task related basis 1n lieu of hiring full-time or part-time employees provided that such contractual task related services are within the currently adopted appropriations of the C1ty of Miami; and WHEREAS, the City desires to reorganize the various City. departments to reduce personnel costs and improve efficiency; and WHEREAS, the CONSULTANT is knowledgeable and has experience in the areas of management organization and planning; NOW, THEREFORE, in consideration of the mutual covenants and obligations herein contained, and subject to the terms and conditions hereinafter stated, the parties hereto understand and agree as follows: I. TERM:. The term of this Agreement sha11 commence on December 15, 1987 and sha11 terminate September 15, 1988. II. SCOPE OF SERVICES:. CONSULTAPIT wi11 serve as an advisor to the City Manager in all matters concerning planning, development, management, policy design and implementation in the reorganization of various City departments, as well as on budget related issues. . ~ ~ #88-079 95~ 831 r ~' ~~ ~, III. i, ~' COMPENSAt10N: , A. CITY shall pay CONSULTANT, as maximum compensation for the services required pursuant to Article I1 hereof, ah ~4 amount not to exceed twenty five thousand dallars (525,000.00) B. Such compensation shall be paid on the following basis: I1) Upon complete execution of the contract by all parties and submission of an invoice - SI,000.00 (2) Upon submission of an invoice - eight (8) monthly payments of S3,000 each for a total amount of 524,000. C.. CITY shall have the right to review and audit the time ! records and related records of CONSULTANT i pertaining to any payments of the CITY. _ IV. OBLIGATIONS OF CONSULTANT Any consulting services contract by the CONSULTANT shall be .the respons9bility of the CONSULTANT and the CITY hereby assumes no obligations for such services. The CONSULTANT agrees F to carry out the services as prescribed in Article II of this Agreement in a lawful,`satisfactory, and proper manner and shall ' assure that all terms of the contract are. met. Y. COMPLIANCE MITN FEDERAL, STATE ANO LOCAL LAWS: Both parties shall comply with all applicable laws, ordinances and codes of federal, state and local governments. YI. GENERAL CONDITIONS: A. A11 notice of other communications which si~a11 or may be given pursuant to this Agreement shall be in writing and shall be de7lvered by personal service, or by. registered mail addressed to the other party at the address .indicated herein or as the same may be changed from time K to time. Such notice shall be deemed given on the day of 95- X31 ~Y v~,.. i ,. .ti:..-. ,:;~ -; 1 ~whlch personally served; or. if by mail, on the fifth day after being posted ar the date of actual receipt', .whichever is earlier. CITY OF MIAMI CONSULTANT 350A Pan American Orive Or. Antonio Jorge Miami, Florida 33133 311 S. W. 27th Road Miami, Florida 33129 8. Title and paragraph headings are far convenient reference .and are .not a part: of this Agreement. C. In Lhe event of conflict between the terms of this Agreement .and any terms or condittons contained in any attached documents, the terms fn this Agreement shall rule. 0. No;waiver or breach of any provision of, this Agreement .shalt 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. E. Should any provisions. paragraphs, sentences, words or phrases 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 provisions.. paragraphs, sentences, words or phrases shall be deems d modified Lo the extent necessary in order to confirm with such laws, or if not modificabie to conform with such taws, 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. VII. OWNERSHIP OF DOCUMENTS ' A11 documents developed by CONSULTANT under this Agreement shall be delivered to CITY by said CONSULTANT upon completion of the services required pursuant to Article II hereof and shall a R 95- 831 3`1 Ime the, property of CITY wlthoui~~striction ar limitation on its use. '' CONSULTANT agrees that all docuMents~ maintained and generated pursuant to this contractual relationship between CITY and CONSULTANT shell be subject to all provisions of the Public ~ Records Law' Chapter 11g, Florida Statutes. _ It 1s further .understood by and between the parties that any. information. writings, maps, contract documents, reports or any ~.;:. other matter whatsoever which is given by CITY to CONSULTANT `pursuant to this Agreement sha11 at all times remain the property .. ,_ of CITY and sha11 not be used by CONSULTANT for any other 1 ~ " purposes whatsoever without the written consent of CITY. VYII. NON-DELEGABILITY: That the obligations undertaken by CONSULTANT pursuant to this s: - Agreement sha11 not be delegated or assigned to any other person or firm unless CITY sha11 first consent in writing to the performance or assignment of such service or any part thereof by another person or firm. IV. AUDIT RIGHTS: City reserves the right to audit the records of CONSULTANT at any time during the performance of this Agreement and for a pe N ode of one year after final payment is made under this Agreement. X. AHARD OF AGREEMENT CONSULTANT warrants that it has not employed or retained any person employed by the CITY to solicit or secure this Agreement and that it has not offered to pay, paid, or agreed to pay any person employed by the CITY any fee, commission percentage, S brokerage fee, or gift of any kind contingent upon or resulting from the award of this Agreement. XI. CONSTRUCTION OF AGREEMENT: - . This Agreement sha11 be construed and enforced according to the Maws of the State of Florida. .7~'- Oa~l 'y; r ~ --~.~ ' XII. _.._.~ . 5000ESSORS AND ASSIGNS: , This Agreement shall be binding upon the parties herein, their heirs, executors, legal representative, successors. and assighs. . XYII. YNDEMNYFICATION: CONSULTANT shall indemnify and save CITY harmless from and against any and all claims, 11ab11iLies, losses, and causes of _. action which may arise out of CONSULTANT'S activities under this Agreement, including all other acts or omissions to act on .the '~ part of CONSULTANT, including any person acting for ar on its behalf, and, from and against any orders, Judgments, or decrees which may be entered and from and against all costs, attorneys' fees, expenses and liabilities incurred in the defense of any such claims, or in the investigation-thereof. _ XIY. CONFLICT. OF INTEREST: CONSULTANT is aware of the conflict of interest laws of the City of .Miami (City of Miami Code Chapter 2, Article Y), Dade <County, Florida .(Dade County-Code Section 2-11.1) and the State of Florida, and agrees that it will fully comply in all respects with-the terms of said laws. r XY. INDEPENDENT CONTRACTOR: CONSULTANT and its employees and agents shall be deemed to be independent contractors, and not agents or employees of CITY, and shall not attain any rights or benefits under the Civil Service or Pension Ordinances of CITY, or any rights generally afforded classified or unclassified employees; further he/she shall not be deemed entitled to the Florida Norkers'.Compensatlfln benefits as an employee of CITY. , XVI. TERMINATION OF CONTRACT: ~ CITY retains the right to terminate this Agreement at any time prior to the completion of the services required pursuant to R 95- psi ' ~~ . p. agrap,h ~, I I fiereof without penal t, to CITY. In that rvrnt, notice of termination of this Agrermrht shall be in writing to • CONSULTANT, who shall br paid for those services performed prier to the date; of its receipt of the notice of termination. In no ' case, however, will CITY .pay CONSULTANT an amount in excess of the total sum provided by this Agreement. It is hereby understood by and between CITY and CONSULTANT that any -payment fnade in' accordance with Lhis Section to CONSULTANT shall be made only if said CONSULTANT is not in default under the terms of this Agreement. Yf CONSULTANT is in default, then CITY shall in no wey be obligated and shall not pay to CONSULTANT any sum whatsoever. XVII. NON-DISCRIMINATION: CONSULTANT agrees that it shall not discriminate as to race, sex, color, cued, national origin or handicap in connection with its performance under this Agreement. XVTII. MINORITY PROCUREMENT.COMPLIANCE: CONSULTANT acknowledges .that it has been furnished a copy of Ordinance No. 10062, .the Minority Procurement Ordinance of the City of Miami, and agrees to comply. with all applicable substantive and procedural provisions therein, including any amendments thereto. XIX. CONTINGENCY CLAUSE: Funding for this Agreement is contingent on the availability of funds and continued authorization for program activities and , is sub3ect to amendment or termination due to lack of funds, or ~. authorization, reduction of funds and/or change in,~egulations. XX. ~ , DEFAULT PROVISION: In the event that -CONSULTANT shall fail to comply with each and every term and condition of this Agreement or fails to A -pe%form any of the terms and conditions contained herein, then 95- ~3~. { !, ~. i r ~ XXI. AMENDMENTS: No amendments to this Agreement shall be binding an eithe r party unless 1n writing and signed by both parties. IN WITNESS WHEREOF, the parties hereto have caused this instrument to be executed by the respective officials thereunto duly authorized, this the day and year first above written. XXII. C: ~~, a~ i,ts sole option, upon wr1t~ ,~ notice to CONSULTANT may cancel and terminate thts Agreement, and ¢11 payments, advances, or other compensation paid to CONSULTANT by CITY while CONSULTANT was in default of the provisions herein contained, shall be forthwith returned to CITY. ENTIRE AGREEMENT This instrument and its attachments cons~itute the sole and .only Agreement of these parties hereto and correctly sets forth the rights,, du ties and obligations of each to the other as of its date. Any prior agreement, promises, negotiations, or representations not expressly set forth in this Agreement are of no force or effect. CITY OF MIAMY, a municipal • Corporation of the State of ATTEST:. AIM ' ~~ APPROVED AS TO INSURANCE ,REQUIREMENTS: R .t ~ Florida BY: • e CONSULTANT: OR. ANTONIO JORGE, an individual 8 Y : o ~'?-~ r.~ n ono org , vi dua APPROV,Ep AS TO FORM AND CORR T ESS: ' ITY ATTOR .Y ____~ 9 5 - ~ 31 (~ ~~~~ WITNESSES: