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HomeMy WebLinkAboutR-91-0503--- !., .1. ... 1 0 3 RES0LdTrION NO. A RESOLUTION, WITH AITAOMM(S), AUTHORIZING THE CITY MANAGER TO EXECUTE PROFESSIONAL SERVICES AGREEMENTS, IN SUBSTANTIALLY THE FORM ATTACHED, WITH STRATEGIC INTERNATIONAL INC., IN THE AMOUNT OF $11,520, TARRY WARD IN THE AMOUNT OF $9,650 AND CARLOS ZERVIGON IN THE AMXW OF $5,250, FOR THE PROVISION OF NINE "SHARED VISION" WORKSHOPS, FOR THE CITY OF MIAMI POLICE DEPARTMENT, WITH FUNDS THEREFOR ALLOCATED IN A TOTAL AMDIUNT NOT TO EXCEED $26,420 FROM THE LAW ENFORCEMENT TRAINING TRUST FUND, PROJECT N0. 619001, INDEX CODE 290508-270, SUCH COSTS HAVING BEEN APPROVED BY THE CHIEF OF POLICE. WHEREAS, the Police Department is constantly evaluating the effectiveness of its operational strategies on the reduction of crime within the community; and WHEREAS, the proposed workshops will review the current operational strategies and develop recommendations frcmm a cross section of sworn and civilian employees; and WHEREAS, nine (9) one (1) day "Shared Vision and Action Planning" workshops will be presented by Strategic International, Inc . , Tarns Ward and Carlos Zervigon to identify any problems and recommendations; and WHEREAS, Strategic International, Inc., Larry Ward and Carlos Zezvigon have agreed to the terms and conditions of the proposed Professional Services Agreements; and WHEREAS, funds to cover the necessary expenses required for the above workshops are available in the Law Enforcement Training Trust Fund; and WHEREAS, the Chief of Police has reconnended adoption of this Resolution; NOW, THEREFORE, BE IT RESOLVED BY THE COMMISSION OF THE CITY OF MUM, FLORIDA: F 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 Professional Services Agreements, in a form acceptable to the City Attorney, MTTMG Of 'NjTj\CHMEN 3* CONTAINED JUL 11 1991 ,! with Strategic International Inc., Larry Ward and Carlos Zervigon, to prepare and present "Shared Vision and Action Planning" workshops to the employees of i� the City of Miami Police Department, with funds therefor hereby allocated in - l an amount not to exceed $26,420 from the Law Enforcement Training Trust Fund, Project No. 619001, Index Code 290508, Minor object 270, such costs having been approved by the Chief of Police. Section 2. This Resolution shall became effective immediately upon its adoption. PASSED AND ADOPTED this 11th day of , 91. XAVI-El I 1AR Z, MAYOR MATIT HIRAI CITY CLERK BUDGETARY REVIEW AND APPROVAL BY: .51.,•511III -N U U voin / : �I•� M I `1 1 M �I V� • •1 I APPROVED AS TO FORM AND CORRECTNESS: ATIORNEY M2235 PROFESSIONAL SEWICE&_-AGUIEVENT THIS AGREEMENT is entered into this day of 1991, by and between the CITY OF MIAMI, a munic- ipal corporation of the State of Florida, hereinafter referred to as the "CITY", and Larry Ward and Associates, Inc., hereinafter referred to as the "PROVIDER"; j WHEREAS, CITY and PROVIDER enter into this Professi—il Services Agreement herein after referred to - r, Y: with the knowledge and spirit of full coope ,:ual ii covenants and obligations herein contained, co the terms and conditions hereinafter stated, j hereto i1- understand and agree as follows: C ARTICLE I SCOPE OF SERVICES PROVIDER shall implement the following professional services for the City of Miami Police Department, hereinafter referred to as the "DEPARTMENT". 1. PROVIDER will conduct five (S) one (1) day "Shared Vision and Action Planning" workshops for The DEPARTMENT'S Field Operations Division. This will include one workshop for personnel from each of the Patrol Section (North, South, and Central), a workshop k' which includes representatives from all of the Patrol Sections, and one workshop for the Field Support Section's personnel. There shall be 20 to 40 representatives in each workshop from all shifts, and ranks (including civilians) The objectives are. a. To review current operational strategies, barriers to effective policing and discuss alternatives to improve police service. b. To develop recommendations across ranks to improve police service, operational systems, employee input/feedback, the work environment, intra-shift communication, and community relations both within a multi -ethnic city and workforce. c. To create detailed action plans with an implementation plan. 2. PROVIDER will conduct two (2) one (1) day workshops for the Administration Division, and two (2) one (1) day workshops for the Investigation Division. Each workshop shall have 20 to 30 representatives (representing civilian and sworn from all shifts). The objectives are: WNEN RETURNING FOR NM :R 91- 503 REVIEW, PLEASEIDENTIFY AS a. To review current operational strategies, barriers to effective service and to discuss alternatives to improve their services strategies. b. To develop recommendations across ranks to improve service, operational systems, policies, procedures, employee input/feedback, the work environment, inter and intra divisional communication. C. To create detailed action plans with an implementation schedule for needed improvements. 3. PROVIDER shall assist in ,the program design and act as associate facilitator for the seminar/workshops. 4. PROVIDER shall address the following topics: a. Organizational Change -- to include managing change cycles, plotting organizational issues, understanding detrimental patterns and developing appropriate strategies. b. Management Style -- to include effect of different management approaches, common management philosophy, fostering positive employee communication and feedback. c. Multi -Ethnic Awareness -- to include awareness of non-verbal communications and non -offensive verbalization practice. d. Community Relations Methodologies -- to include strategic presence, community sensitivity, vocalized empathy and structural integrity. COMPENSATION CITY shall pay PROVIDER $9,650, as total compensation, within thirty (30) days after the completion of each series of workshops and receipt of an invoice from PROVIDER. TERMS The AGREEMENT shall commence immediately after it is signed by the City Manager and shall terminate immediately upon completion of the workshops. TERMINATION CITY retains notice, to PROVIDER, to the completion the right, upon twelve (12) days written to terminate the AGREEMENT at any time prior of the services required pursuant to, the 91-- 503 2 �wwwswww+A I; AGREEMENT without penalty to CITY. In that event, notice of termination of the AGREEMENT shall be in writing to PROVIDER, who shall be paid for those services performed prior to the date of its receipt of the notice of termination. In no case, however, will CITY pay PROVIDER an amount in excess of the total sum provided by the AGREEMENT. It is hereby understood by and between CITY and PROVIDER that any payment made in accordance with this Section to PROVIDER shall be made only if said PROVIDER is not in default under the terms of the AGREEMENT. If PROVIDER is in default, the CITY shall in no way be obligated and shall not pay to PROVIDER any sum whatsoever. %1P_ INDEPENDENT CONTRACTOR PROVIDER and its employees and agents shall be deemed to be independent contractors, 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 they shall not be deemed entitled to Florida Worker's Compensation benefits as employees of CITY. COMPLIANCE WITH FEDERAL, STATE AND LOCAL LAWS Both parties shall comply with all applicable laws, ordinances and codes of Federal, State and Local Governments. PROVIDER agrees that it shall not discriminate as to race, sex, color, creed, national origin or handicap in connection with its performance under the AGREEMENT. PROVIDER shall abide by Ordinance No. 10538, the Minority Procurement Ordinance of the City of Miami and the conflict of interest laws of the City of Miami (City of Miami Code Chapter 2, Article V), 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. f , Z 0004"4XIM MONITORING PROVIDER agrees to permit CITY and its authorized agents to monitor, according to applicable regulations, the program which is the subject of the AGREEMENT. CITY shall give reasonable notice to PROVIDER before monitoring. 3 91- 503 OWNERSHIP OF DOCUMENTATION All documents developed by PROVIDER under the AGREEMENT shall be delivered to CITY by said PROVIDER upon completion of the services required pursuant to the AGREEMENT and shall become the property of CITY, without restriction or limitation on its use. PROVIDER agrees that all documents maintained and generated pursuant to this contractual relationship between CITY and PROVIDER shall be subject to all provisions of the Public Records Law, Chapter 119, Florida Statutes. s It is further understood by and between the parties that any t. information, writings, maps, contract documents, reports or any other matter whatsoever which is given by CITY to PROVIDER pursuant to the AGREEMENT shall, at all times, remain the property of CITY and shall not be used by.PROVIDER for any other purposes whatsoever without the written consent of CITY. F ARTICLE IX NONDELEGABILITY That the obligations undertaken by PROVIDER pursuant to the si 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 firm. AWARD OF AGREEMENT PROVIDER warrant that they have not employed or retained any person employed by CITY to solicit or secure the AGREEMENT and that they have not offered to pay, paid, or agreed to pay any person employed by CITY any fee, commission percentage, brokerage fee, or gift of any kind contingent upon or resulting from the award of this Agreement. A. INDEMNIFICATION PROVIDER shall indemnify and save the City harmless from and against any and all claims, liabilities, losses and causes of action, which may arise out of PROVIDER's activities under the AGREEMENT including all other acts or omissions to act on the part of the PROVIDER or any of them, including any person acting for or on his or their behalf, and, from and against any others, judgements or decrees which may be entered and from and against all costs, attorney's fees, expenses and liabilities incurred in the defense of any such claims or in the investigation thereof. B. INSURANCE 91- 503 4 i DEPARTMENT has expertise in the area of Law Enforcement Training. PROVIDER has 14 years of experience in various positions: the Institute of Cultural Affairs - Global Consultants Organization in Strategic Planning; Conducted Management Development seminars; International Forums; And Community Development Conferences throughout Africa, India and South Asia. It is requested that PROVIDER be exempt from the regularly required insurance. The Training Unit of DEPARTMENT will accept responsibility of monitoring all activities as it relates to PROVIDER's involvement with providing training. CONTINGENCY CLAUSE Funding for the 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 fund and/or change in regulations. DEFAULT PROVISION In the event that PROVIDER shall fail to comply with each and every term and condition of the AGREEMENT or fails to per- form any of the terms and conditions contained herein, then CITY, at its sole option, upon written notice to PROVIDER may cancel and terminate the AGREEMENT and all payments, advances or other compensation paid to PROVIDER by CITY while PROVIDER was in default of the provisions herein contained, shall be forthwith returned to the CITY. * CONSTRUCTION OF AGREEMENT The AGREEMENT shall be construed and enforced according to the laws of the State of Florida. The AGREEMENT shall be binding upon the parties herein, their heirs, executors, legal representative, successors, and assigns. ARTICLE XVI NON-DISCRIMINATION PROVIDER agrees that they shall not discriminate as to race, sex, color, creed, national origin or handicap in connection with their performance under this Agreement. 91- 503 5 i ARTICLE XVII AGREEMENTS No amendments to the AGREEMENT shall be binding on either party unless in writing and signed by the parties. ARTICLE XVIII ENTIRE AGREEMENT This instrument and its attachments constitute the sole and only agreement of the parties hereto relating to said grant and correctly set forth the rights, duties and obligations of each to the other as of its date. Any prior agreements, promises, negotiations or representatives not expressly set forth in the AGREEMENT are of no force or effect. GENERAL CONDITIONS A. General conditions or other communications which shall or may be given pursuant to the 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 per- sonally served; or if by mail, on the fifth day after being posted or the date of actual receipt, whichever is earlier. CITY OF MIAMI LARRY WARD AND ASSOCIATES INC 3500 Pan American Drive 2993 Ruth Street (Rear) Miami, Florida 33133 Miami, Florida 33133 COPY TO: Chief of Police 400 N.W 2nd Avenue Miami, Florida 33101 B. Title and paragraph headings are for convenient reference and are not a part of the AGREEMENT. C. In the event of conflict between the terms of the AGREEMENT and any terms or conditions contained in any attached documents, the terms in the AGREEMENT shall rule. D. Should any provisions, paragraphs, sentences, words or phrases contained in the 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 6 01- 503 Irl 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 the AGREEMENT shall remain unmodified and in full force and effect. IN WITNESS WHEREOF, the parties hereto have caused this instrument to be executed by the persons thereto legally authorized, this the day and year first above written. ATTEST: LARRY WARD AND ASSOCIATES, INC. er�'a� Waa CORPORA E SECRETARY BY:J�6�Gvatlt PRESIDENT CITY OF MIAMI, A MUNICIPAL CORPORATION OF THE STATE OF FLORIDA ATTEST: BY: CITY MANAGER CITY CLERK APPROVED: APPROVED AS TO FORM AND CORRECTNESS: APPROVED AS TO INSURANCE REQUIREMENTS: CI Y TTOR EY /,j./4 DEPART T OF MANAGEMENT 91- 503 s WHEREAS, the Board of Trustees of Larry Ward and Associates, Inc. has examined terms, conditions and obligations of the proposed contract with the City of Miami for: The Miami Police Department: WHEREAS, the Board of Trustees at a duly held corporate meeting have considered the matter in accordance with the bylaws of the corporation; NOW, THEREFORE, BE IT RESOLVED BY THE BOARD OF DIRECTORS OF Larry Ward and Associates. Inc., that the President and Secretary are hereby authorized and instructed to enter into a contract in the name of, and on behalf of this corporation, with the City of Miami for The Miami Police Department in accordance with the contract documents furnished by the City of Miami and for the price and upon the terms of payments contained in the proposed contract submitted by the City of Miami. IN WITNESS WHEREOF, of �,`Zi�.� , 19 W. this day of CHAIRMAN, BOARD OF TRUSTEES/PRESIDENT THIS AGREEMENT is entered into this day of , 1991, by and between the CITY OF MIAMI, a municipal corporation of the State of Florida, hereinafter referred to as the "CITY", and Strategic International, Inc., hereinafter referred to as the "PROVIDER"; WHEREAS, CITY and PROVIDER enter into this Professional Services Agreement herein after referred to as the "AGREEMENT", with the knowledge and spirit of full cooperation 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: SCOPE OF SERVICES PROVIDER shall implement the following professional services for the City of Miami Police Department, hereinafter referred to as the "DEPARTMENT". _ 1. PROVIDER will conduct five (5) one (1) day hared Vision and Action Planning" workshops for The DEPARTMENT'S Field Operations Division. This will include one workshop for personnel from each of the Patrol Section (North, South, and Central), a workshop which includes representatives from all of the Patrol Sections, and one workshop for the Field Support Section's personnel. There shall be 20 to 40 representatives in each workshop from all shifts, and ranks (including civilians). The objectives are: a. To review current operational strategies, barriers to effective policing and discuss alternatives to improve police service. b. To develop recommendations across ranks to improve police service, operational systems, employee input/feedback, the work environment, intra-shift communication, and community relations both within a multi -ethnic city and workforce. c. To create detailed action plans with an implementation plan. WHEN RETURNING FOR FURTI, " REVIEW, PLEASE IBENTIFY AS 2. PROVIDER will conduct two (2) one (1) day workshops for the Administration Division, and two (2) one (1) day ' workshops for the Investigation Division. Each ) workshop shall have 20 to 30 representatives (representing civilian and sworn from all shifts). The a objectives are: -� a. To review current operational strategies, barriers { to effective service and to discuss alternatives to �i - improve their services strategies. 1 b. To develop recommendations across ranks to improve a; - service, operational systems, policies, procedures, ='k employee input/feedback, the work environment, inter and intra divisional communication. C. To create detailed action plans with an implementation schedule for needed improvements. 3. PROVIDER shall provide the program design, overall coordination, all course materials, and shall act as principal facilitator for all seminars and workshops. 4. PROVIDER shall deliver to the DEPARTMENT a typed, edited, document summarizing critical issues that were addressed in the seminar. 5. PROVIDER shall address the following topics: a. Strategic Planning -- to include service effectiveness, internal operations and systems, and inter -departmental communication. f b. Leadership Skills -- to include the guided discussion method, keeping meetings focussed, building and stating consensus. c. Cultural Problem -Solving -- to include good listening skills consensus building and collaboration skills. d. Public Relations Methodologies -- to include media relations, symbolic practices, and community - building strategies. COMPENSATION CITY shall pay PROVIDER $11,520, as total compensation, within thirty (30) days after the completion of each series of workshops and receipt of an invoice from PROVIDER. 91-- 503 2 .. Y N1 The AGREEMENT shall commence immediately after it is signed by the City Manager and shall terminate immediately upon completion of the workshops. ,.1 TERMINATION CITY retains the right, upon twelve (12) days written notice, to PROVIDER, to terminate the AGREEMENT at any time prior to the completion of the services required pursuant to, the AGREEMENT without penalty to CITY. In that event, notice of termination of the AGREEMENT shall be in writing to PROVIDER, who shall be paid for those services performed prior to the date of its receipt of the notice of termination. In no case, however, will CITY pay PROVIDER an amount in excess of the total sum provided by the AGREEMENT. it is hereby understood by and between CITY and _PROVIDER that any payment made in accordance with this Section to PROVIDER shall be made only if said PROVIDER is not in default under the terms of the AGREEMENT. If PROVIDER is in default, the CITY shall in no way be obligated and shall not pay to PROVIDER any sum whatsoever. INDEPENDENT CONTRACTOR PROVIDER and its employees and agents shall be deemed to be indePendent contractors, 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 they shall not be deemed entitled to Florida Worker's Compensation benefits as employees of CITY. COMPLIANCE WITH FEDERAL STATE AND LOCAL LAWS Both parties shall comply with all applicable laws, ordinances and codes of Federal, State and Local Governments. PROVIDER agrees that it shall not discriminate as to race, sex, color, creed, national origin or handicap in connection with its performance under the AGREEMENT. F. PROVIDER shall abide by Ordinance No. 10538, the Minority -f; Procurement Ordinance of the City of Miami and the conflict of interest laws of the City of Miami (City of Miami Code Chapter 2, Article V), 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. 91- 503 3 MONITORING PROVIDER agrees to permit CITY and its authorized agents to monitor, according to applicable regulations, the program which is the subject of the AGREEMENT. CITY shall give reasonable notice to PROVIDER before monitoring. OWNERSHIP OF DOCUMENTATION All documents developed by PROVIDER under the AGREEMENT shall be delivered to CITY by said PROVIDER upon completion of the services required pursuant to the AGREEMENT and shall become the property of CITY, without restriction or limitation on its use. PROVIDER agrees that all documents maintained and generated pursuant to this contractual relationship between CITY and PROVIDER shall be subject to all provisions of the Public Records Law, Chapter 119, Florida Statutes. It is 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 PROVIDER pursuant to the AGREEMENT shall, at all times, remain the property of CITY and shall not be used by PROVIDER for any other purposes whatsoever without the written consent of CITY. NONDELEGABILITY That the obligations undertaken by PROVIDER pursuant to the 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 firm. AWARD OF AGREEMENT PROVIDER warrant that they have not employed or retained any person employed by CITY to solicit or secure the AGREEMENT and that they have not offered to pay, paid, or agreed to pay any person employed by CITY any fee, commission percentage, brokerage fee, or gift of any kind contingent upon or resulting from the award of this Agreement. ARTICLE XI A. INDEMNIFICATION PROVIDER shall indemnify and save the City harmless from and against any and all claims, liabilities, losses and causes of 91- 593 0 action, which may arise out of PROVIDER's activities under the AGREEMENT including all other acts or omissions to act on the part of the PROVIDER or any of them, including any person acting for or on his or their behalf, and, from and against any others, judgements or decrees which may be entered and from and against all costs, attorney's fees, expenses and liabilities incurred in the defense of any such claims or in the investigation thereof. B. INSURANCE DEPARTMENT has expertise in the area of Law Enforcement Training. PROVIDER has 14 years of experience in various positions: the Institute of Cultural Affairs - Global Consultants Organization in Strategic Planning; Conducted Management Development seminars; International Forums; And Community Development Conferences throughout Africa, India and South Asia. It is requested that PROVIDER be exempt f,rom the regularly .required insurance. The Training Unit of DEPARTMENT will accept responsibility of monitoring all activities as it relates to PROVIDER's involvement with providing training. CONTINGENCY CLAUSE Funding for the 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 fund and/or change in regulations. DEFAULT PROVISION In the event that PROVIDER shall fail to comply with each and every term and condition of the AGREEMENT or fails to per- form any of the terms and conditions contained herein, then CITY, at its sole option, upon written notice to PROVIDER may cancel and terminate the AGREEMENT and all payments, advances or other compensation paid to PROVIDER by CITY while PROVIDER was in default of the provisions herein contained, shall be forthwith returned to the CITY. CONSTRUCTION OF AGREEMENT The AGREEMENT shall be construed and enforced according to the laws of the State of Florida. 91-- 503 5 The AGREEMENT shall be binding upon the parties herein, their heirs, executors, legal representative, successors, and 1 assigns. NON-DISCRIMINATION PROVIDER agrees that they shall not discriminate as to race, sex, color, creed, national origin or handicap in connection with their performance under this Agreement. AGREEMENTS No amendments to the AGREEMENT shall be binding on either party unless in writing and signed by the parties. :c_ , ENTIRE AGREEMENT This instrument and its attachments constitute the sole and only agreement of the parties hereto relating to said grant and correctly set forth the rights, duties and obligations of each to the other as of its date. Any prior agreements, promises, negotiations or representatives not expressly set forth in the AGREEMENT are of no force or effect. ARTICLE XIX NOTICES GENERAL CONDITIONS A. General conditions or other communications which shall or may be given pursuant to the 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 per- sonally served; or if by mail, on the fifth day after being posted or the date of actual receipt, whichever is earlier. CITY OF MIAMI STRATEGIC INTERNATIONAL, INC. 3500 Pan American Drive 8245 S. W. 116th Terrace Miami, Florida 33133 Miami, Florida 33156 COPY TO: Chief of Police 400 N.W 2nd Avenue Miami, Florida 33101 D. Title and paragraph headings are for convenient reference and are not a part of the AGREEMENT. C. In the event of conflict between the terms of the AGREEMENT and any terms or conditions contained in any attached documents, the terms in the AGREEMENT shall rule. 6 9 1 _ 503 D. Should any provisions, paragraphs, sentences, words or 1 phrases contained in the 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 i 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 i and provisions of the AGREEMENT shall remain unmodified and in full force and effect. IN WITNESS WHEREOF, the parties hereto have caused this instrument to be executed by the persons thereto legally 1 authorized, this the day and year first above written. ATTEST: AJ.V&4 CORPORATE SECRETARY ATTEST: CITY CLERK APPROVED: CHIEF OF POLI APPROVED AS TO FORM AND CORRECTN STRATEGIC INTERNATIONAL, INC. ua'jij W_ 0 BY. PRESIDENT CITY OF MIAMI, A MUNICIPAL CORPORATION OF THE STATE OF FLORIDA BY: CITY MANAGER APPROVED AS TO INSURANCE REQUIREMENTS: op DEPART T rSK MANAGEMENT 91- 503 WHEREAS, the Board of Trustees of Etratetic International, i Inc. has examined terms, conditions and obligations of the i proposed contract with the City of Miami for: The Miami Police Department; WHEREAS, the Board of Trustees at a duly held corporate meeting have considered the matter in accordance with the bylaws of the corporation; NOW, THEREFORE, BE IT RESOLVED BY THE BOARD OF DIRECTORS OF Strategic International, Inc.1 that the President and Secretary are hereby authorized and instructed to enter into a contract in the name of, and on behalf of this corporation, with the City of Miami for The Miami Police Department in accordance with the contract documents furnished by the City of Miami and for the price and upon the terms of payments contained in the proposed contract submitted by the City of Miami. IN WITNESS WHEREOF, this 191,. 91 G1 day of C'RUSI RMAN,��O.... OFTEES����ESIDE T f (SEAL) CORPORATE SECRETARY 91- 503 THIS AGREEMENT is entered into this day of , 1991, by and between the CITY OF MIAMI, a municipal corporation of the State of Florida, hereinafter referred to as the "CITY", and Zervigon International, L.T.D., hereinafter referred to as the "PROVIDER"; RECITAL I U WHEREAS, CITY and PROVIDER enter into this Professional Services Agreement herein after referred to as the "AGREEMENT", with the knowledge and spirit of full cooperation 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: ARTICLE I SCOPE OF SERVICES PROVIDER shall implement the following professional services for the City of Miami Police Department, hereinafter referred to as the "DEPARTMENT". 1. PROVIDER will conduct two (2) one (1) day "Shared Vision and Action Planning" workshops for The DEPARTMENT'S Field Operations Division. This will include one workshop for personnel from each of the Patrol Section (North, South, and Central), a workshop which includes representatives from all of the Patrol Sections, and one workshop for the Field Support Section's personnel. There shall be 20 to 40 representatives in each workshop from all shifts, and ranks (including civilians). The objectives are: a. To review current operational strategies, barriers to effective policing and discuss alternatives to improve police service. b. To develop recommendations across ranks to improve police service, operational systems, employee input/feedback, the work environment, intra-shift communication, and community relations both within a multi -ethnic city and workforce. c. To create detailed action plans with an implementation plan. WHEN RETQ0145 004 FUM A RE1lIEW4 PLEASE IDEMY AS 503 2. PROVIDER shall act as an assistant facilitator for the seminar. 3. PROVIDER shall address the following topics: a. Strategic Analysis including trends and situational analysis, tactical thinking, time -lining, resource support and accountability; b. Team Building including team style analysis, cooperative learning strategies, team building and evaluation; C. Feedback Systems including vertical and lateral communication" systems, feedback cycles, input structures, ongoing communication vehicles. COMPENSATION CITY shall pay PROVIDER $5,250, as total compensation, within thirty (30) days after the completion of each series of workshops and receipt of an invoice from PROVIDER. TERMS The AGREEMENT shall commence immediately after it is signed by the City Manager and shall terminate immediately upon completion of the workshops. TERMINATION . CITY retains the right, upon twelve (12) days written notice, to PROVIDER, to terminate the AGREEMENT at any time prior to the completion of the services required pursuant to, the AGREEMENT without penalty to CITY. In that event, notice of termination of the AGREEMENT shall be in writing to PROVIDER, who shall be paid for those services performed prior to the date of its receipt of the notice of termination. In no case, however, will CITY pay PROVIDER an amount in excess of the total sum provided by the AGREEMENT. It is hereby understood by and between CITY and PROVIDER that any payment made in accordance with this Section to PROVIDER shall be made only if said PROVIDER is not in default under the terms of the AGREEMENT. If PROVIDER is in default, the CITY shall in no way be obligated and shall not pay to PROVIDER any sum whatsoever. 91- 503 2 W INDEPENDENT CONTRACTOR PROVIDER and its employees and agents shall be deemed to be independent contractors, 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 they shall not be deemed entitled to Florida Worker's Compensation benefits as employees of CITY. COMPLIANCE WITH FEDERAL STATE AND LOCAL LAWS Both parties shall comply with all applicable laws, ordinances and codes of Federal, State and Local Governments. PROVIDER agrees that it shall not discriminate as to race, sex, color, creed, national origin or handicap in connection with its performance under the AGREEMENT. PROVIDER shall abide by Ordinance No. 10538, the Minority Procurement Ordinance of the City of Miami and the conflict of interest laws of the City of Miami (City of Miami Code Chapter 2, Article V), 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. MONITORING PROVIDER agrees to permit CITY and its authorized agents to M monitor, according to applicable regulations, the program which is the subject of the AGREEMENT. CITY shall give reasonable s notice to PROVIDER before monitoring. OWNERSHIP OF DOCUMENTATION All documents developed by PROVIDER under the AGREEMENT shall be delivered to CITY by said PROVIDER upon completion of the services required pursuant to the AGREEMENT and shall become the property of CITY, without restriction or limitation on its use. PROVIDER agrees that all documents maintained and generated pursuant to this contractual relationship between CITY and PROVIDER shall be subject to all provisions of the Public Records Law, Chapter 119, Florida Statutes. It is 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 PROVIDER pursuant to the AGREEMENT shall, at all times, remain the property of rTTY and shall not be used by PROVIDER for any other purposes whatsoever without the iritten consent of CITY. 9 1 _ 5 0 3 NONDELEGAB LITY That the obligations undertaken by PROVIDER pursuant to the 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 firm. AWARD OF AGREEMENT PROVIDER warrant that they have not employed or retained any person employed by CITY to solicit or secure the AGREEMENT and that they have not offered to pay, paid, or agreed to pay any person employed by CITY any fee, commission percentage, brokerage fee, or gift of any kind contingent upon or resulting from the award of this Agreement. j A. INDEMNIFICATION PROVIDER shall indemnify and save the City harmless from and 1�. against any and all claims, liabilities, losses and causes of r, action, which may arise out of PROVIDER's activities under the AGREEMENT including all other acts or omissions to act on the (' part of the PROVIDER or any of them, including any person acting ' for or on his or their behalf, and, from and against any others, judgements or decrees which may be entered and from and against all costs, attorney's fees, expenses and liabilities incurred in ` the defense of any such claims or in the investigation thereof. B. INSURANCE DEPARTMENT has expertise in the area of Law Enforcement Training. PROVIDER has 14 years of experience in various j positions: the Institute of Cultural Affairs - Global Consultants Organization in Strategic Planning; Conducted Management Development seminars; International Forums; And Community Development Conferences throughout Africa, India and South Asia. It is requested that PROVIDER be exempt from the regularly required insurance. The Training Unit of DEPARTMENT will accept responsibility of monitoring all activities as it relates to PROVIDER's involvement with providing training. CONTINGENCY CLAUSE Funding for the AGREEMENT is contingent on the availability of funds and continued authorization for program activities and 91- 503 is subject to amendment or termination due to lack of funds or authorization, reduction of fund and/or change in regulations. DEFAULT PROVISION In the event that PROVIDER shall fail to comply with each and every term and condition of the AGREEMENT or fails to per- form any of the terms and conditions contained herein, then CITY, at its sole option, upon written notice to PROVIDER may cancel and terminate the AGREEMENT and all payments, advances or other compensation paid to PROVIDER by CITY while PROVIDER was in default of the provisions herein contained, shall be forthwith returned to the CITY. CONSTRUCTION OF AGREEMENT The AGREEMENT shall be construed and enforced according to the laws of the State of Florida. ARTICLE XV 4' SUCCESSORS AND ASSIGNS The AGREEMENT shall be binding upon the parties herein, their heirs, executors, legal representative, successors, and assigns. LION -DISCRIMINATION PROVIDER agrees that they shall not discriminate as to race, i sex, color, creed, national origin or handicap in connection with their performance under this Agreement. ARTICLE XVII AGREEMENTS i No amendments to the AGREEMENT shall be binding on either party unless in writing and signed by the parties. ji ARTICLE XVIII ENTIRE --AGREEMENT This instrument and its attachments constitute the sole and onlya of the agreement 9 parties hereto relating to said grant and correctly set forth the rights, duties and obligations of each to the other as of its date. Any prior agreements, promises, ' negotiations or representatives not expressly set forth in the AGREEMENT are of no force or effect. 91- 503 5 . y f ARTICLE XIX 3 NOTICES GENERAL CONDITIONS A. General conditions or other communications which shall or may be given pursuant to the AGREEMENT shall be in writing 1,1 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 per- sonally served; or if by mail, on the fifth day after being posted or the date of actual receipt, whichever is earlier. a 11 CITY OF MIAMI STRATEGIC INTERNATIONAL, INC. ! 3500 Pan American Drive 8245 S. W. 116th Terrace Miami, Florida 33133 Miami, Florida 33156 COPY TO: Chief of Police 400 N.W 2nd Avenue Miami, Florida 33101 iI B. Title and paragraph headings are for convenient reference �. ;a and are not a part of the AGREEMENT. ;1 C. In the event of conflict between the terms of the AGREEMENT and any terms or conditions contained in any attached documents, the terms in the AGREEMENT shall rule. 9 6: � I D. Should any provisions, paragraphs, sentences, words or phrases contained in the AGREEMENT be determined by a court of competent jurisdiction to be invalid, illegal or otherwise unenforceable under the laws of the State of i I 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 11 not modifiable to conform with such laws, then same shall be i! deemed severable and in either event, the remaining terms 1 and provisions of the AGREEMENT shall remain unmodified and { in full force and effect. IN WITNESS WHEREOF, the parties hereto have caused this instrument to be executed by the persons thereto legally k} authorized, this the day and year first above written. - 91,- 503 It 6 �a ATTEST: R RATE SG E - ATTEST: CITY CLERK APPROVED: CHIEF OF POLICE ZERVIGON INTERNATIONAL, L.T.D. APPROVED AS TO FORM AND CORRECTNESS: TY A'IgORNEY �• BY• ✓✓ "" �--- ENT CITY OF MIAMI, A MUNICIPAL CORPORATION OF THE STATE OF FLORIDA BY: CITY MANAGER APPROVED AS TO INSURANCE REQUIREMENTS: i DEPARTM T OF K MANAGEMENT a art WHEREAS, the Board of Trustees of Zervigon Internat'ona L.T.D. has examined terms, conditions and obligations of the proposed contract with the City of Miami for% The Miami Police Department; WHEREAS, the Board of Trustees at a duly held corporate meeting have considered the matter in accordance with the bylaws of the corporation; NOW, THEREFORE, BE IT RESOLVED BY THE BOARD OF DIRECTORS OF Zervigon Internatipnal. L.T.D. that the President and Secretary are hereby authorized and instructed to enter into a contract in the name of, and on behalf of this corporation,' with the City of Miami for The Miami Police Department in accordance with the contract documents furnished by the City of Miami and for the price and upon the terms of payments contained in the proposed contract submitted by the City of Miami. IN WITNESS WHEREOF, this day of CHAIRMAN, BOARD OF TRUSTEES (SEAL) O PORATE SECRE Y 91- 503 }: ( CITY OF MIAMI, FLORIDACA INTER -OFFICE MEMORANDUM 12 I �I �O The Honorable Mayor and Members DATE MAY 2 91991 FILE of the City Commission SUBJECT : Resolution Authorizing Professional Services Agreements =ROM . REFERENCES: Cesar H. Odio City Manager ENCLOSURES RECOMMENDATION: 3 It is respectfully recommended that a Resolution authorizing the f City Manager to enter into Professional Services Agreements with -� Strategic International, Inc., Larry Ward and Carlos Zervigon, at a cost not to. -exceed $26,420, be approved. Funding will be from I the Law Enforcement Training Trust Fund. The Miami Police Department is continuing to evaluate its procedures for policing the community effectively. This workshop is designed to develop operational strategies which would improve police service. Recommendations will be developed by a cross section of sworn and civilian personnel. The workshop will discuss operational, systems, employee input/feedback, the work environment and community relations. It is, therefore, recommended that the Resolution authorizing the City Manager to enter into Professional Services Agreements with Strategic International, Inc., Larry Ward and Carlos Zervigon, and allocating funds therefor in the amount of $26,420, funding to be provided from the Law Enforcement Training Trust Fund, Project No. 619001, Index Code 290508=270, be approved. 91-- 503