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HomeMy WebLinkAboutR-90-01931-90 -] 52 Z/`14/G t) 0-019.3 A RESOUITION, WITH NrrACHKENTS, A1.Mi0RIZING THE CITY MANAGER TO EXECUTE PROFESSIONAL SERVICES AGREEMENTS, IN SUBSTANI°IALLY THE FORK! ATTACHED, WITH STRATEGIC INTERNATIONAL INC., IN THE AMCXJNT OF $14,337, LARRY WARD IN THE AMOUNT OF $12,788, AND CARLOS ZERVIGON IN THE AMOUNT OF $5,360, FOR THE PROVISION OF TWO TASK FORCE LEADERS MEETINGS AND EIGHT EIOO,STER SESSIONS, FOR THE CITY OF MIAMI POLICE DEPARTMENT, WITH FUNDS THEREFOR ALLOCATED IN A TOTAL AMOUNT NOT TO EXCEED $32,485 FROM xME LAW ENFORCEMENT TRAINING TRUST FUND, PROJECT NO. 619001, INDEX CODE 2<J0508-270. WHEREAS, the Police Department is evaluating its needs and their affect on the members of the Department; and WHEREAS, training seminars have been conducted soliciting input from the staff, captains, lieutenants and sergeants; and WHEREAS, Strategic International, Inc., has presented a Needs Assessment Report based on those seminars to the Department; and WHEREAS, the Department must include civilian employees in the planning process; and WHEREAS, two Task Force Leaders Meetings will be conducted by Strategic International, Inc., Carlos Zervigon and Larry Ward to identify any problems and reccmendations; and WHEREAS, eight Booster Sessions will be conducted to review the accomplishments of the Task Forces and to develop strategies nor the implementation of Task Force priorities, by Larry Ward and Strategic International, Inc.; and WHEREAS, Strategic International, Inc., Larry Ward, and Carlos Zervigon have agreed to the terms and conditions of the proposed Professional Services Agreements; and WHEREAS, funds to rover the necessary expenses required for the above Task Force Leaders Meetings and Booster Sessions are available in the Law Enforcement Training Trust Fund; and WHEREAS, the Chief of Police has recommended adoption of this resolution; CITY COMMISSION MEETING OF' MAR ((��8 1990 RLso ,ioN 4 0--fjI93 3EN,kkK�. r10W , TT-IRPUT)PE, nE TT PFISI-11kipr) RY THR COMIU SS 1,01 OF "IF, C1` 7 (()F MTAMT , FIORIDA: Section 1. The recitals and findings contained in the preamble to this Resolution are hereby adopted by reference thereto and incorporated herein as i.f f_ully 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, with Strategic International Inc., Larry hard, and Carlos Zervigon, to prepare and present Task Force Leaders Meetings and Booster Sessions to the civilian Pployees of the City of Miami Police Department, with funds therefor hereby allocated in a total amount not to exceed $82,485 from the Law Enforcement Training Trust Fund, Project No. 619001, Index Code 290508, Minor object 270, upon such costs having been approved by the Chief of Police. Section 2. This Resolution shall become effective immediately upon its adoption pursuant to law. PASSED AND ADOPTED THIS 8 t h DAY OF Marc , 199 . AATI' MA HIRAI CITY CLEW BUDGETARYAPPROV151 AL kANOHAR S. TV�,,DIRECTOR DEPARTMENT OF PREPARED AND APPROVED BY: Al ERME B. smini CHIEF ASSISTANT CITY ATTORNEY APPROVED AS TO FORM AND CORRECTNESS: r 4:;zE F ��4D Z _..._ram CITY A`I'I01 EY 1/ The herein authorization is further subject to compliance with all. requirements that may be imposed by the City Attorney, including but not limited to those prescribed by applicable City Charter and Code provisions. e XAVIER L. SUAREZ, R �4 A4 PROFESSIONAL SERVICES ACREEMIE8T THIS AGREEMENT is entered into this day of , 1990, by and between. the CITY OF MIAMI, a munic- ipal corporation of the State of Florida, hereinafter referred to as the "CITY", and Carlos Zervigon and Associates, hereinafter referred to as the "PROVIDERS"; RECITAL WHEREAS, the CITY and the PROVIDERS enter into this Profes- sional 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 SERVICE The PROVIDERS shall implement the following professional services for the City of Miami Police Department, hereinafter referred to as the "DEPARTMENT". 1. Conduct one (1) two (2) day seminar for civilian managers/supervisors, the objectives are: a. To discuss the trends and challenges of law enforcement as it affects the Civilians in their work. b. To study the Needs Assessment document written by the DEPARTMENT and to draw out implications for Civilians as they understand their responsibilities. c. To discuss the new Mission Statement, Management Philosophy and Principles of Ethics developed by the leadership team of the DEPARTMENT and to recommit to the values and standards of the DEPARTMENT. d. To brainstorm creative and practical suggestions to improve the work of the Civilians. e. To outline priority arenas and then to make recommendations, suggestions for change and to build action plans for implementation of the suggestions for upper management. 2. Conduct one (1), three (3) day seminar with the Communications Section, the objectives are: a. To review the accomplishments, strengths, 90-0193 ,4eaknesses, and chad.Ienges of the comm tin icat1,ons Section. b. To pinpoint major problems facing the Unit and to understand their origin and effect on the DEPARTMENT. c. To build practical models and action plans to deal with issues. d. To make recommendations to management on concrete steps to take to improve the operations r)f the Unit. 3. The PROVIDERS shall act as an associate facilitator. 4. The PROVIDERS shall address the following topics: a. Civilian Managers/Supervisors Seminar - taw Enforcement Trends, Challenges, Ethics, Management, Philosophy, Role of Civilians in the DEPARTMENT and Organization Analysis. b. Communications Section Seminar - Communications Section Trends, Accomplishments, Strengths, Weaknesses and Challenges; Section Priorities and Recommendations for Systems Improvement. ARTICLE II COMPENSATION CITY shall pay the PROVIDERS, within thirty (30) days after execution of the AGREEMENT an advance payment of $1,786.50. Thereafter, a payment of $1,786.50 shall be made within thirty (30) days after the completion of each seminar and receipt of an invoice from the PROVIDERS. Total compensation shall not exceed $5,359.50. ARTICLE III TERM The AGREEMENT shall commence immediately after it is signed by the City Manager and shall terminate immediately upon completion of the seminars, on May 30, 1990. ARTICLE IV TERMINATION CITY retains the right, upon twelve (12) days written no- tice, to PROVIDERS, 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 he in writing to PROVIDERS, 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 PROVIDERS an amount in excess of the total sum provided by the AGREEMENT. - 2 - 90-0193 -i ' Tt i s lip rehv itnd ?retn�d 11) v in6 hetwo en CITY and PROVTDFRS that any pa.yrnell t made in accordancp wi th thlQ Se c t 10 n t0 PROVIDERS shall be made only if said PROVIDERS are not l,n default under the terms of the AGREEMENT. If PROVIDERS are in default, the CITY shall in no way be obligated and shall not pay to PROVIDERS any sum whatsoever. ARTICLE V INDEPENDENT CONTRACTOR The PROVIDERS and its employees and agents shall be deemed to be independent contractors, not agents or employees of the CITY, and shall not attain any rights or benefits under the Civil Service or Pension Ordinances of the 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 the CITY. ARTICLE VI COMPLIANCE WITH FEDERAL, STATE AND LOCAL LAWS Both parties shall comply with all applicable laws, ordi- nances and codes of Federal, State and Local Governments. PROVIDERS agrees that it shall not discriminate as to race, sex, color, creed, national origin or handicap in connection with its performance under the AGREEMENT. PROVIDERS 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. ARTICLE VII MONITORING The PROVIDERS agrees to permit the CITY and its authorized agents to monitor, according to applicable regulations, the program which is the subject of the AGREEMENT. The CITY shall give reasonable notice to the PROVIDERS before monitoring. ARTICLE VIII OWNERSHIP OF DOCUMENTATION All documents developed by PROVIDERS under the AGREEMENT shall be delivered to CITY by said PROVIDERS upon completion of the services required pursuant to the. AGREEMENT and shall become -w3 - r.he property of CITY, without rpstrtction or 1 iy+i.t:ation r:n i.t.a tlSP,, PR() V IDFRS s that_ I II doctirn®nts mai.nt..ntr,ed aT)a generated pursuant to this, c:ontract�ial relationship between CITY and PROVIDERS 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 PROVIDERS pursuant to the AGREEMENT shall, at all times, remain the property of CITY and shall not be used by PROVIDERS for any other purposes whatsoever without the written consent of CITY. ARTICLE IX NONDELEGABILITY That the obligations undertaken by PROVIDERS pursuant to the AGREEMENT shall not be delegated or assigned to any other person or firm unless the CITY shall first consent in writing to the performance or assignment of such service or any part thereof by another person or firm. ARTICLE X AWARD OF AGREEMENT The PROVIDERS warrant that they have not employed or retained any person employed by the CITY to solicit or secure the AGREEMENT and that they have not offered to pay, paid, or 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. ARTICLE XI A. INDEMNIFICATION The PROVIDERS 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 PROVIDERS 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 aad liabilities incurred in the defense of any such claims or in the investigation thereof. -4- R Re INSURANCE The DEPARTMENT has expertise in the area of i,aw Enforcement Training. The PROVIDERS have 14 years of experience in variclus 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 the PROVIDERS be exempt from the regularly required insurance. The Training Unit of the DEPARTMENT gill accept responsibility of monitoring all activities as it relates to the PROVIDER's involvement with providing training. ARTICLE XII 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. ARTICLE XIII DEFAULT PROVISION In the event that PROVIDERS 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 PROVIDERS may cancel and terminate the AGREEMENT and all payments, advances or other compensation paid to PROVIDERS by CITY while PROVIDERS was in default of the provisions herein contained, shall be forthwith returned to the CITY. ARTICLE XIV CONSTRUCTION OF AGREEMENT The AGREEMENT shall be construed and enforced according to the laws of the State of Florida. ARTICLE XV SUCCESSORS AND ASSIGNS The AGREEMENT shall be binding upon the parties herein, their heirs, executors, legal representative, successors, and assigns. ARTICLE XVI NON-DISCRIMINATION The PROVIDERS agree that they shall not discriminate as to race, sex, color, creed, national origin or handicap in connection with their performance under this Agreement. - 5 -- 90-01 a4i ARTICLE XVII NGR_EEMENTS No amendments to the AGREEMENT shall. be binning on either Fatty 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. 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 CARLOS ZERVIGON AND ASSOCIATES 3500 Pan American Drive 333 Julia Street Apt. #229 Miami, Florida 33133 New Orleans, Louisianna 70130 COPY TO: Chief of Police 400 y.W 2nd Avenue Miami, Florida 33101 B. Title and paragraph headings are for convenient reference and are not a pare of the AGREEMENT. C. In the event of conflict between the terms of the AGREEMENT and any terms or conditions contained in any attached docu— ments, the terms in the AGREEMENT shall rule. WE i�.Silo tild ?nv provisions, nara.�rRvhssentences, �40r(Is nr_- phrases contained in the AGREEMENT be determined by a court of competent jurisdiction to be invalid, illegal or other- wise 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 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: WITNESS 41"'a--) WITNESS ATTEST: CITY CLERK APPR CHIEF OF POLICE CARLOS ZERVIGON AND ASSOCIATES APPROVED AS TO FORM AND CORRECTNESS: PRE I,S DENT CITY OF MIAMI, A MUNICIPAL CORPORATION OF THE STATE OF FLORIDA BY: CITY MANAGER APPROVED AS TO INSURANCE REQUIREMENTS: DEPARTM NYOF RISK EMENT 901,493 1 i _.0TESS1ONAL SERV1,CXS AG1E9MRSPT THIS AGREEMENT is entered into this -_ daj of 1990, 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 "PROVIDERS"; RECITAL WHEREAS, the CITY and the PROVIDERS enter into this Profes- sional 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 ss follows: ARTICLE I SCOPE OF SERVICE The PROVIDERS shall implement the following professional services for the City of Miami Police Department, hereinafter referred to as the "DEPARTMENT". 1. Conduct one (1) two (2) day seminar for civilian managers/supervisors, the objectives are: a. To discuss the trends and challenges of law enforcement as it affects the Civilians in their work. b. To study the Needs Assessment document written by the DEPARTMENT and to draw out implications for Civilians as they understand their responsibilities. C. To discuss the new "fission Statement, Management Philosophy and Principles of Ethics developed by the leadership team of the DEPARTMENT and to recommit to the values and standards of the DEPARTMENT. d. To brainstorm creative and practical suggestions to improve the work of the Civilians. e. To outline priority arenas and then to make recommendations, suggestions for change and to build action plans for implementation of the suggestions for upper management. 2. Conduct one (1), three (3) day seminar with the Communications Section, the objectives are: a. To review the accomplishments, strengths, 9193 t Pnkn"SgPg, And ChAl.l.Rng-p of the r:nmmllni.cAti.ons >ectIon. b. To pinpoint major problern .s facing the tin It and to understand their origin and Pffeci-- on the DEPARTMENT. c. To build practical, models and action plans to deal with issues. d. To make recommendations to management on concrete steps to take to improve the operations of the Unit. 3. Conduct eight (8) booster sessions and two (2) task force leaders meeting, the objectives are: a. "Booster Session" Objectives 1) To review the accomplishments of each task force. 2) To uncover change resistance barriers in the organization. 3) To understand the "organizational change" process - involving the unique roles of the sponsor, change agent, and advocate. 4) To outline measurable objectives of the task force. 5) To develop strategies for management approval and implementation of task force priorities. B. Task force Leaders Meeting Objectives: 1) To understand the "organizational change" process - involving the sponsor/change agent/ advocate relationship. 2) To evaluate the sponsor role in the "organizational change process" and the change agent role. 3) To outline a communication strategy for the task forces. 4) To outline a "sustaining sponsorship" strategy to support project implementation. 4. PROVIDERS shall meet with DEPARTMENT personnel as it relates to the above named seminars, prior to the seminars. 5. The PROVIDERS shall be a co -designer for each seminar and act as an associate facilitator. 6. The PROVIDERS shall meet with the Chief of Police and other designated personnel to report results of each seminar, verbally. 7. The PROVIDERS shall address the following topics: a. Civilian Managers/Super.u.isors Seminar - Law 2- Enforcement. Trend Q, (7b,"IIenge4%, Fthi_cs. MI An agem ent, Phi.l.osophy, R.oIQ of Ci.L13-Inns in the OFPARTIMENT nn(i organization Artalysi.s, b. Communications Section Seminar - Communications Section Trends, Accomplishments, Strengths, Weaknesses and Challenges; Section Priorities and Recommendations for Systems Improvement. ARTICLE It COMPENSATION CITY shall pay the PROVIDERS, within thirty (30) days after execution of the AGREEMENT an advance payment of $4,262.66. Thereafter, a payment of $4,262.66 shall be made within thirty (30) days after the completion of each seminar and receipt of an invoice from the PROVIDERS. Total compensation shall not exceed $12,788.00. ARTICLE III TERMS The AGREEMENT shall commence immediately after it is signed by the City Manager and shall terminate immediately upon completion of the seminars, on May 30, 1990. ARTICLE IV TERMINATION CITY retains the right, upon twelve (12) days written no- tice, to PROVIDERS, 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 small be in writing to PROVIDERS, 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 PROVIDERS an amount in excess of the total sum provided by the AGREEMENT. ^ it is hereby understood by and between CITY and PROVIDERS that any payment made in accordance with this Section to PROVIDERS shall be made only if said PROVIDERS are not in default under the terms of the AGREEMENT. If PROVIDERS are in default, the CITY shall in no way be obligated and shall not pay to PROVIDERS any sum whatsoever. _. ARTICLE V � INPE rENDENT CONTRACTOR The PROVIDERS and it Amployeec ind ngents Rha1) be deemed to be independent contractors, not ;agents or employees of thr CITY, and shall not attain any rights or benefits under the Civil Service or Pension Ordinances of the 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 the CITY. ARTICLE VI COMPLIANCE WITH FEDERAL, STATE AND LOCAL LAWS Both parties shall comply with all applicable laws, ordi- nances and codes of Federal, State and Local Governments. PROVIDERS agrees that it shall not discriminate as to race, sex, color, creed, national origin or handicap in connection with its performance under the AGREEMENT. PROVIDERS 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. ARTICLE VII MONITORING The PROVIDERS agrees to permit the CITY and its authorized agents to monitor, according to applicable regulations, the program which is the subject of the AGREEMENT. The CITY shall .give reasonable notice to the PROVIDERS before monitoring. ARTICLE VIII OWNERSHIP OF DOCUMENTATION All documents developed by PROVIDERS under the AGREEMENT shall be delivered to CITY by said PROVIDERS upon completion of the services required pursuant to the AGREEMENT and shall become the property of CITY, without restriction or limitation on its use. PROVIDERS agrees that all documents maintained and generated pursuant to this contractual relationship between CITY and PROVIDERS shall be subject to all provisions of the Public Records Law, Chapter 114, Florida Statutes. It is further understood by and between the parties that any -4- _t 0-0193 _i C. r i.nforma rIon, wri.ti.K'.�, rnmvq, contract documents, reportR or any other MRtt?r wh,ttanPvPr which i.c gi.vpn by r;TTY ro PROVTDER, S ptlrsttant to the AGREEMENT 9hal l At a1.1. rimeS remain the property of CITY and shall not be used by PROVIDERS for any other purposes whatsoever without the written consent of CITY. ARTICLE IX NONDELEGABILITY That the obligations undertaken by PROVIDERS pursuant to the AGREEMENT shall not be delegated or assigned to any other person or firm unless the CITY shall first consent in writing to the performance or assignment of such service or any part thereof by another person or firm. ARTICLE X AWARD OF AGREEMENT The PROVIDERS warrant that they have not employed or retained any person employed by the CITY to solicit or secure the AGREEMENT and that they have not offered to pay, paid, or 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. .ARTICLE X1 A. INDEMNIFICATION The PROVIDERS 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 activi— ties under the AGREEMENT including all other acts or omissions to act an the part of the PROVIDERS 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. IUSURANCE The DEPARTMENT has expertise in the area of Law Enforcement Training. The PROVIDERS have 14 years of experience in various positions: the institute i Cultural ;ffalrs - vioba' v3nsultants Organization in Strategic Planning; Conducted Management Development seminars; International Forums; And Community Development Conferences throughout Africa, India and South Asia. It is requested that the PROVIDERS be exempt from the regularly required insurance. The Training Unit of the DEPARTMENT will accept responsibility of monitoring all activities as it relates to the PROVIDER's involvement with providing training. �1C 90193 EL CONTINGENCY CLAUSE ARTICLR RAT 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. ARTICLB X111 DEFAULT PROVISION In the event that PROVIDERS 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 PROVIDERS may cancel and terminate the AGREEMENT and all payments, advances or other compensation paid to PROVIDERS by CITY while PROVIDERS was in default of the provisions herein contained, shall be forthwith returned to the CITY. ARTICLE XIV CONSTRUCTION OF AGREEMENT The AGREEMENT shall be construed and enforced according to the laws of the State of Florida. ARTICLE XV SUCCESSORS AND ASSIGNS The AGREEMENT shall be binding upon the parties herein, their heirs, executors, legal representative, successors, and assigns. ARTICLE XVI NON—DISCRIMINATION The PROVIDERS agree that they shall not discriminate as to race, sex, color, creed, national origin or handicap in connection with their performance under this Agreement. ARTICLE XVII AGREEMENTS No amendments to the AGREEMENT shall be binding on either party unless in writing and signed by the parties. 901U IN 4 1'_ AIRTICLR XV111 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 %IR 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 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 docu- ments, 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 other- wise unenforceable under the lawn; 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 9013 Ilk deeeed 9pverAr and trt et.thepr. event., t"' re+esinin.g terms and pr.nvi_?i.ons of the ACRFFNFNT shall. remAin »n_modJ.fted and in fvxl.l force and Pf_fect. 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: & C616 uye -4�c) W CORPORATr SECRETA ATTEST: CITY CLERK LARRY WARD AND ASSOCIATES, INC. APPROVED AS TO FORM AND CORRECTNESS: -8 - BY: �; RESIDEN CITY OF MIAMI, A MUNICIPAL CORPORATION OF THE STATE OF FLORIDA BY: CITY MANAGER APPROVED AS TO INSURANCE REQUIREMENTS: DEPARTM OF MANAGEMENT GORrO1RATA R.ASOLUTION j WHEREAS, the Board of Trustees of Larry Ward and Assoeiat—q 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, this 19&. CORPORAT SECRETARY - *11 e day of CHAIRMAN, BOARD OF TRUSTEE S/PRESIDENT _9_ (SEAL) jli .. STOPAL SERV'IC95 A%RE14€MEl�j 11IS AGRf F,MFNT is entered into this day of 1990, by and between the CITY OF MIAMI, a munic— ipal corporation of the State of Florida, hereinafter referred to I s the "CITY", and Strategic International, Inc. hereinafter referred to as the "PROVIDERS"; RECITAL WHEREAS, the CITY and the PROVIDERS enter into this Profes- sional 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: A 29IP T/.7 O r SCOPE OF SERVICE The PROVIDERS shall implement the following professional services for the City of Miami Police Department, hereinafter referred to as the "DEPARTMENT". 1. Conduct one (1) two (2) day seminar for civilian managers/supervisors, the objectives are: a. To discuss the trends and challenges of law enforcement as it affects the Civilians in their work. b. To study the Needs Assessment document written by the DEPARTMENT and to draw out implications for Civilians as they understand their responsibilities. C. To discuss the new Mission Statement, Management Philosophy and Principles of Ethics developed by the leadership team of the DEPARTMENT and to recommit to the values and standards of the DEPARTMENT. d. To brainstorm creative and practical suggestions to improve the work of the Civilians. e. To outline priority arenas and then to make recommendations, suggestions for change and to build action plans for implementation of the suggestions for upper management. 2. Conduct one (1), three (3) day serainar with the Communications Section, the objectives are: a. To review the accomplishments, strengths, rreak.nPQs':. anti r_hnl.l engec of thy! .Afornmvinicationn 5pcti.c��?, h. To pinpoint: major prnh1.ems ;acing the tini.r and to Understand their. origin and effect on the DEPARTMENT. c. To build pra_tical models and action plans to deal with issues. d. To make recommendations to management on concrete steps to take to improve the operations of the Unit. 3. Conduct eight (8) boosr.er sessions and two (2) task force leaders meeting, the objectives are: a. "Booster Session" Objectives 1) To review the accomplishments of each task force. 2) To uncover change resistance barriers in the organization. 3) To understand the. "organizational change" process - involving the unique roles of the sponsor, change agent, and advocate. 4) To outline measurable objectives of the task force. 5) To develop strategies for management approval and implementation of task force priorities. ?; Task force Leaders Meeting Objectives: 1) To understand the "organizational change" process - involving the sponsor/change agent/ advocate relationship. 2) To evaluate the sponsor role in the "organizational change process" and the change agent role. 3) To outline a communication strategy for the task forces. 4) To outline a "sustaining sponsorship" strategy to support project implementation. 4. PROVIDERS shall meet with DEPARTMENT personnel as it relates to the above named seminars, prior to the seminars. 5. The PROVIDERS shall be a co -designer for each seminar and act as an associate facilitator. 6. The PROVIDERS shall meet with the Chief of Police and other designated personnel to report results of each seminar, verbally. 7. The PROVIDERS shall address the following topics: a. Civilian Managers/Supervisors Seminar - Law -2- -. - 90-0193 Enf:ntcement Trends, +hPlIerges, Ethic4, Mana.gement, rhi.l.asophy, Role of Ci�a liana. in the DFPARTMENT and Or.gani?ntion Analysis. b. Communications Section Seminar - Communications Section Trends, Accomplishments, Strengths, Weaknesses and Challenges; Section Priorities and Recommendations for Systems Improvement. ARTICLE II COMPENSATION CITY shall pay the PROVIDERS, within thirty (30) days after execution of the AGREEMENT an advance payment of $4,262.66. Thereafter, a payment of $4,262.66 shall be made within thirty (30) days after the completion of each seminar and receipt of an invoice from the PROVIDERS. Total compensation shall not exceed $12,788.00. ARTICLE III TERMS The AGREEMENT shall commence immediately after it is signed by the City Manager and shall terminate immediately upon completion of the seminars, on May 30, 1990. ARTICLB IV _ TERMINATION CITY retains the right, upon twelve (12) days written no- tice, to PROVIDERS, to terminate the AGREEMENT at any time prior to the completion of the services required pursuant to, the -3 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 PROVIDERS an amount in excess of the total sum provided by the AGREEMENT. It is 4cL:c6y understood jiy jild :;ctween CITY and ^^OVIDERS that any payment made in accordance with this Section to PROVIDERS shall be made only if said PROVIDERS are not in default under the terms of the AGREEMENT. If PROVIDERS are in default, the CITY shall in no way be obligated and shall not pay to PROVIDERS any sum whatsoever. _z_ AR.T IC1,R V INDEPENDENT CONTRA"TOR The PROVIDERS and its employees and agents Rhal_l hp deemed to be independent contractors, not agents or P:nployees of the CITY, and shall not attain any rights or benefits under the Civil Service or Pension Ordinances of the 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 the CITY. ARTICLE VI COMPLIANCE WITH FEDERALI STATE AND LOCAL LAWS Both parties shall comply with all applicable laws, ordi- nances and codes of Federal, State and Local Governments. PROVIDERS agrees that it shall not discriminate as to race, sex, color, creed, national origin or handicap in connection with its performance under the AGREEMENT. PROVIDERS 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 2-11z1) and the State of Florida, and agrees that it will fully comply in all respects with the terms of said lawn. ARTICLE VII MONITORING The PROVIDERS agrees to permit the CITY and its authorized agents to monitor, according to applicable regulations, the program which is the subject of the AGREEMENT. The CITY shall give reasonable notice to the PROVIDERS before monitoring. ARTICLE VIII OWNERSHIP OF DOCUMENTATION All documents developed by PROVIDERS under the AGREEMENT shall be delivered to CITY by said PROVIDERS upon completion of the services required pursuant to the AGREEMENT and shall become the property of CITY, without restriction or limitation on its use. PROVIDERS agrees that all documents maintained and generated pursuant to this contractual relationship between CITY -# and PROVIDERS 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 -4 - Arlo 901� r _y Infor.;+stI,on, wri.ti.n, maps, contract �ioclvment reports or any rather mRtter whatsoever. -hich 1.a given by ('ITT t-o PROVIDER1; pursuant tra the AGREEMENT shall, at,. a1.1 ttin oa� remain t}an property of CITY and shall not be used by PROVIDERS for any other purposes whatsoever without the written consent of CITY. ♦DTTrrr TV NONDELEGABILITY That the obligations undertaken by PROVIDERS pursuant to the AGREEMENT shall not be delegated or assigned to any other person or firm unless the CITY shall first consent in writing to the performance or assignment of such service or any part thereof by another person or firm. ♦DTTl'�T W 4 AWARD OF AGREEMENT The PROVIDERS warrant that they have not employed or retained any person employed by the CITY to solicit or secure the AGREEMENT and that they have not offered to pay, paid, or 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. ARTICLE ZI A. INDEMNIFICATION The PROVIDERS 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 activi— ties under the AGREEMENT including all other acts or omissions to act on the past of the PROVIDERS 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 The DEPARTMENT has expertise in the area of Law Enforcement Training. The PROVIDERS have 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 the PROVIDERS be exempt from the regularly required insurance. The Training Unit of the DEPARTMENT will accept responsibll.ityy" of monitoring all activities as it relates to the PROVIDER's involvement with providing training, _g_ 90 193 ARTICLE XTT 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. ARTICLE RIII DEFAULT PROVISION In the event that PROVIDERS 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 PROVIDERS may cancel and terminate the AGREEMENT and all payments, advances or other compensation paid to PROVIDERS by CITY while PROVIDERS was in default of the provisions herein contained, shall be forthwith returned to the CITY. ARTICLE ZIV CONSTRUCTION OF AGREEMENT The AGREEMENT shall be construed and enforced according to the laws of the State of Florida. ARTICLE RV SUCCESSORS AND ASSIGNS The AGREEMENT shall be binding upon the parties herein, their heirs, executors, legal representative, successors, and assigns. ARTICLE XVI NON-DISCRIMINATION The PROVIDERS agree that they shall not discriminate as to race, sex, color, creed, national origin or handicap in connection with their performance under this Agreement. ARTICLE XVII AGREEMENTS No amendments to the AGREEMENT shall be binding on either party unless in writing and signed by the parties. Ask AR.7CICL,E�III ENTIRE AGREEMENT This instrument and its attachments constitute the sole :z.nd 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 he delivered by personal service or by registered ►nail addressed to the other party at the address indicated herein or as the sane 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 B. 'Title and paragraph headings are for convenient reference and are not a part of the AGREEMENT. C. In t►ee event of conflict between the terms of the AGREEMENT and any terms or conditions contained in any attached docu— ments, 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 other— wise 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 90:.93 dpe-mPti severe _e and in either event., remaining termp and provisions of the AGREEMENT shell remain ainmodffi.ed s4nd in fail force and effect. IN WITNESS WHEREOF, the parties hereto have caused this instrument to be executed by the persons thereto legally aurhncized, this the day and year first above written. ATTEST: 1 aJ AL vfh'�'� CO ORATE SECRETARY ATTEST: CITY CLERK AP PROV OF POLICE STRATEGIC INTERNATIONAL, INC. APPROVED AS TO FORM AND CORRECTNESS: I EY7 12,11 -a- • / , y +! PRESIDENT CITY OF MIAMI, A RUNICIPAL CORPORATION OF THE STATE OF FLORIDA BY: CITY MANAGER APPROVED AS TO INSURANCE REQUIREMENTS: DEPART T OF MANAGEMENT 90-OIL93 CORPORATE 995OL ION WHFREAS, the AoArd of Truste-es of Strategic InternationA1., 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 Strategic International, 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, this � �i day ofAj _ 19. CHAIRMAN, BOARD OF TRUSTEES/PRESIDENT a % (SEAL) CORPORATE SECRETARY g— CITY OF MiAMI, FLORIDA INTER -OFFICE MEMORANDUM CA=15.= To The Honorable Mayor and Members DATE F.LE of the City Commission SUBJECT Resolution Authorizing Professional Services Agreements FROM REFERENCES /esa4r H. Odio City Manager ENCLOSURES It is respectfully recommended that a Resolution authorizing the City Manager to enter into Professional Services Agreements with Strategic International, Inc., Larry Ward and Carlos Zervigon, at a cost not to exceed $32,485, be approved. The Miami Police Department is continuing a self evaluation process which is designed to develop a new Mission Statement, Management Philosophy and Principles of Ethics in an effort to improve its image within the community as well as the level of services provided to the community. As part of that process the Department has conducted seminars including all sworn personnel above the rank of sergeant. The Department would now like to receive input and recommendations from the civilian employees in the Department. Two Task Force Leaders Meetings and eight Booster Sessions will be conducted to discuss the trends and challenges of law enforcement as it affects civilians. 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 $32,485, funding to be provided from the Law Enforcement Training Trust Fund, Project No. 619001, Index Code 290508-270, be approved. 90 19 r 141 J,