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HomeMy WebLinkAboutR-85-0833J-85-656 RESOLUTION NO. 85~-'84 3#'3 A RESOLUTION AUTHORIZING THE CITY MANAGER TO EXECUTE A PROFESSIONAL SERVICE AGREE- MENT, IN A FORM ACCEPTABLE TO THE CITY ATTORNEY, WITH VALLE AXELBERD AND ASSOCIATES, INC. FOR THE PURPOSE OF PROVIDING STRESS CONTROL TRAINING DURING FISCAL YEAR 1986 TO %1EMBERS OF THE MIAMI POLICE DEPARTMENT, WITH THE COST OF SAID CONTRACT NOT TO EXCEED $22,130 WITH FUNDS THEREFOR ALLOCATED FROM THE STATE OF FLORIDA LAIC' EN- FORCEMENT TRAINING TRUST FUND. BE IT RESOLVED BY THE COMMISSION OF THE CITY OF MIAMI, FLORIDA: Section 1. The City Manager is hereby authorized to execute a professional service agreement, in a form acceptable to the City Attorney, with Valle Axelberd and Associates, Inc. for the purpose of providing stress control training during Fiscal Year 1986 to members of the Miami Police Department, with the cost of said contract not to exceed $22,130 with funds therefor hereby allocated from the State of Florida Law Enforcement Training Trust Fund. PASSED AND ADOPTED this 25th day of July 1985. ATTEST: RALPH G. ONGIE CITY CLERK PR ABED AN APJPROVED BY: I D PUTY CITY TTO Y AP v CITY ATTORN Maurice A. Ferre MAURICE A. FERRE, M A Y O R FORM AND CORRECTNESS: CITY COMMISSION MEETING or JUL 25 1985 CITY OF MIAMI. FLORIDA ' INTER -OFFICE MEMORANDUM 47-- TO. The Honorable Mayor and air ; U L 9 9 L ALE; Members of the City Commission SUBJECT Contract for Stress Courses FROM Sergio P City Ma REFERENCES: ENCLOSURES. It is requested that the City Manager execute a contract between the City of Miami and Valle/Axelberd and Associates, Inc. for the purpose of conducting Stress Control Training Courses during Fiscal Year 1936 for police officers in Dade and Monroe Counties with Valle Axelberd and Associates, Inc. with the cost of said contract not to exceed $22,130 with funds therefor allocated from the State of Florida Law Enforcement Training Trust Fund. Attached is a contract for the presentation of six (6) forty hour Stress Courses by Valle/Axelberd and associates, Inc. This contract is funded by Region XIV of the Criminal Justice Standards and Training Commission, and $22,130 are allocated from the State of Florida Law Enforcement Training Trust Fund. The Miami Police Department developed this course and has offered it to all Law Enforcement Officers in Dade and Monroe Counties (Region XIV) for the last several years. The course is well attended, widely acclaimed and has always been funded by the State. 85-833, i i , AGREEMENT THIS AGREEMENT is entered into this day of 1935, by and between the CITY OF MIAMI a municipal corporation of the State of Florida, hereinafter referred to as the "CITY", and VALLE-AXELBERD AND ASSOCIATES hereinafter referred to as the "PROVIDER" WHEREAS, the Department is desirous of obtaining Stress Control Training as described in Exhibit I from the PROVIDER and the PROVIDER is desirous of furnishing such services; and WHEREAS, the City Commission has adopted Resolution 85-563 approving in concept, the need for obtaining these services; and WHEREAS, the Department is desirous of obtaining such services of the PROVIDER and the PROVIDER is desirous of furnishing such services. 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: ARTICLE I DEFINITIONS (1) "CITY" means The City of Miami. (2) "PROVIDER" means Valle and Axelberd and Associates, Inc. having principal offices at 115 Mederia Avenue, Coral Gables, Fla. 33134, its officers, employees and agents. (3) "DEPARTMENT" means The City of Miami Police Department. ARTICLE II SCOPE OF SERVICES The Scope of Services and Line Item Budget are incorporated as part of this Agreement and are attached hereto as Exhibit 1. ARTICLE III A. COMPENSATION: 1. CITY shall pay PROVIDER as maximum compensation for the services required pursuant to Article II hereof, $ 22,130. 85--833 5 B. METHOD OF PAYMENT 1. Periodic payments shall be made to the PROVIDER, according to the following schedule. a. Ten thousand dollars ($10,000) shall be due on January 1, 1986. b. The balance of twelve thousand one hundred thirty dollars ($12,130.00) shall be due after March 1, 1936. c. Compensation shall be payable after review and approval by the Commander of the Training Unit. 2. CITY shall have the right to review and audit the time records and related records of consultant pertaining to any payments by the CITY. ARTICLE IV TERM The term of this agreement shall be from October 1, 1985 through June 30, 1986. ARTICLE V TERMINATION CITY retains the right to terminate this Agreement at any time prior to the completion of the services required pursuant to this Agreement without penalty to CITY. In that event, notice of termination of this 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 this 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 this Agreement. If PROVIDER is in default, the CITY shall in no way be obligated and shall not pay to PROVIDER any sum whatsoever. -2- 85-833_ ARTICLE VI INDEPENDENT CONTRACTOR That the PROVIDER, its employees and agents shall he 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 he/she shall not be deemed entitled to Florida Worker's Compensation benefits as an employee of the CITY. ARTICLE VII COMPLIANCE WITH FEDERAL, STATE AND LOCAL LAWS Both parties shall comply with all applicable laws, ordinances and codes of Federal, State and Local Governments. ARTICLE VIII A. NON DISCRIMINATION PROVIDER agrees that it shall not discriminate as to race, sex, color, creed, or national origin in connection with its performance under this Agreement. B. MINORITY PROCUREMENT COMPLIANCE PROVIDER acknowledges that it has been furnished a copy of Ordinance No. 9775, 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. ARTICLE IX ONITORING The PROVIDER agrees to permit the CITY and authorized agents to monitor, according to applicable regulations, the program which is the subject of this Agreement. The CITY shall give reasonable notice to the PROVIDER before monitoring. -3- 85-833. ARTICLE X FINANCIAL RECORDS The PROVIDER shall keep accounting records which conform with generally accepted accounting principles, which shall include but not be limited to a cash receipt journal, cash disbursement journal, general ledger, and all such subsidiary ledgers as determined necessary by the CITY. All such records shall be retained by the PROVIDER for no less than three (3) years beyond the term of this Agreement. ARTICLE XI FINANCIAL AUDIT The PROVIDER shall furnish to the CITY copies of the annual certified Public Accountant's opinion and the related financial statements within thirty (30) days of issuance thereof. If such Public Accountant's audit is not performed and the PROVIDER does not elect to do so of its own volition, then the PROVIDER shall furnish to the CITY copies of the unaudited financial statements within thirty (30) days of the close of the PROVIDER'S fiscal year. ARTICLE XII Ar( FCS TO R Frng nc% The PROVIDER shall allow access during normal business hours to all records, forms, files, and documents, both financial and non -financial, generated in performance of this Agreement to authorized Federal, State, County or CITY representatives and agrees to provide such assistance as may be necessary to facilitate a financial or program audit by any of these representatives, when deemed necessary to insure compliance with applicable CITY financial, or program standards. ARTICLE XIII AMENDMENTS No amendments to this Agreement shall be binding on either party unless in writing and signed by both parties. a P ARTICLE XIV PERFORMANCE REVIEW The CITY may conduct a formal quarterly review of the PROVIDER'S compliance. F with the terms of this Agreement. A report of their findings will ')e made available to the PROVIDER within thirty (30) days of the completion of said review. ARTICLE XV SEVERABILITY OF PROVISIONS If any provision of this Agreement is held invalid, the remainder of this Agreement shall not be affected thereby, if such remainder would then continue to conform to the terms and requirements of applicable laws. ARTICLE XVI OWNERSHIP OF DOCUMENTS All documents developed by PROVIDER under this Agreement shall be delivered to CITY by said PROVIDER upon completion of the services required pursuant to this 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 this 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. ARTICLE XVII CONFLICT OF INTEREST A. The PROVIDER covenants that no person under its employ who presently exercises any functions or responsibilities in connection with this Agreement has any personal financial interests, direct or indirect, with CITY. PROVIDER further covenants that, in the performance of this Agreement, no person having -5- 85-833 0 such conflicting interest shall be employed. Any such interests on the part of the PROVIDER or its employees, must be discussed in writing to the CITY. B. PROVIDER is aware of the conflict of interest laws of the City of %liami (City of Miami Code Chapter 2, Article V), Dade County, Florida (Dade County Code 4 Section 2-11.1) and the State of Florida. and agrees that they will fully comply in all respects with the terms of said laws. ARTICLE XVH1 A. INDEMNIFICATION The PROVIDER shall indemnify and save CITY harmless from and against any and all claims, liabilities, losses, and causes of action, which may arise out of PROVIDER'S activities under this 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 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. B. INSURANCE The PROVIDER shall maintain during the term of this Agreement, the insurance specified below, and a certificate of insurance in evidence of compliance shall be filed with the City of Miami Risk Management Division, 65 S.W. lst Street, ;Miami, Florida 33233-0703, prior to execution of this Agreement. This shall include: a. Comprehensive General Liability Insurance or its equivalent coverage with at least a combined single limit of $1,000,000 per occurence for bodily injury and property damage liability. The City shall be named as an additional insured with respect to this coverage. b. Coverage extensions shall include Contractual Liability, Personal Injury, and Production and Completed Operations coverage. C. All insurance policies required shall be issued through companies authorized to do business under the laws of the State of Florida, with the following qualifications as to management and financial strength: :M 85'-83u The Company must be rated no less than "A" as to management, and no less than "Class X" as to strength, by the latest edition of 3est's Insurance Guide, published by A-M. Best Company, Oldwick, New Jersey, or its equivalent, subject of the approval of the City Risk Management Division. Compliance with the foregoing requirements shall not relieve the PROVIDER of its liability and obligation, under this Section or under any other section of this agreement. ARTICLE XIX AWARD OF AGREEMENT PROVIDER 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 any kind contingent upon or resulting from the award of this Agreement. ARTICLE XX NON-DELEGABILITY That the obligations undertaken by the PROVIDER pursuant to this 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 services or any part thereof by another person or firm. ARTICLE XXI CONSTRUCTION OF AGREEMENT This Agreement shall be strictly construed and enforced according to the laws of the State of Florida. ARTICLE XXII SUCCESSORS AND ASSIGNS This Agreement shall be binding upon the parties herein, their heirs, executors, legal representatives, successors, and assigns. -7- 85-833. I ARTICLE XXIII AUDIT RIGHTS The CITY reserves the right to audit the records of the PROVIDER at any time during the performance of this Agreement and for a period of three ,years after final payment is made under this Agreement. ARTICLE XXIV 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, or authorization, reduction of funds, and/or change in regulations. ARTICLE XXV DEFAULT PROVISION In the event that PROVIDER 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 herein, then CITY, at its sole option, upon written notice to PROVIDER may cancel and terminate this 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 CITY. ARTICLE XXVI NOTICES GENERAL CONDITIONS A. General conditions 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. -s- 85-833. nwrnr �i ftJ CITY OF ,MIAMI 3500 Pan American Drive Nliami. Florida 33133 Copy to: Chief of Police 400 N.W. 2nd Avenue Miami, Florida 33101 PROVIDER Valle, Axelberd and Associates, Inc. l l5 Madeira A,ienue Coral Gables. Fla. 33134 B. Title and paragraph headings are for convenient reference and are not a part of this 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 this Agreement shall rule. 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 E. waiver shall be effective unless made in writing. 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 State of Florida or the City of Miami, such provisions, paragraphs, sentences, words or phrases shall be deemed modified to the extent necessary to conform with either event, the remaining terms and provisions of this Agreement shall remain unmodified and in full force and effect. IN WITNESS WHEREOF, the parties hereto have caused this instrument be executed by the persons thereto legally authorized, this the day and year first above written fittest: CORPORATE SECRETARY A ttest: CITY CLERK APPROVED: CHIEF OF POLICE APPROVED AS TO FORM AND CORRECTNESS: CITY ATTORNEY APPROVED AS TO INSURANCE REQUIREMENTS: DEPARTMENT OF RISK MAN. G '.VENT 1102 1:3s PRESIDENT (SEAL) CITY OF MIAMI, A :MUNICIPAL CORPORATION OF THE STATE OF FLORIDA By: CITY MANAGER B5-833 A CORPORATE RESOLUTION !WHEREAS, the Board of Directors of Valle-Axelberd and Associates has examined terms, conditions, and obligations of the proposed contract with the City of Miami for The :Miami Police Department; WHEREAS, the Board of Directors at a duly held corporate meeting have considered the matter in accordance with the by-laws of the corporation; NOW, THEREFORE, BE IT RESOLVED BY THE BOARD OF DIRECTOR OF The Valle-Axelberd's and Associates 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 19S, CHAIRMAN, BOARD OF TRUSTEES CORPORATE SECRETARY 85-833 0 O SCOPE OF SERVICES EXHIBIT I Scope of Services to be Performed by Valle & Axelberd and Associates, Inc, for the City of Miami 3elow are the tasks that will be performed by Valle & Axelberd and Associates, Inc. (1) Maintain a forty hour training program that will help police officers to recognize and cope with job stress and that %vill address their individual needs in the areas of psychology, physiology and nutrition. (2) Update the complete lesson plan prepared during the 1984-1985 contract identifying program objectives, teaching methods, instructional aids, lecturers, and deliver same to the Miami Police Department Training Unit prior to January 1, 1986. It shall be the responsibility of the CORPORATION to compensate any and all other persons whom they wish to utilize toward achieving the program's objectives. (3) Update the instructor's outline covering the specific information that will be presented during the training program, and deliver the same to theMiami Police Department Training Unit by January 1, 1986. (4) Update and maintain tests for measuring the degrees of attainment of program objectives and for evaluating the overall program achievement, and each student's progress so that a final grade for each student can be determined. (5) Conduct six training sessions of forty hours each in duration and make program modifications, after each session, where necessary to maintain a high level of program quality. (6) Provide initial counselling and referral services for program participants during each of the forty hour training sessions when the need dictates. (7) Develop an individualized program for each of the program participants that will help them to successfully deal with their own particular stress in a manner that will be beneficial to their jobs and personal health. (3) Prepare an evaluation report upon the conclusion of the training program that will accurately reflect the degree to which objectives were met and the overall achievement, which shall be delivered to the Miami Police Department Training Unit prior to July 31, 1986. 85-833