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
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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.
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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.
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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.
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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.
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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.
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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
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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
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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:
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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.
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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.
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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
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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
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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.
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