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HomeMy WebLinkAboutExhibit 1AFFILIATING AGREEMENT BETWEEN CITY OF MIAMI AND NATURE LINKS FOR LIFE LONG LEARNING This Affiliating Agreement, (referred to as the Agreement day of 2013 (but effective as of August 19, 2013 pursuant to Section 2 below) by and between the City of Miami, a Municipal corporation of the State of Florida, hereinafter referred to as (CITY) and Nature Links for Lifelong Learning, herein, referred to as (NL), collectively hereinafter referred to as (PARTIES); WHEREAS, PARTIES wish to establish cooperative efforts on behalf of all Parties in providing young adults with disabilities between the ages of 22-30 continuing vocational education that will allow them to acquire skills that will lead to employment; and WHEREAS, this Agreement provides for compliance with federal, state and local laws and regulations applying to the provision of educational programs and related services for young adults with disabilities; and NOW THEREFORE, in consideration of mutual covenants herein contained other good and valuable consideration, the receipt of which is hereby acknowledged, PARTIES agree as follows: 1. PARTIES intend for this Agreement to form the basis of the implementation of Nature Links for Lifelong Learning. The program Nature Links for Lifelong Learning is defined as a community outreach program that provides continuing education to employable 22 to 30 year old young adults with developmental disabilities that are Pie (3_ 66,a_ 1 seeking specialized vocational education that will lead to employment. Nature Links will also partner with Florida Department of Education's Division of Vocational Rehabilitation and Miami Dade College's Miami Culinary Institute. Its goal is for young adults to learn employability and job skills while participating in a variety of learning opportunities which lead to competitive employment. 2. The effective term of this Agreement is from August 19, 2013 through and including June 5, 2014. Upon expiration of the initial term of this Agreement, the Agreement shall automatically renew for (2) two additional one-year periods ending June 5, 2016, unless earlier cancelled as provided for herein. 3. This Agreement may be terminated by any of the PARTIES at any time by giving the other PARTIES notice in writing at least thirty (30) days prior to the intended termination date. In the event of an issue involving health, safety or welfare of the individuals, CITY may terminate the Agreement immediately. The PARTIES shall have no recourse against each other for a termination under this section. 4. This Agreement may only be modified or amended by mutual written consent of the PARTIES. 5. Overall on -site implementation and monitoring of this Agreement shall be carried out through cooperative efforts of the PARTIES administrative staffs. 6. It is understood by PARTIES that all personnel provided by NL are subject to the rules and policies of CITY as stated below: (a). All CITY property, including keys, parking permits and identification cards issued to NL employees much be returned to CITY upon termination of Agreement. ALL CITY property may only be used by NL employees ( but no other person) for purposes in furtherance of this Agreement and for no other purpose whatsoever. (b). NL employees and students are subject to all evacuation policies and procedures. (c). NL employees and students are subject to all parking rules, fees or charges, if any, and regulations. 7 Facilities and Support Services 2 With reference to program Facilities and Support Services, Parties agree to the following: (a). CITY shall: Provide classroom space (with tables and chairs to be used as student work areas) at Lummus Park from 10:OOam to1:00pm from August to Early June only (summer months are excluded). ii. Provide one-way transportation during program operating days to Miami Dade College. Provide a city part time program assistant for a maximum of 25 hours per week; the staff will be assigned to work directly with the program at Lummus Park only and report to the Parks and Recreation Department Disabilities Division. iv. Not be responsible for the content, management, supervision, direction or performance of the program. v. Provide funding in the amount of $7,500 to be used in direct support of program operating costs. (b). NL shall: Provide all staff required for the development, implementation, and management of the program. ii. Seek, write and comply with grants for the program. Develop and provide curriculum and instructional materials that encompass functional academics, transition, job development and job readiness. iv. Coordinate the program schedule and activities aligned to program definition. v. Develop and coordinate marketing the program. vii. Develop and coordinate the recruitment of12 qualified students for the program. vii. Coordinate and execute fundraising activities and/or community events and manage revenues. 3 viii. Develop, coordinate and maintain NL website. ix. Provide programmatic and/or space adaption, accommodations, and implement as necessary. 8. Indemnification With reference to liability, PARTIES agree to the following: (a). NL shall indemnify, defend and hold harmless the City and its officials, employees, and its designated third -party administrator for claims (collectively referred to as "Indemnities") and each of them from and against all loss, costs, penalties, fines, damages, claims, expenses (including attorney's fees) or liabilities (collectively referred to as "Liabilities") by reason of any injury to or death of any person or damage to or destruction or loss of any property arising out of, resulting from, or in connection with: (i) The negligent performance or non-performance of the Services contemplated by this Agreement (whether active or passive) of NL or its employees or subcontractors (collectively referred to as "NL") which is directly caused, in whole or in part, by any act, omission, default or negligence (whether active or passive or in strict liability) of the Indemnities, or any of them, or (ii) The failure of the NL to comply materially with any of the requirements herein, or the failure of the NL to conform to statutes, ordinances, or other regulations or requirements of any governmental authority, local, federal or state, in connection with the performance of this Agreement. (b.) NL expressly agrees to indemnify, defend and hold harmless the Indemnities, or any of them, from and against all liabilities which may be asserted by an employee or former employee of NL, or any of its subcontractors, as provided above, for which the NL's liability to such employee or former employee would otherwise be limited 4 to payments under state Workers' Compensation or similar laws. NL further agrees to indemnify, defend and hold harmless the Indemnities from and against: (i) Any and all Liabilities imposed on account of the violation of any law, ordinance, order, rule, regulation, condition, or requirement, related directly to NL's negligent performance under this Agreement, compliance with which is left by this Agreement to NL, and (ii) Any and all claims, and/or suits for labor and materials furnished by NL or utilized in the performance of this Agreement or otherwise. (c.) NL understands and agrees that any and all liabilities regarding the use of any subcontractor for Services related to this Agreement shall be borne solely by NL throughout the duration of this Agreement and that this provision shall survive the termination of this Agreement. 9. No Third Party Beneficiaries PARTIES expressly acknowledge that it is not their intent to create or confer any rights or obligations in or upon any third person or entity under this Agreement. Nothing herein shall be construed as consent by an agency or political subdivision of the State of Florida to be sued by third parties in any matter arising out of any contract. 10. Conflict of Interest PARTIES are aware of the conflict of -interest laws of the CITY (Code of the City of Miami, Florida, Chapter 2, Article V), of Miami -Dade County, Florida (Code of Miami - Dade County, Florida, Section 2-11.1), and of the State of Florida (as set forth in Florida Statutes) and agree that they will fully comply in all respects with the terms thereof and any future amendments. 11. Governing Law & Venue 5 This Agreement shall be construed in accordance with the laws of the State of Florida. Any dispute with respect to this Agreement is subject to the laws of Florida; venue is in Miami -Dade County. Each party shall be responsible for its own attorney's fees and costs incurred as a result of any action proceeding under this Agreement. 12. Emergency Response Plan CITY shall provide NL with a copy of their emergency response plan to be implemented in the event of a natural disaster or Toss of power in order to ensure the continuation of educational services to NL when permitted. All CITY contact numbers should be updated and given to NL at the beginning of the program year. 13. Confidentiality of Student Information PARTIES understand and agree that they are subject to all federal and state laws relating to the confidentiality of student information. PARTIES shall regard all student information as confidential and will not disclose the student information to any third party. PARTIES understand that the City is subject to the Public Records Act, Chapter 119, Florida Statutes, unless such documents, data or other records are exempted by applicable Federal or State laws. 14. Injury PARTIES hereto shall immediately complete an incident report in the event of any serious bodily injury to anyone within the scope of this Agreement. PARTIES hereto shall provide each other written notification of the incident immediately within two (2) hours of the incident. PARTIES hereto shall provide each other written notification within seven (7) days, if any legal action is filed as a result of such an injury. 15. Sexual harassment PARTIES hereto shall submit an incident report in the event a client or employee makes an allegation of sexual harassment, sexual misconduct or sexual assault by, as applicable, a NL or CITY employee which NL, and CITY has knowledge thereof. 6 PARTIES hereto shall provide each other written notification within three (3) working days if such an allegation is made. PARTIES hereto shall provide each other written notification within seven (7) days, if any legal action is filed as a result of such an alleged incident. 16. Access to records: audit PARTIES shall provide access to all of their records which relate to this Agreement at its place of business during regular business hours. PARTIES agree to provide such assistance as may be necessary to facilitate their review or audit. This Agreement is subject to the inspection and audit rights of the City set forth in 18-100 to 18-102 of the City Code, which is deemed as being in corporate by reference herein in the event the City elects to conduct an inspection or an audit. 17. Background Screening Requirements PARTIES agree that PARTIES and all of their employees who provide or may provide services under this Agreement have met background check screening requirements that are in compliance with Florida Statutes. PARTIES agree that they have an ongoing duty to maintain and update their policy on background check screening requirements to ensure theft compliance with Florida. PARTIES further agree that failure by any PARTY to comply with the requirements of this section shall constitute a material breach of the Agreement entitling PARTIES to terminate this Agreement immediately with no further responsibility to perform any other duties under this Agreement. 18. Drug -Free Workplace PARTIES agree to conduct general drug screening on all applicants for instructional and non -instructional positions within the agency. A negative screening result shall be required for employment. The cost of the drug screening will be borne by the respective entity or the employee. 19. ADA 7 ADA shall mean the Americans with Disabilities Act. The Americans with Disabilities Act (ADA) gives federal civil rights protections to individuals with disabilities similar to those provided to individuals on the basis of race, color, sex, national origin, age, and religion. It guarantees equal opportunity for individuals with disabilities in public accommodations, employment, transportation, State and local government services, and telecommunications. 20. Entire Agreement This Agreement and its attachments and exhibits constitute the sole and only Agreement of the parties and accurately set forth the rights, duties, and obligations of each to the other. Any prior Agreements, promises, negotiations, or representations not expressly set forth in this Agreement are of no force and effect. 21. Amendment No amendments to this Agreement shall be binding on either party unless in writing and signed by both parties. 22. Miscellaneous (a). Captions, title and paragraph headings are for convenient reference and are not a part of this Agreement. Such captions, title or paragraph headings shall not be deemed in any manner to modify, explain, enlarge or restrict any of the provisions contained in this Agreement. (b). Subject to the provision of Article III, in the event of conflict between the terms of this Agreement and any terms or conditions in any attached document; the terms in this Agreement shall prevail. (c). No waiver or breach of any provision of this Agreement shall constitute a waiver of any subsequent breach of the same or any other provision hereof, and no waiver shall be effective unless made in writing. (d). Should any provisions, paragraph, sentence, work or phrase contained in this Agreement be determined by a court of competent jurisdiction to be invalid, illegal or otherwise unenforceable under the laws of the State of Florida or the City of Miami, such provisions, paragraphs, sentences, words or phrases shall be deemed modified to the extent necessary in order to conform with such laws, or if not modifiable to conform with such 8 laws, then same shall be deemed severable, and in either event, the remaining terms and provisions of this Agreement shall remain unmodified and in full force and effect. (e). Further Assurances. All parties hereto upon the request of any other party shall execute such further instruments or documents as may be reasonably required by the requesting party to implement the terms, conditions and provisions of this Agreement. 23. Third Party Beneficiary The parties agree that it is not intended that any provision of this Agreement establishes a third party beneficiary giving or allowing any claim or right of action whatsoever by any third party under this Agreement. 24. Performance Evaluations The City conducts performance evaluations during and after completion of agreements with the Contractor, which are used as a basis for the awarding of future work as well advising the Contractor of its performance. 25. Notices All notices or other communications which shall or may be given pursuant to this Agreement shall be in writing and shall be delivered by personal service, or by registered mail addressed to the other party at the address indicated herein or as the same may be changed from time to time. Such notice shall be deemed given on the day on which personally served; or if by mail, on the fifth day after being posted or the date of actual receipt, whichever is earlier. AS TO THE CITY: Johnny Martinez, P.E., City Manager City of Miami 3500 Pan American Drive Miami, Florida 33133 With Copy to: Juan Pascual, Parks Director 444 SW 2nd Ave., 8th Floor 9 Miami, Florida 33130 AS TO NL: Gregory Bush Nature Links for Life Long Learning 6261 Coral Lake Drive Miami, Florida 33155 (H) 305-926-5001 (C) 305-926-5001 26. Independent Contractor Contractor, its employees, agents or representatives, shall be deemed to be independent contractors and 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. Contractor, its employees, agents or representatives, shall not be entitled to Florida Workers' Compensation benefits as an employee of the City. 27. Contingency Clause Funding for this Agreement is contingent on the availability of funds and continued authorization for program activities and the Agreement is subject to amendment or termination due to lack of funds, reduction of funds and/or change in regulations in written policies, program goals, program budgets or applicable laws, upon thirty (30) days written notice. 28. Cancellation for Convenience The CITY Manager may cancel this Agreement for convenience, following thirty(30) days notice from the City Manager or his/ her designee , as provided in §26 "Notices." There shall be no recourse against the City from such a cancellation. 10 IN WITNESS WHEREOF, the PARTIES have caused this AGREEMENT to be executed by their respective and duly authorized officers the day and year first above written. "CITY" CITY OF MIAMI, a Municipal Corporation ATTEST: By: .By: Johnny Martinez, P.E. City Manager Todd Hannon City Clerk APPROVED AS TO LEGAL FORM AND APPROVED AS TO INSURANCE CORRECTNESS: REQUIREMENTS: By: By: Julie O. Bru Calvin Ellis, Director City Attorney Risk Management "N L" Nature Links for Life Long Learning By: By: Print Name: Print Name: Title: Title: 11 EXHIBIT A INSURANCE REQUIREMENTS for NATURE LINKS FOR LIFE LONG LEARNING I. Commercial General Liability a. Limits of Liability Bodily Injury and Property Damage Liability Each Occurrence General Aggregate Limit Products/Completed Operations Personal and Advertising Injury II. Endorsements Required City of Miami listed as an additional insured Contingent Liability & Contractual Liability Premises & Operations Liability Primary Insurance Clause Endorsement III. Business Automobile Liability A. Limits of Liability Bodily Injury and Property Damage Liability Combined Single Limit Hired, Borrowed or Non -Owned Autos Any One Accident B. Endorsements Required City of Miami listed as an additional insured $1,000,000 $ 2,000,000 $1,000,000 $1,000,000 $ 300,000 12 IV. Worker's Compensation Limits of Liability Statutory -State of Florida Employer's Liability A. Limits of Liability $100,000 for bodily injury caused by an accident, each accident. $100,000 for bodily injury caused by disease, each employee $500,000 for bodily injury caused by disease, policy limit IV. Sexual Abuse & Molestation Coverage $100,000 The above policies shall provide the City of Miami with written notice of cancellation or material change from the insurer not Tess than (30) days prior to any such cancellation or material change, or in accordance to policy provisions. Companies authorized to do business in the State of Florida, with the following qualifications, shall issue all insurance policies required above: The company must be rated no Tess than "A-" as to management, and no less than "Class V" as to Financial Strength, by the latest edition of Best's Insurance Guide, published by A.M. Best Company, Oldwick, New Jersey, or its equivalent. All policies and /or certificates of insurance are subject to review and verification by Risk Management prior to insurance approval. 13