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HomeMy WebLinkAboutBack-Up DocumentsPROFESSIONAL SERVICES AGREEMENT BETWEEN CITY OF MIAMI. FLORIDA AND OVERTOWN YOUTH CENTER. INC. This Agreement is entered into this day of , 2021 by and between the City of Miami, a municipal corporation of the State of Florida, whose address is 3500 Pan American Drive, Miami, Florida 33133 (hereinafter referred to as the "City") and Overtown Youth Center Inc., a State of Florida non-profit corporation qualified to do business in Florida ("Provider"), whose address is 450 NW 14th St, Miami, FL 33136. RECITALS: A. WHEREAS, the Office of Grants Administration applied for and was awarded a financial literacy and empowerment coaching grant from the CFE Fund, Inc. for the purpose of providing financial empowerment coaching and one-on-one financial consultation to approximately 100 students for the City's Summer Youth Employment and Financial Empowerment Program (the "Program") as required by the Grant application. B. WHEREAS, Provider is a well -respected and recognized non-profit entity who is presently serving the local community and has the infrastructure and can provide the services required by the Program to aid in the hiring of additional local City of Miami youth for summer job placement and oversight. C. WHEREAS, Provider can also provide support needed to engage local business partners who can provide a safe and healthy workplace and job opportunities for the students, including the City of Miami. D. WHEREAS, Provider can also provide and ensure a proper human resource function necessary that meets the need of the program and the students. E. WHEREAS, Provider can also provide and ensure a proper payroll function that meets the needs of their students for prompt and timely biweekly payments during the summer. RSR #13-715L F. WHEREAS, Provider will adhere to, follow and implement all components of the City of Miami's Summer Youth Employment & Financial Empowerment Program. B. Pursuant to Resolution , adopted on the Miami City Commission approved the selection of Provider for the provision of the Services required under the Program and grant application, and authorized the City Manager to execute a contract, under the terms and conditions set forth herein. NOW, THEREFORE, in consideration of the mutual covenants and promises herein contained, Provider and the City agree as follows: TERMS: 1. RECITALS: The recitals are true and correct and are hereby incorporated into and made a part of this Agreement. 2. TERM: The term of this Agreement shall commence on through and shall continue until completion of the Program by Provider under the Grant. 3. OPTION TO RENEW: The City shall have the option to renew subject to Miami City Commission approval. 4. SCOPE OF SERVICE: A. Provider agrees to implement the City of Miami Summer Youth Employment and Financial Empowerment Expansion Program and provide the Services as specifically described, and under the special terms and conditions set forth in Attachment "A" hereto, which by this reference is incorporated into and made a part of this Agreement. B. Provider represents and warrants to the City that: (i) it possesses all qualifications, insurances, licenses and expertise required for the performance of the Services; (ii) it is not delinquent in the payment of any sums due the City, including payment of permit fees, Overtown Youth Center, Inc. — Professional Services Agreement — Page 2 of 17 occupational licenses, etc., nor in the performance of any obligations to the City, (iii) all personnel assigned to perform the Services are and shall be, at all times during the term hereof, fully qualified and trained to perform the tasks assigned to each; and (iv) the Services will be performed in the manner described in Attachment "A" under the section "Your Program". 5. BUDGET: A. The amount payable by the City to Provider shall be based on the rates and schedules described in Attachment "B" hereto, which by this reference is incorporated into this Agreement; provided, however, that in no event shall the amount of the program's operating budget exceed . The city shall have no liability for any cost, fee, debt, expense or charge in excess of this amount. B. Unless otherwise specifically provided in Attachment "B", payment shall be made within fifteen (15) days after receipt of Provider's proper invoice, as such term is defined by Section 218.72 of the Florida Statutes which shall be accompanied by sufficient supporting documentation and contain sufficient detail, to allow a proper audit of expenditures, should City require one to be performed. If Provider is entitled to reimbursement of travel expenses, then all bills for travel expenses shall be submitted in accordance with Section 112.061, Florida Statutes. 6. OWNERSHIP OF DOCUMENTS: Provider understands and agrees that any information, document, report or any other material whatsoever which is given by the City to Provider or which is otherwise obtained or prepared by Provider pursuant to or under the terms of this Agreement is and shall at all times remain the property of the City. Provider agrees not to use any such information, logo, document, program name, program design, report or material for any other purpose whatsoever without the written consent of City, which may be withheld or conditioned by the City in its sole discretion. 7. AUDIT AND INSPECTION RIGHTS: Overtown Youth Center, Inc. — Professional Services Agreement — Page 3 of 17 A. The City may, at reasonable times, and for a period of up to three (3) years following the date of final payment by the City to Provider under this Agreement, audit, or cause to be audited, those books and records of Provider which are related to Provider's performance under this Agreement. Provider agrees to maintain all such books and records at its principal place of business for a period of three (3) years after final payment is made under this Agreement. All audits shall be subject to and made in accordance with, the provisions of Section 18-102 of the Code of the City of Miami of Miami, Florida, as amended. B. The City may, at reasonable times during the term hereof, inspect Provider's facilities and perform such tests, as the City deems reasonably necessary, to determine whether the goods or services required to be provided by Provider under this Agreement conform to the terms hereof and/or the terms of the Grant application, if applicable. Provider shall make available to the City all reasonable facilities and assistance to facilitate the performance of tests or inspections by City representatives. All tests and inspections shall be subject to, and made in accordance with, the provisions of Section 18-101 of the Code of the City of Miami, Florida, as amended. 8. AWARD OF AGREEMENT: Provider represents and warrants to the City that it has not employed or retained any person or company 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 any fee, commission, percentage, brokerage fee, or gift of any kind contingent upon or in connection with, the award of this Agreement. 9. PUBLIC RECORDS: Provider understands that the public shall have access, at all reasonable times, to all documents and information pertaining to City contracts, subject to the provisions of Chapter 119, Florida Statutes, and agrees to allow access by the City and the public to all documents subject to disclosure under applicable law. Provider's failure or refusal to Overtown Youth Center, Inc. — Professional Services Agreement — Page 4of17 comply with the provisions of this section shall result in the immediate cancellation of this Agreement by the City. 10. COMPLIANCE WITH PROGRAM REOUIREMENTS AND FEDERAL, STATE AND LOCAL LAWS: Provider shall comply with all requirements imposed by the Grant for the Program, including reporting, record keeping and other requirements. Provider shall also comply with and observe all applicable federal, state and local laws, rules, regulations, codes and ordinances, as they may be amended from time to time. 11. INDEMNIFICATION: Provider shall indemnify, defend and hold harmless the City and its officials, employees and agents (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 performance or non-performance of the services contemplated by this Agreement which is or is alleged to be directly or indirectly caused, in whole or in part, by any act, omission, default or negligence (whether active or passive) of Provider or its employees, agents or subcontractors (collectively referred to as "Provider"), regardless of whether it is, or is alleged to be, caused in whole or part (whether joint, concurrent or contributing) by any act, omission, default or negligence (whether active or passive) of the Indemnities, or any of them or (ii) the failure of the Provider to comply with any of the paragraphs herein or the failure of the Provider to conform to statutes, ordinances, or other regulations or requirements of any governmental authority, federal or state, in connection with the performance of this Agreement. Provider expressly agrees to indemnify 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 Provider, or any of its subcontractors, as provided above, for which the Provider's liability to such employee or former employee would otherwise be limited to payments under state Workers' Compensation or similar laws. Overtown Youth Center, Inc. — Professional Services Agreement — Page 5 of 17 12. DEFAULT: If Provider fails to comply with any term or condition of this Agreement, or fails to perform any of its obligations hereunder, then Provider shall be in default. Upon the occurrence of a default hereunder the City, in addition to all remedies available to it by law, may immediately, upon written notice to Provider, terminate this Agreement whereupon all payments, advances, or other compensation paid by the City to Provider while Provider was in default shall be immediately returned to the City. Provider understands and agrees that termination of this Agreement under this section shall not release Provider from any obligation accruing prior to the effective date of termination. Should Provider be unable or unwilling to commence to perform the Services within the time provided or contemplated herein, then, in addition to the foregoing, Provider shall be liable to the City for all expenses incurred by the City in preparation and negotiation of this Agreement, as well as all costs and expenses incurred by the City in the re - procurement of the Services, including consequential and incidental damages. 13. RESOLUTION OF AGREEMENT DISPUTES: Provider understands and agrees that all disputes between Provider and the City based upon an alleged violation of the terms of this Agreement by the City shall be submitted to the City Manager for his/her resolution, prior to Provider being entitled to seek judicial relief in connection therewith. In the event that the amount of compensation hereunder exceeds Twenty- Five Thousand Dollars and No/Cents ($25,000), the City Manager's decision shall be approved or disapproved by the City Commission. Provider shall not be entitled to seek judicial relief unless: (i) it has first received City Manager's written decision, approved by the City Commission if the amount of compensation hereunder exceeds Twenty -Five Thousand Dollars and No/Cents ($25,000), or (ii) a period of sixty (60) days has expired, after submitting to the City Manager a detailed statement of the dispute, accompanied by all supporting documentation Overtown Youth Center, Inc. — Professional Services Agreement — Page 6 of 17 ninety (90) days if City Manager's decision is subject to City Commission approval); or (iii) City has waived compliance with the procedure set forth in this section by written instruments, signed by the City Manager. 14. CITY'S TERMINATION RIGHTS: A. The City Manager shall have the right to terminate this Agreement, by giving Provider at least five (5) business days prior written notice, upon discontinuance, modification or termination of the Program, unavailability of funds under the Grant, or if the City Manager determines, in its sole discretion, that continuation of the Program or of Provider's services are no longer in the best interest of the City. In such event, the City shall pay to Provider compensation for services rendered and expenses incurred prior to the effective date of termination. In no event shall the City be liable to Provider for any additional compensation, other than that provided herein, or for any consequential or incidental damages. B. The City Manager shall have the right to terminate this Agreement, without notice or liability to Provider, upon the occurrence of an event of default under the Grant or under this Agreement. In such event, the City shall not be obligated to pay any amounts to Provider and Provider shall reimburse to the City all amounts received while Provider was in default under this Agreement. 15. INSURANCE: Provider shall, at all times during the term hereof, maintain such insurance coverage as may be required by the City in Attachment "C". All such insurance, including renewals, shall be subject to the approval of the City for adequacy of protection and evidence of such coverage shall be furnished to the City on Certificates of Insurance indicating such insurance to be in force and effect and providing that it will not be canceled during the performance of the services under this contract without thirty (30) calendar days prior written notice to the City. Completed Certificates of Insurance shall be filed with the City prior to the Overtown Youth Center, Inc. — Professional Services Agreement — Page 7 of 17 performance of services hereunder, provided, however, that Provider shall at any time upon request file duplicate copies of the policies of such insurance with the City. If, in the judgment of the City, prevailing conditions warrant the provision by Provider of additional liability insurance coverage or coverage which is different in kind, the City reserves the right to require the provision by Provider of an amount of coverage different from the amounts or kind previously required and shall afford written notice of such change in requirements thirty (30) days prior to the date on which the requirements shall take effect. Should the Provider fail or refuse to satisfy the requirement of changed coverage within thirty (30) days following the City's written notice, this Contract shall be considered terminated on the date that the required change in policy coverage would otherwise take effect. 16. NONDISCRIMINATION: Provider represents and warrants to the City that Provider does not and will not engage in discriminatory practices and that there shall be no discrimination in connection with Provider's performance under this Agreement on account of race, color, sex, religion, age, handicap, marital status or national origin. Provider further covenants that no otherwise qualified individual shall, solely by reason of his/her race, color, sex, religion, age, handicap, marital status or national origin, be excluded from participation in, be denied services, or be subject to discrimination under any provision of this Agreement. 17. ASSIGNMENT: This Agreement shall not be assigned by Provider, in whole or in part, without the prior written consent of the City's, which may be withheld or conditioned, in the City's sole discretion. 18. NOTICES: All notices or other communications required under this Agreement shall be in writing and shall be given by hand -delivery or by registered or certified U.S. Mail, return receipt requested, addressed to the other party at the address indicated herein or to such other address as a party may designate by notice given as herein provided. Notice shall be deemed Overtown Youth Center, Inc. — Professional Services Agreement — Page 8 of 17 given on the day on which personally delivered; or, if by mail, on the fifth day after being posted or the date of actual receipt, whichever is earlier. TO PROVIDER: TO THE CITY: Overtown Youth Center, Inc. City Manager, City of Miami 450 NW 14th St, Miami, FL 33136 444 SW 2nd Ave., loth Floor Miami, FL 33136 Miami, FL 33130 19. MISCELLANEOUS PROVISIONS: A. This Agreement shall be construed and enforced according to the laws of the State of Florida. B. Title and paragraph headings are for convenient reference and are not a part of this Agreement. 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 provision, paragraph, sentence, word 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 provision, paragraph, sentence, word or phrase shall be deemed modified to the extent necessary in order to conform with such laws, or if not modifiable, 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 or limitation of its use. E. This Agreement constitutes the sole and entire agreement between the parties hereto. No modification or amendment hereto shall be valid unless in writing and executed by properly authorized representatives of the parties hereto. Overtown Youth Center, Inc. — Professional Services Agreement — Page 9 of 17 20. SUCCESSORS AND ASSIGNS: This Agreement shall be binding upon the parties hereto, their heirs, executors, legal representatives, successors, or assigns. 21. INDEPENDENT CONTRACTOR: Provider has been procured and is being engaged to provide services to the City as an independent contractor, and not as an agent or employee of the City. Accordingly, Provider shall not attain, nor be entitled to, any rights or benefits under the Civil Service or Pension Ordinances of the City, nor any rights generally afforded classified or unclassified employees. Provider further understands that Florida Workers' Compensation benefits available to employees of the City are not available to Provider, and agrees to provide workers' compensation insurance for any employee or agent of Provider rendering services to the City under this Agreement. 22. 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 law, rules, regulations, upon thirty (30) days notice. 23. REAFIRMATION OF REPRESENTATIONS: Provider hereby reaffirms all of the representations contained in the Solicitation Documents. 24. ENTIRE AGREEMENT: This instrument and its attachments constitute the sole and only agreement of the parties relating to the subject matter hereof and correctly set forth the rights, duties, and obligations of each to the other as of its date. Any prior agreements, promises, negotiations, or representations not expressly set forth in this Agreement are of no force or effect. 25. COUNTERPARTS: This Agreement may be executed in two or more counterparts, each of which shall constitute an original but all of which, when taken together, shall constitute one and the same agreement. Overtown Youth Center, Inc. — Professional Services Agreement — Page 10 of 17 IN WITNESS WHEREOF, the parties hereto have caused this instrument to be executed by their respective officials thereunto duly authorized, this the day and year above written. "City" ATTEST: CITY OF MIAMI, A FLORIDA MUNICIPAL CORPORATION By: Todd Hannon, City Clerk Date Arthur Noriega V, City Manager By: APPROVED AS TO FORM AND CORRECTNESS: APPROVED AS TO INSURANCE REQUIREMENTS: Victoria Mendez, City Attorney Anne -Marie Sharpe, Director Risk Management Overtown Youth Center, Inc. ("Provider") By: Attest: Name: Corporate Secretary Authorized Corporate Officer (Corporate Seal) Overtown Youth Center, Inc. — Professional Services Agreement — Page 11 of 17 ATTACHMENT A — SCOPE OF SERVICES Program Title Summer Youth Employment & Financial Empowerment Expansion Program 2021 Focus Area for the Program Financial Capability & Asset Building Program Summary Program Overview OYC can use the following links to confirm and verify local residency and income requirement: - Census Tract information - https://geomapffiec.gov/FFIECGeocMap/GeocodeMapl .aspx - City of Miami Address Verification and Commission District —_ https://miamigis.maps.arcgis.com/apps/MapSeries/index.html?appid=e44c932135584e77 b4ad9866a0798568 https://maps.miamigov.com/miamizoning/index.htm Overtown Youth Center, Inc. — Professional Services Agreement — Page 12 of 17 ATTACHMENT B — BUDGET To be provided by Overtown Youth Center, Inc. in accordance to CFE Fund grant requirements. Program expenses should be submitted on a biweekly basis, (by the 15th of each month) with supporting documentation, such as but not limited to; payroll registers, receipts, invoices, canceled checks and/or proof of electronic payments, mileage logs, etc. These biweekly expenses will be summarized in one report which will be submitted every two weeks. Any changes to the above budget must be approved by the City in advanced. ACH is required to facilitate prompt payment to the Provider. Upon execution of agreement, the City will pay provider an advance of up to 25% of approved budget above. Overtown Youth Center, Inc. — Professional Services Agreement — Page 13of17 ATTACHMENT C — INSURANCE I. Commercial General Liability A. Limits of Liability Bodily Injury and Property Damage Liability Each Occurrence General Aggregate Limit Personal and Adv. Injury Products/Completed Operations $1,000,000 $2,000,000 $1,000,000 $1,000,000 B. Covered Exposures and Endorsements City of Miami included as an additional insured Primary and Non Contributory Endorsement Contingent and Contractual Liability Premises and Operations Sexual Abuse and Molestation Coverage Endorsement II. Business Automobile Liability A. Limits of Liability Bodily Injury and Property Damage Liability Combined Single Limit Any Auto Including Hired, Borrowed or Non -Owned Autos Any One Accident B. Endorsements Required City of Miami included as an additional insured III. Worker's Compensation Limits of Liability Statutory -State of Florida Waiver of Subrogation Employer's Liability $1,000,000 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 Overtown Youth Center, Inc. — Professional Services Agreement — Page 14 of 17 IV. Professional/Error's & Omissions Liability Combined Single Limit Each Claim General Aggregate Limit1,000,000 Retro Date Included $1,000,000 V. Accident/Medical Coverage If Applicable $25,000 The above policies shall provide the City of Miami with written notice of cancellation or material change from the insurer not less than (30) days prior to any such cancellation or material change. 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 less 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. Aimisoc Overtown Youth Center, Inc. — Professional Services Agreement — Page 15 of 17 CITY OF MIAMI RESOLUTION Overtown Youth Center, Inc. — Professional Services Agreement — Page 16 of 17 OVERTOWN YOUTH CENTER CORPORATE RESOLUTION Overtown Youth Center, Inc. — Professional Services Agreement — Page 17 of 17 0 ities for FINANCIAL EMPOWERMENT Fu rid Lillian Biondet City of Miami Director, Office of Grants Administration and Sustainable Initiatives Iblondet@miamigov.com Gissella Soteio City of Miami gsotelo@miamigov.com March .2.3, 2021 Dear Ms. Blondet and Ms. Soto, On behalf of the Cities for Financial Empowerment (CFE) Fund, we are delighted to inform you that the City of Miami (Office of Grants Administration) has been selected as a grantee of the Summer_lobs Connect grant program in 2021. As part of this engagement, your program will receive a one-year S200,000 grant to support 120job slots as well as integrating financial empowerment and banking access into your Summer Youth Employment program. The payout schedule. '.4,hich is explained in more detail in the forthcoming contract, will be an initial payment of 90% of the grant amount upon full execution of the contract and receipt of detailed line - item projected accounting; with an additional 5% upon receipt of interim report with refined budget and reconciliation of actual spending to date, and the final 5% upon receipt cif final report and documentation of all project spending in detailed line -item accounting. These funds may be used to support the 120 summer job positions and a range of activities related to financial empowerment programming in your Summer Youth Employment Program. You can expect to receive the contract for your review shortly. If there are any questions related to the contract, please contact Scott Schwartz (sschwart cfefund.org). Please let me know if you have any questions. We look forward to our continued work with the City of Miami. Sincerely, Amelia Erwitt Managing Director 44 Wall Street, Suite 1050 I New York, NY 10005 I www,defund,org