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HomeMy WebLinkAbout23799AGREEMENT INFORMATION AGREEMENT NUMBER 23799 NAME/TYPE OF AGREEMENT BAUMBERGER ENTERPRISES, INC. DESCRIPTION ACCESS & INDEMNIFICATION AGREEMENT/JOB COACHING SERVICES/MATTER ID: 21-1945/#43 EFFECTIVE DATE ATTESTED BY TODD B. HANNON ATTESTED DATE 9/21/2021 DATE RECEIVED FROM ISSUING DEPT. 3/4/2022 NOTE 0• • :UIP111111 •. 11 CITY OF MIAMI �� n� DOCUMENT ROUTING FORM (� ORIGINATING DEPARTMENT: Park and Recreation DEPT. CONTACT. PERSON: LaCleveia Morley EXT. 305.416.1332 NAME OF OTHER CONTRACTUAL PARTY/ENTITY: •Baumberger Enterprises, Inc. d/b/a/ Professional Coaching Advocates, LLC. IS THIS AGREEMENT A.RESULT OF A.COMPETITIVE PROCUREMENT PROCESS? ❑ .YES ® NO TOTAL CONTRACT AMOUNT: $o.00 FUNDING INVOLVED? 0 YES NO TYPE OF AGREEMENT: ❑ MANAGEMENT AGREEMENT PROFESSIONAL SERVICES AGREEMENT 0 GRANT AGREEMENT ❑ EXPERT CONSULTANT AGREEMENT ❑ LICENSE AGREEMENT OTHER: (PLEASE SPECIFY) Access ❑ PUBLIC WORKS AGREEMENT ❑ MAINTENANCE AGREEMENT ❑ INTER -LOCAL AGREEMENT ❑ LEASE AGREEMENT ❑.PURCHASE OR SALE AGREEMENT and Indemnification Agreement PURPOSE OF ITEM (BRIEF SUMMARY): To execute Access and Indemnification Agreement to allow Professional Coaching Advocates to provide job coaching services on site at the Sandra Delucca Developmental Center, a city owned property. COMMISSION APPROVAL DATE: ' / FILE ID: ENACTMENT NO.: N/A IF THIS DOES NOT REQUIRE COMMISSION APPROVAL, PLEASE EXPLAIN: -=ROUTING INFORMATION,; Date PLEASE PRINT AND SIGN APPROVAL BY DEPARTMENTAL DIRECTOR PRINT: Bar f-i r andez Bar SUBMITTED TO RISK MANAGEMENT ' PRINT: .. Ann - Mar) 1 arpe SIGNATURE: %r SUBMITTED TO CITY ATTORNEY PRINT: ..�Ltctoria.�ez SIGN�(J APPROVAL BY ASSISTANT CITY MANAGER oeiketz1 PRINT: Natasha.Colebrook - Williams SIGNATURE: „few [: r APPROVAL BY DEPUTY CITY MANAGER PRINT: SIGNATURE: RECEIVED BY CITY MANAGER / 4 `/ U' t t( PRINT: Art Ni ler,a SIGNATURE: 1) 2) 3) PRINT: j.. a • S' SIGNATUR����/�,� , PRINT: L,.MD-,' SIGNATUR Of / PRINT: to•Al ,1 a► � SIGNATU %I%t. i r (' EOIRIGItI,L1GIZ GLE; cr'E 'OPTo .-ITl'A Tb-N YSO1rFr'E" A WAKING O iGlitAr(;SMO)IC RIO , SiM rIMARiTIUk I!h OUTING FORM TO ALL DOCUMENTS THAT REQ6IRE EXECUTION BY THE CITY MANAGER ACCESS AND INDEMNIFICATION.AGREEMENT This Access and Indemnification Agreement (the "Agreement"). made and entered into this day of August 2021 (the "Effective Date"), by and between the City of Miami, a municipal corporation of the State of Florida whose principaladdress is.444 S.W. 2nd Avenue, Miami, FL 33130 (hereinafter, the "City" or "Owner"), and Baumberger Enterprises, Inc., a Florida Corporation, whose principal address 1591 N.W. 20th Street, Homestead, FL 33030 d/b/a Professional Coaching Advocates, LLC a Florida Limited Liability Company whose principal address is.6014 S.W._160`t' Avenue, Miami, Fl 33193. (hereinafter, the "User"), is entered into as follows: WITNESSETH: FOR AND IN CONSIDERATION of the premises and the mutual covenants and conditions contained herein, the parties hereto agree as follows: Subject to the conditions and limitations hereinafter contained in Policies and Procedures attached as Exhibit "A" to this Agreement, the City grants to User, its agents, representatives, employees, contractors, sub- contractors, and consultants, temporary access rights to enter upon Sandra DeLucca Developmental. Center located at 4560 N.W. 4ih Terrace, Miami, FL 33126, subject to providing the City's Department of Parks and Recreation at 444 S.W. 2nd Avenue, Miami,FL 33130 twenty-four (24) hours advance notice of when access will be given. Prior to User, its agents, employees, representatives, contractors, sub -contractors 'or anyone else directly or indirectly employed by any of them entering upon the Property for the purpose of onsite Supported Employment to City employee, Alejandro Perez, the User shall obtain and maintain or cause to be obtained and maintained throughout the Tenn of Agreement, the types, and amounts of insurance coverage set forth in Exhibit `B", attached hereto and incorporated herein by this reference in such reasonable amounts as approved by the City of Miami's Risk Management Administrator, which protects the City against all claims for personal injury, property damage, and regulator actions by governmental agencies arising out of or related to the activities undertaken by, User upon the Property and naming the City as an additional insured. The insurance required hereunder shall be effective for the Term and any extensions or renewals thereof. The City's Risk Management Administrator shall review the insurance requirements upon any extension or renewal of the Term and reserves the right to make reasonable changes in the types and amounts of insurance coverage as necessary and shall revise Exhibit `B" accordingly. Usershall be responsible for assuring that the insurance: certificates. required under this Agreement remain in full force and effect for the duration of this Agreement,inciuding any extension hereof. If insurance certificates are scheduled to expire during the term of this Agreement and any extension hereof, User shall be responsible for submitting new or renewed insurance certificates to the City's Risk Management Administrator at a minimum of ten (10) calendar days in advance of such expiration. In the event that an expired certificate is not replaced by new, or renewed, certificates which cover the term of this Agreement and any extension thereof: (i) the City. shall suspend this Agreement until such time as the new or renewed certificate(s) are received in acceptable -form by the City's Risk Management Administrator; or (ii) the City may, at its sole discretion, terminate the Agreement for cause and seek appropriate remedies in conjunction with the violation of the terms and conditions of this Agreement. Compliance with the foregoing insurance requirements shall not relieve User of its liabilities and obligations under this Agreement. The User has requested access to Sandra DeLucca Developmental. Center located at 4560 N.W. 4th Terrace, Miami, FL 33126 for the purposes of providing Supported Employment to Alejandro Perez by reinforcing hard and soft skills needed to continue to perform his duties as wellas possible new permanent and / or temporary project and assignments or transitions related to his role or employment fora term of three (3) years from the date of this Agreement. 1. RIGHTS OF ACCESS: 1.1 Subject to the conditions andlimitations hereinafter. contained, the City grants to the User temporary access rights to Sandra DeLucca Developmental Center located at 4560 N.W. 4th Terrace, Miami, FL 33126, solely for the purposes of providing Supported Employment to Alejandro Perez, subject to the conditions and limitations hereinafter contained and corresponding exhibits. 1.2 The Useragrees to indemnify, defend (at the User's expense), and hold the City harmless, its officials, assigns, and its employees, from any claims, demands, liabilities, losses, causes of action ofany nature arising out of or in connection with this Agreement The User shall indemnify the City from and against all costs, fees, expenses, liabilities, any orders, judgments or decrees which may be entered in from and against all costs, attorneys' fees, expenses and liabilities incurred in the defense of any claim or in the investigation thereof in connection with this Agreement This section shallsurvive the termination of this Agreement. 1.3 User hereby voluntarily and knowingly waives any and all claims against the City for personal injury or property damage sustained by the User, its agents, employees, contractors, sub -contractors or consultants, individually and in their professional capacity, arising out of or related to the activities undertaken by the User, its agents, employees, contractors, sub -contractors; or consultants upon the Property or in connection with the work and release the City for any claims in connection therewith. 1.4 User agrees to restore the Property to the condition it was in prior to the work having taken place. 1.5 Notwithstanding any other term or provision herein, it is expressly understood and agreed by the User that the City is not responsible, liable, or otherwise answerable to pay any fee, cost, expense, reimbursement or other monetary compensation to User, its agents, representatives, employees or contractors for their work or their services under this Agreement or expenses incurred while providing. Supported Employment Services.. 2. CONFIDENTIALITY AND PUBLIC RECORDS 2.1. User understands that the public_ shall have access, at all reasonable times, to all documents and information pertaining to City Agreements, 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 laws. User's failure or refusal to comply with the provisions of this section shall result in the immediate cancellation of this Agreement by the City. 2.2 User understands and agrees that User may have access and in possession of confidential information that is not subject to public disclosure:and shall take steps to ensure any confidential information in User's possession is not disclosed to anyone except as required pursuant to Chapter 119, Florida Statutes. 3. NON-DISCRIMINATION: User represents and warrants to the City that User does not and will not engage in discriminatory practices and that there shall be no discrimination in connection with User's performance under this Agreement on account of race, color, sex, religion, age, disability, sexual orientation, marital status or national origin. User 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 subjected to discrimination under any provision of this Agreement. :4. CITY'S TERMINATION RIGHTS: 4.1 The City Manager shall have the right to terminate this Agreement in his/her sole discretion, for convenience, at any time, by giving written notice to User at least five (5) business days prior to the effective date of such termination. 4.2 The City shall have the right to terminate this Agreement without notice to User upon the occurrence of an event of default hereunder or a breach under any of the situations described in other sections of this Agreement. . 5. COUNTERPARTS: This Agreement may be executed in any number of counterparts, each of which so executed shall be deemed to be an original, and such counterparts shall together constitute but one and the same Amendment. The parties shall be entitled to sign and transmit an electronic signature of this Amendment (whether by facsimile, PDF or other email transmission), which signature shall be binding on the party whose name is contained therein. Any party providing an electronic signature agrees to promptly execute and deliver to the other parties an original signed Amendment upon request. IN WITNESS WHEREOF, and in consideration of the mutual covenants set forth above and in the attachments hereto, the Parties have caused to be executed this Agreement by their duly authorized undersigned officials below. "USER" WITNESS: Baumberger Enterprises, Inc. By:Y. By: Alibech Baumberger, VP "OWNER" City of Miami, a Florida municipal corporation APPROVED AS TO LEGAL FORM AND CORRECTNESS: By: ga4.14 t6 .L.. ?1'li-+ti e/6/e By: Victoria Mendiz, City Attorney (JTM / 21-1945) Arth V. Nori '.a, City Manager APPROVED AS TO INSURANCE REQUIREMENTS: Ann -Marie Sharpe, Risk Management Director HISCOX encourage courage* HISCOX INSURANCE COMPANY INC. (A Stock Company) 104 South Michigan Avenue, Suite 600, Chicago, Winois 60603 Commercial General Liability Declarations In return for the payment of the premium,' and subject to all the terms of this Policy, we agree with you to provide the insurance as stated in this Policy. Policy No.: Renewal of: Named Insured: Address: Policy period: UDC-4553328-CGL-21 UDC-4553328-CGL-20 Baumberger Enterprises Inc. 1591 NW 20th Street Homestead, FL 33030 From: July 24, 2021 To: At 12:01 A.M. (Standard Time) at the address shown above. Form of Business: Each Occurrence Limit: Damage to Premises Rented to You Limit: Medical Expense Limit: Personal & Advertising Injury Limit: General Aggregate Limit: Products/Completed Operations Aggregate Limit: Supplemental Business Personal Property Floater Coverage Limit: Supplemental Business Personal Property Floater Coverage Deductible: All Premises You Own, Rent or Occupy Premises Number: Address: Total Premium: Attachments: . July 24, 2022 Corporation or other Organization $2,000,000 $100,000 Anyone premises $5,000 Any one person $2,000,000 Any one person or organization $2,000,000 Products -completed operations are subject to the General Aggregate Limit $0 Not Applicable 1 1591 NW 20th Street Homestead. FL 33030 $ 381.00 See attached Forms and Endorsements Schedule. CGL D001 01 10. Includes copyrighted material of Insurance Services Office, Inc., with its permission. © ISO Properties, Inc., 2000 AR p® CERTIFICATE OF LIABILITY INSURANCE DATE(IIIUDDIYYYY) O6t04/2021 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE BELOW. THIS CERTIFICATE OF INSURANCE DOES •NOT CONSTRUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER. THIS POLICIES IMPORTANT: if the certificate holder is an ADDITIONAL INSURED, the policy(les) must have ADDITIONAL INSURED provisions or be endorsed. If SUBROGATION IS WAIVED, subject to the terms end conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). PRODUCER Hiscox Inc. 520 Madison Avenue 32nd Floor New York, NY 10022 CONTACT NAME: PHONE 888 202-3007 FAx INC. No, EMI: ( ) INC. Not: ADDRESS: Contact@hiscox.com INSURER(S) AFFORDING COVERAGE NAIL S INSURER A: Hiscox Insurance Company Inc 10200 INSURED Baumberger Enterprises Inc. 1591 NW 20th Street Homestead FL 33030 - . INSURER B : INSURER C : INSURER D: INSURER E: INSURER F : COVERAGES CERTIFICATE NUMBER: REVISION NUMBER: THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT,' TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. INSR LTR TYPE OF INSURANCE ADDLISUBR INSD WVD POLICY NUMBER POLICY EFF (MM/DD/YYYY) POLICY EXP (MM/DD/YYYY) LIMITS A X COMMERCIAL GENERAL LIABILITY N UDC-4553328-CGL-21 07/24/2021 07/24/2022 EACH OCCURRENCE S 2,0130,000 GE TO PREMISES SES (EaENTED ocwnence) $ 100.000 CLAIMS -MADE X OCCUR MED EXP (Any one person) $ 5,000 PERSONAL & ADV INJURY S 2,000,000 X Primary 8 Non Contributory GENERAL AGGREGATE S 2,000,000 GEM_ X AGGREGATE LIMIT APPLIES POLICY] 1 jscr OTHER PER: LOC • PRODUCTS - COMP/OP AGG $ Sif Gen. Agg. S AUTOMOBILE LIABILITY ANY AUTO OWNED SCHEDULED AUTOS NON -OWNED AUTOS ONLY COMBINED SINGLE LIMIT (Ea acddent) $ BODILY INJURY (Per person) S BODILY INJURY (Per acddent) S PROPERTY DAMAGE (Per acddent) S S UMBRELLA LIAB - EXCESS LIAB OCCUR CLAIMS -MADE EACH OCCURRENCE S AGGREGATE S S • DED RETENTION S WORKERS COMPENSATION AND EMPLOYERS' LIABILITY Y / N ANYPROPRIETORIPARTNER/EXECUTNE I I OFFICERIMEMBEREXCLUDED9 J (Mandatory In NH) I1 yes. describe under DESCRIPTION OF OPERATIONS below N 1 A STATUTE ETH- E.L. EACH ACCIDENT S E.L. DISEASE - EA EMPLOYEE S E.L. DISEASE - POLICY LIMIT S DESCRIPTION OF OPERATIONS / LOCATIONS / VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached If more space Is required) The Hiscox General Liability Policy is endorsed with Primary and Noncontributory endorsement. CERTIFICATE HOLDER CANCELLATION City of Miami 444 S.W 2nd Ave. 4th Floor Miami FL 33130 SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. AUTHORIZED REPRESENTATIVE 14. ACORD 25 (2016/03) © 1988-2015 ACORD CORPORATION. All rights reserved. The ACORD name and logo are registered marks of ACORD PROFESSIONAL SERVICES AGREEMENT This Agreement is entered into this I C.t day of 0 ( oe1' , 2018 ("Effective Date") by and between the City of Miami, a Florida municipal corporation, hereinafter referred to as "CITY," whose principal address is 444 Southwest 2"d Avenue, Miami, Florida 33130, and Professional Coaching. Advocates, LLC, a Florida Limited Liability Company, hereinafter referred to as "PCA," whose principal address is 6014 SW 160 Ave, Miami, Florida 33193. RECITALS: WHEREAS, the City's Parks and Recreation Department employs Alejandro Perez, Recreation Aide I ("Employee"); WHEREAS, Employee's Medicaid plan pays for individuals with certain disabilities to acquire new professional skillsthat will support their employment -related goals; WHEREAS, the Employee's family has contracted with PCA, as a result of funding they received from the Supported Employment Services from the Agency for Persons with Disabilities; WHEREAS, PCA provides onsite assistance to individuals like Employee by teaching those individuals new tasks via job coaching from a professional coach ("Coach"); however, many of the tasks require access to Sandra DeLucca Development Center ("Center") and approval from the City; WHEREAS, PCA desires to provide their coaching services at the Center; WHEREAS, PCA possesses all necessary licenses, qualifications, insurance, experience, and expertise to perform the services. NOW, THEREFORE, in consideration of the mutual covenants and promises herein contained, PCA 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 the Effective Date hereof and, unless terminated in accordance with the provisions hereof, shall continue for three (3) years from the Effective Date. 3. OPTION TO EXTEND: The City, acting through the Parks and Recreation Department's Director ("Director"), shall have the option toextend the term hereof for a period not to exceed two (2) one (1) year periods, provided that PCA is not in default under this Agreement. The total term, inclusive of the original term and both renewals, is .a cumulative term of five (5) years. 4. SCOPE OF SERVICE: PCA shall work with Employee and Employee's supervisor(s) to custom -tailor the Individual Support Plan ("Plan") so that the Employee's Coach can assist the Employee in adding new skills to the Employee's skillset. The Plan must be memorialized, in writing, before the Coach begins working with Employee at the Center, and the Plan must be approved by the on -site Park Manager; any changes to the Plan must be done so in writing and must be approved by the on -site Park Manager. In exchange for training Employee, the City must allow the Coach to work with the Employee in the Sandra DeLucca Development Center for a 1 period not to exceed 10 (ten) hours per month, as long as PCA complies with the terms of this Agreement. 5. COMPENSATION: In no event shall the City be liable to PCA for any monetary compensation, or pay for any direct, indirect, consequential or incidental damages. 6. OWNERSHIP OF DOCUMENTS: PCA understands and agrees that any information, document, report or any other material whatsoever which is given by the City to PCA or which is otherwise obtained or prepared by PCA pursuant to or under the terms of this Agreement is and shall, at all times, remain the property of the City. PCA agrees not to use any such information, document, report or material for any other purpose whatsoever without the written consent of the City, which may be withheld or conditioned by the City in its sole discretion. Further, the parties to this agreement agree to abide by the Staff Confidentiality Guidelines, attached and incorporated herein (Exhibit A). 7.AUDIT AND INSPECTION RIGHTS: A. The City may, at reasonable times, and for a period of up to three (3) years following the Employee's final training session, audit, or cause to be audited, those books and records of PCA which are related to PCA's performance under this Agreement, including confirmation of the Coach's successful level 2 background screening, which is required under Section 435.12 in the Florida Statutes. Level 2 Background screenings must be completed through the Florida Department of Law Enforcement (FDLE) VECHS (Volunteer & Employee Criminal History System) Program. Satisfactory background screening documentation will be accepted from those entities that already conduct business with the Department of Children and Families (DCF), the Department of Juvenile Justice (DJJ), Department of Elder .Affairs (DOEA) or the Miami Dade County Public School System (MDCPS). A clearance letter from the MDCPS Office of Professional Standards indicating the person has successfully completed a Level 2 screening will be accepted. If background screenings are completed with VECHS, then PCA shall complete Attachment C "Affidavit of Level 2 Background Screenings" for each Agreement term. PCA agrees to maintain all such books and records at its principal place of business for a period of three (3) years after: the term of this agreement has ended and all options to extend have been utilized. B. The City may, at reasonable times during the term hereof, inspect PCA's facilities and perform such inspections, tests, and audits as the City deems reasonably necessary, to determine whether the goods or services required to be provided by PCA under this Agreement conform to the terms hereof. PCA shall make available to the City all reasonable facilities and assistance to facilitate the performance of tests or inspections by the City's representatives. 8. AWARD OF AGREEMENT: PCA 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: PCA understands that the public shall have access, at all reasonable times, to all documents and information pertaining to City Agreements, 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 laws. PCA's failure .or refusal to comply with the provisions of this section shall result in the immediate cancellation of this Agreement by the City. PCA shall specifically require all sub -contractors to comply with this paragraph. To the extent PCA is acting on behalf of the City as specified in subsection 119.0701(1)(A), Florida Statues, PCA shall additionally comply with Section 119.0701, Florida Statutes, including without limitation: (1) keep and maintain public records required by the City to perform the service under this Agreement; (2) upon request from the City's custodian of public records, provide the City with 2 a copy of the requested records or allow the records to be inspected within a reasonable time at a cost that does not exceed the cost provided for in Chapter 119, or otherwise provided by law; (3) ensure that public records that are exempt or confidential and exempt from public records disclosure requirements are not disclosed except as authorized by law for the duration of the Agreement term and following completion of the Agreement if PCA does not transfer the records to the City; (4) provide to the City all electronically stored public records, upon request from the City's custodian of public records, in a format compatible with the City's information technology systems; and (5) upon completion of the Agreement, transfer, at no cost, to the City all public records in possession of PCA or keep and maintain public records required by the City to perform the service. If PCA transfers all public records to the City upon completion of the Agreement, PCA shall destroy any duplicate public records that are exempt or confidential and exempt from disclosure requirements. If PCA keeps and maintains public recordsupon completion of the Agreement, PCA shall meet all applicable requirements for retaining public records. Notwithstanding the foregoing, PCA shall be permitted to retain any public records that make up part of its work product solely as required for archival purposes, as required by law, or to evidence compliance with the terms of the Agreement. Should PCA determine to dispute any public access provision required by Florida Statutes, then PCA shall do so at its own expense and at no cost to the City. IF PCA HAS QUESTIONS REGARDING THE APPLICATION OF CHAPTER 119, FLORIDA STATUTES, TO PCA'S DUTY TO PROVIDE PUBLIC RECORDS RELATING TO THIS AGREEEMENT, CONTACT THE DIVISION OF PUBLIC RECORDS AT (305) 416-1800, VIA EMAIL AT PUBLICRECORDS@MIAMIGOV.COM, OR REGULAR MAIL AT CITY OF MIAMI OFFICE OF THE CITY ATTORNEY, 444 SW 2ND AVENUE, 9TH FL, MIAMI, FL 33130. PCA MAY ALSO CONTACT THE RECORDS CUSTODIAN AT THE CITY OF MIAMI DEPARTMENT WHO IS ADMINISTERING THIS AGREEMENT. 10. COMPLIANCE WITH LEGAL REQUIREMENTS AND FEDERAL, STATE AND LOCAL LAWS: PCA shall comply with all requirements imposed by the law for the performance of this Agreement, including reporting, record keeping and other requirements. PCA 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: PCA shall indemnify, hold/ save harmless, release, and defend at its own costs and expense, the City, its officials, and employees from claims (collectively referred to as "Indemnitees") 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 PCA or its employees or subcontractors (collectively referred to as "PCA") 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 Indemnitees, or any of them, or (ii) the failure of PCA to comply materially with any of the requirements herein, or (iii) the failure of PCA 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 even if it is alleged that the City, its officials and/or employees were negligent. PCA expressly agrees to indemnify, hold/ save harmless, release, and defend at its own costs and expense, the Indemnitees, or any of them, from and against all liabilities which may be asserted by an employee or former employee of the PCA, or any of its 3 subcontractors, as provided above, for which PCA's liability to such employee or former employee would otherwise be limited to payments under state Workers' Compensation or similar laws. PCA further agrees to indemnify, hold/ save harmless, release, and defend at its own costs and expense, the Indemniteesfrom 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 PCA's negligent performance under this Agreement, compliance with which is left by this Agreement to PCA , and (ii) any and all claims, and/or suits for labor and materials furnished by PCA or utilized in the performance of this Agreement or otherwise. PCA's obligations to indemnify, hold/ save harmless, release, and defend at its own costs and expense, the lndemnitees shall survive thetermination/expiration of this Agreement. PCA understandsand agrees that any and all liabilities regarding the use of any subcontractor for Services related to this Agreement shall be borne solely by PCA throughout the duration of this Agreement and that this provision shall survive the termination or expiration of this Agreement, as applicable. 12. DEFAULT: If PCA fails to comply with any material term or condition of this Agreement, or fails to perform any of its obligations hereunder, then PCA 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 PCA, terminate this Agreement. PCA understands and agrees that termination of this Agreement under this section shall not release PCA from any obligation accruing prior to the effective date of termination. 13. CITY'S TERMINATION RIGHTS: A. The City shall have the right to terminate this Agreement, without penalty, by giving the other party at least thirty (30) business days' prior written notice, if the City determines, for convenience and without the need for any cause, in its sole discretion, that continuation of the PCA's services or this Agreement are no longer in the best interest of the City. B. The City shall have the right to terminate this Agreement, without notice or without liability to PCA, upon the occurrence of an event of default under this Agreement. 14. INSURANCE: See Attachment A 15. NONDISCRIMINATION: PCA represents and warrants to the City that PCA does not and will not engage in discriminatory practices and that there shall be no discrimination in connection with PCA's performance under this Agreement on account of race, color, sex, religion, age, handicap, marital status, or national origin. PCA 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. 16. ASSIGNMENT: This Agreement shall not be assigned by PCA, in whole or in part, without the prior written consent of the City's Director, which may be withheld or conditioned, in the City's sole discretion. 17. MISCELLANEOUS PROVISIONS: A. This Agreement shall be construed and enforced according to the laws of the State of Florida. Venues in any proceedings arising under this agreement shall be in Miami -Dade County, Florida. Each party shall bear its own attorney's fees. B. Title and paragraph headings are for convenient reference and are not .a part of this Agreement. 4 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. F. All professionals operating under this Agreement must agree to the terms, in writing, set forth in the Staff Confidentially Guidelines, found in Attachment B of this agreement, before fulfilling any terms of this agreement. G. The parties will have the Agreement executed by representatives authorized to execute, amend, and enforce this Agreement. 18. SUCCESSORS AND ASSIGNS: This Agreement shall be binding upon the parties hereto, their heirs, executors, legal representatives, successors, or assigns. 19. INDEPENDENT CONTRACTOR: PCA has been engaged by Employee, through Employee's Medicaid plan, to provide services to Employee. PCA is acting as an independent contractor, and not as an agent or employee of the City. Accordingly, PCA 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. PCA further understands that Florida Workers' Compensation benefits available to employees of the City are not available to PCA. PCA agrees to provide workers' compensation insurance for any employee or agent of PCA rendering services to the City under this -Agreement. PCA must receive the City's expressed written consent before hiring any subcontractors. Any and all subcontractors must expressly agree, in writing, to indemnify, defend and hold harmless the City. The City's Director must consent, in writing, prior to any subcontracting by PCA. 20. ENTIRE AGREEMENT: This instrument and its attachments constitutes 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. 21. ADA:. In the course of providing any work, labor, or services for the City or its employees, PCA (or its agents and representatives, as applicable) shall affirmatively comply with all applicable provisions of the Americans with Disabilities Act ("ADA") including Titles I & II of the ADA regarding non-discrimination on the basis of disability, and related regulations, guidelines and standards as appropriate. Additionally, PCA will take affirmative steps to ensure non-discrimination in employment of disabled persons. 22. COUNTERPARTS: This Agreement may be executed in two or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument 23. NOTICES:AII 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 given on 5 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 PCA: Jose R Carbonell President/CEO Professional Coaching Advocates, LLC 6014 SW 160 Avenue. Miami, FL 33193 TO THE CITY: Nadia N. Arguelles-Goicoechea Sandra DeLucca Developmental Center 4560 N.W. 4 Terrace Miami, FL 33126 With copies to: Kevin Kirwin City of Miami Department of Parks and Recreation 444 SW 2" d Avenue, 8m Floor Miami, Florida 33130 Victoria Mendez City Attorney 444 SW 2nd Avenue, Suite 945 Miami,. Florida 33130 6 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. Independent Contractor Company Name: /9/,4ssideV C®acAc%mica./as Independent Contractor: Named Representatives VOSL Cetezba Independent Contractor: Address Street: (o Olt/ S /(oO a/Z. City: Ml'G,r o , L. Zip: 33// 3 Independent Contractor State License Number: Independent Contractor Insurance Independent Contractor Signatu Notary: • APPROVE AS TLEGAL FORM AND APPROVED AS TO IN RANCE CORRECTNES REQUIREMENTS: Victoria City Attojney FO'. i1-39q ATTES/ Todd Ha :•n City Clerk Ann-Mari6 Share Risk M hagem nt Director CITY OF MIAMI, A MUNICIPAL COROPORATION OF THE STATE OF FLORID Emilio . Gonzalez City anager Attachment A INSURANCE REQUIREMENTS- PROFESSIONAL COACHING ADVOCATES, LLC I. Commercial General Liability A. Limits of Liability Bodily Injury and Property Damage Liability Each Occurrence $1,000,000 General Aggregate Limit $2,000,000 Personal and Adv. Injury $1,000,000 Products/Completed Operations $1,000,000 B. Covered Exposures and Endorsements City of Miami listed as an additional insured Primary and Non Contributory Endorsement Contingent and Contractual Liability Premises and Operations Sexual Abuse and Molestation Coverage 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 $300,000 B. Endorsements Required City of Miami listed as an additional insured III. Worker's Compensation Limits of Liability Statutory -State of Florida Waiver of Subrogation 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. Professional/Error's & Omissions Liability Combined Single Limit Each Claim $250,000 General: Aggregate Limit $250,000 Retro Date Included 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. Certificate. of Insurance (Proof of Coverage) Date Issued: 3/27/2018 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AMEND, EXTEND, OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. Insured Name and Mailing Address* Program Administrator Professional Coaching Advocates LLC Jose Carbonell 6014 SW 160 AVE Miami, FL 33193 *Additional insured locations are often requested by individual business owners who have more than one office. Your coverage is portable, meaning that you are covered at any location for practice under the occupation(.) listed on your policy. Administered By: CPH and Associates 711 S. Dearborn, Suite 205 Chicago, IL 60605 P. 312-987-9823 F. 312-987-0902 info@cphins.com Underwritten By: Philadelphia Indemnity Insurance Company Coverage Policy #: 082089 I Effective Date: 04/10/2018 Expiration Date: 04/10/2019 THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT. TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. AGGREGATE LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. Limits of Liability EACH OCCURRENCE (Per.individual claim), AGGREGATE: (Total amount per policy year) ., Coverage Part $1 million $3 million Professional Liability $1,000,000 $3,000,000 Commercial General Liability, Includes: General Liability, Fire & Water Legal Liability, and Personal Liability N/A N/A Property Coverage $1 million $3 million . Supplemental Liability Unlimited Unlimited Defense Expense Coverage $35,000 $35,000 State Licensing Board Investigation Defense Coverage $15,000 $15,000 Assault Coverage $10,000 $35,000 Deposition Expense Benefit $5,000/person $50,000 Medical Expense Coverage $15,000 $15,000 First Aid Coverage Description/Special Provisions: Certificate Holder City of Miami Office 444 SW 2nd Avenue, 9th FI Miami, FL 33130 Should any of the above described policy be cancelled before the expiration date thereof; the issuing insurer will endeavor to mail 30 days written notice to the certificate holder named to the left, but failure to do so shall impose no obligation or liability of any kind upon the insurer, its agents or representatives. Holder has policy as **If the ADDITIONAL must be endorsed. certificate certificate an does endorsement(s). also been added to the additional insured:** ❑ NO certificate holder is an INSURED, the policy(ies) A statement on this not confer rights to the holder in lieu of such Authorized Representative / 44,11),\.0YES t, C. Philip Hodson DISCLAhwIER: The Cerh Ica of Insurance does not constitute a contract between the issuing insurer(s), authorized representative or producer, and the certificate holder, nor does it affirmatively or negatively amend, extend, or alter the coverage afforded by the policies listed thereon Attachment B STAFF CONFIDENTIALITY GUIDELINES 1. _ All participant records shall be kept and.treated with strict confidentiality; however, certain information may be subject to -Florida's Public Records' law. 2. Participant's medical information will be kept in a locked cabinet with limited access. 3. Participant records shall be made available only to the participant, legal guardian and certain designated ADT staff members. 4. In the case of a medical emergency, participantmedical information may be disclosed to emergency medical services personnel. 5 Participant health information may not be discussed in the presence of other participant nor amongst non -designated staff members. 6. The following circumstances need not require the participant's authorization for release of Protected Health Information: • Public health inquiries and/or investigations by a State of Federal governmental agency • In connection with victims of abuse, neglect or domestic violence • In connection with serious threats to health or Safety • to Law Enforcement officials under certain/circumstances • In connection with the identification of Decedents • for essential Government functions • when Required by Law I have read, understand and agree to abide by the Confidentiality Guidelines as listed above Name of Staff Member rgnature p4 fiC_r»' e.e. Positiod / Date: 0.5/2 5/ ZOQ$ • Established 8/2013 - Meets HIPAA Requirements Attachment C Affidavit of Level 2, Background Screenings In accordance with Section 943.0542 and. Chapters 430; 435 and 39 of the Florida Statutes, as applicable, and, pursuant to the requirements of Paragraph R of this Agreement entitled "Staff and Volunteer Background Check Requirements", the undersigned affiant makes the following statement under oath and under penalty ofperjury, which is a first degree misdemeanor, punishable by a definite term of imprisonment not, to exceed one year and/or a fine not to exceed $1,000, pursuant to Sections 837.012 and 775.082, Florida Statutes. STATE OF FLORIDA COUNTY OF MIAMI-DADE Before me, the undersigned authority, personally appeared N/214. lLkollz //Authorized Representative of ® , a 6' 6rGiCp vo 4 ho being by me first duly sworn, i6G I swear and affirni that the above -named contracted PCA is compliant with the requirements for personnel background screening detailed in, Section 943.0542 and Chapters 430, 435 and 39 of the Florida St es, as applicable, for all personnel having direct contact with children, the elderly, or indi ' uals wtt disabilities. deposes and says: 05/4 s%ao>g (Signatuy of CEO/Executive Director/HR Director) D e Sworn to ands sc 20/gby ibegtZaMiami-Dade County, Florida thisoJday of r/ UWho is personally known to me Who produced identification: /-a Si State o Print, type 4,tyt rv& Notary Public State of Florida Ractlet Fonte asti7as �not@ ��� kF public •+r mm8 My Commission Expires: Type of identification nlitiate :.:,-...ceernri!..3 Screenings in Pi uc ees. ctin' P.c...suitt; • i..u,s^s,.:2“ P.UF.Itei Log Cut Person Profile ' First Name: JOSE - Address Line 1: 6014 SW 160 AVE Sex: MALE Middle Name: RAMON Address Line 2: Race: WHITE Last Name: CARBONELL " City: MIAMI' Hair Color: Black Suffix: 'State: Florida ' Eye Color: Brown Aliases: " " "ZIP: 33193 • Height: 6' 03" County: MIAMI DADE 'Weight: 226 lbs. • SSN: Date of Birth: 10/22/1975 • Place of Birth: Cuba : Phone Number: Email Address: Screenings in Process ; . , ; SO.:An:MO Date L._ Lsi.tiis Initiate New Screening Initiate Resubmission &v./11(1i Ageng 'view Edit Retained Prints Expiration Date: 6/10/2021 • Clearinghouse Screening Available?: Yes .: Agency for Health Care Administration Eligibility 12 • Stilt:us i.,:',erinninnuti Dane Fyn:: • In./n - • • • • • ; Employment Medicaid / Medicare Participating Provider . . Eligible 6/2/2016 Employment Non -Medicaid / Medicare Participating Provider Eligible 6/2/2016 Position Medicaid Provider Enrollment Eligible 6/2/2016 Position AHCA Provider/Facility Licensure Eligible 6/2/2016 EmploymentiContract History (As reported to Florida's Background Screening Clearinghouse by provider employers.) • t.Yrzfnia:•.;..,; • - - - IVO • I PjOiqS.,iii.V riireContreci f:ivaler LC/per-au:1i Lice; isue . 01/01/2012. - • Operettr / Licensee 01101/2012, 'Add Employment/Contract Record New Search View/Print Version Explanation of Results 11 you.have any background.screening questions orissues please.cont act us. MIAMI-DADE COUNTY, FLORIDA 101AMIDADE Date: August 9, 2017 MIAMI-DADE POLICE DEPARTMENT 9105 N.W. 25 STREET MIAMI, FLORIDA 33172-1505 To Whom It May Concern: A name search of the Miami -Dade Police Department (N1DPD) arrest records under the name of: Name: A KA: Jose Ramon Carbonell Race/Sex: W/M Date of Birth: 10-22-1975 NIDPD Criminal Identification Number: I1 No Local Record Criminal Registration Only/No Local Record Local Felony Arrest.Record(s) ❑ Copy on File ❑ Copy Not on File n Local Misdemeanor Arrest Records(s) C Copy on File n Copy Not on File n Local Traffic Arrest Records(s) n Copy on File n Copy Not on File n Other Local Agency Arrest Records(s) Case Numbers: Comments: For Case Disposition Contact: (305) 275-1155 Felony Division 1351 NW 12 Street Miami, Florida 33125 For Case Disposition Contact: (305) 275-1155 Misdemeanor Division 1351 NW 12 Street Miami, Florida 33125 ❑ For Case Disposition Contact: (305) 275-1111 Traffic Division 1351 NW 12 Street, Room 124 Miami, Florida 33125 ❑ Civil Division (305) 275-1155 73X. Flagler Street Mlanni, Florida 33142 Date: 08-09-2017 Researched by (Name/Title): D. La ipkin L /� 0387 Date: 08-09-2017 Prepared by (Name/Title): D. La nplun Prizat and Sigxa Yl� 0387 I'riznt :a In di Sign' NOTE: Not valid unless the seal of the Miami -Dade Police Department is affixed. The Miami -Dade Police Department is prohibited from disclosing the existence of juvenile criminal history information, as well as records that have been sealed or expunged. Therefore ,if "No Local Record" is indicated, there remains a possibility that juvenile, sealed or expunged records may be associated with the above name that cannot be disclosed. There is also a possibility that an adult or juvenile may have been arrested in a jurisdiction other than Miami -Dade County. The Florida Department of Law Enforcement may disclose information related to criminal history for certain licensing and employment purposes as provided by law. 113 Professional Services Agreement CITY OF:MIAMI, a Florida Municipal Corporation By: Arthur Noriega V Date: Attest: By: Todd Hannon, City Clerk Date: Approved as to Form and Correctness: By: Min, Barnaby ned by Min. Bamaby Dae 202ly 1.03.30 8:0203-04'00' Victoria Mendez, City Attorney Date: 3/30/2021 Approved as to Insurance Requirements: c' Digitallysigned by TerryM. Y� JI .,Quevedo 9 ' Date:2021.03.18075159-04'00' Ann -Marie Sharpe, Risk Management Date: Approved as to Programmatic Requirements: Nadia N. Arguelles- Digitally signed by Nadia N. ' Arguelles-Goicoechea By: Goicoechea r Date: 2021.03.17 16:01:09 -04'00' Nadia_ Arguelles Goicoechea, Parks and Recreation Date: