Loading...
HomeMy WebLinkAboutExhibitAFFILIATING AGREEMENT BETWEEN CITY OF MIAMI AND NATURE LINKS FOR LIFE LONG LEARNING This Amendment to the Affiliating Agreement, (referred to as the Agreement) is entered into this day of , 2017, but is effective as of January 1, 2017 (the "Effective Date") 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, a Florida not for profit corporation , (hereinafter referred to as (NL and/or CONTRACTOR ), (who are collectively hereinafter referred to as PARTIES); WHEREAS, by Resolution R- adopted on , 2017 the City has extended the term of the Agreement through December 31, 2018, and to amend certain portions of the Agreement pursuant to this Amendment; and, WHEREAS, the program identified as Nature Links for Life Long Learning has proven to be beneficial for the community including young adults aged 18 to 30 with disabilities and , WHEREAS, the necessary findings and approvals provided for in 18-86 of the City Code having been made and this Agreement is being approved by a 4/5th vote of the City Commission ; 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 1 Doc: 565428 defined as a community outreach program that provides continuing education to employable 18 to 30 year old young adults with developmental disabilities that are seeking specialized vocational education that will lead to employment. Nature Links will also partner with Miami -Dade Public Schools, and other educational and non-profit and private corporations. 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, continuing education, and independent life skills. 2. The effective term of this Agreement is made to be effective from January 1, 2017 through December 31, 2018. The City Manager shall have the option to renew this Agreement for 1 additional period of 1 year each under the same terms and conditions by giving NL 30 days advance written notice of such renewal in the manner provided by Section 25. 3. This Agreement may be terminated by any of the PARTIES at any time, for convenience, 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, the CITY Manager 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 in the form of an Amendment. 5. Overall on-site implementation and monitoring of this Agreement shall be carried out through cooperative efforts of the PARTIES administrative staffs. Scheduling, availability, and general direction of City staff will be decided by the City manager, or designee. 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, without limitation, keys, parking permits and identification cards issued to NL employees must be returned to CITY upon termination of Agreement. All CITY property may only be used by NL employees (but no other person or entity) for purposes in furtherance of this Agreement and for no other purpose whatsoever. Doc:565428 (b). NL employees and students are subject to all evacuation policies and procedures. (c). NL employees and students are subject to all applicable parking rules, fees, surcharges or charges, if any, and regulations. 7. Facilities and Support Services With reference to program Facilities and Support Services, Parties agree to the following: (a). CITY shall: i. Provide a city part time program assistant for a maximum of twenty five (25) hours per week; the staff will be assigned to work directly with Nature Links at and approved location. The staff person will be required to punch in and out at a designated location approved by both the City of Miami Parks and Recreation Department and Nature Links. The City of Miami Parks and Recreation will allocate $19,279.00 to fund a total of thirteen hundred hours (1300) at a rate of $14.83 an hour. The total amount provided for this position will be $19,279.00 per year. This amount, plus the $7.500 provided in subsection (iii) below represents a maximum annual amount not to be exceeded. The City of Miami Parks Department will not be required to provide a time frame to makeup hours or to use the allotted funds for other than their intended purpose. ii. Not be responsible for the content, management, supervision, direction or performance of the program. iii. Provide funding in the amount of $7,500.00 per year to be used in direct support of program operating costs. The City will retain any unexpended portion of these funds. (b). NL shall: i. Provide all staff required for the development, implementation, and management of the program. ii. Seek, write and comply with grants for the program. 3 Doc: 565428 iii. 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. vi. Develop and coordinate the recruitment of 10-12 qualified students for the program. vii. Coordinate and execute fundraising activities and/or community events and manage revenues. viii. Develop, coordinate and maintain NL website. ix. Provide programmatic and/or space adaption, accommodations, and implement as necessary. 8. Indemnification; Insurance 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(s) for 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 Service(s) 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 4 Doc: 565428 Indemnitees, or any of them, or (ii) the failure of NL to comply materially with any of the requirements herein, or the failure of 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. NL expressly agrees to indemnify, defend, and hold harmless the Indemnitees, 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 NL's liability to such employee or former employee would otherwise be limited to payments under state Workers' Compensation or similar laws. NL further agrees to indemnify, defend, and hold harmless the Indemnitees 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 or indirectly 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. NL's obligations to indemnify, defend, and hold harmless the Indemnitees shall survive the termination and/or expiration of this Agreement. NL understands and agrees that any and all liabilities regarding the use of any subcontractor for Service(s) 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. Ten dollars ($10) of the payments made by the City constitute separate, distinct, and independent consideration for the granting of this Indemnification, the receipt and sufficiency of which is voluntarily and knowingly acknowledged by NL Insurance 5 Doc: 565428 Throughout the term of this Agreement NL shall maintain the Insurance coverage required by the City Risk Management Dept. as shown on the attached Exhibit "A" in operative force and effect. 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 express or implied third party beneficiaries, 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 NL is aware of the ethics and 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 Chapter 113, Florida Statutes) and agree that they will fully comply in all respects with the terms thereof and any future amendments. 11. Governing Law & Venue This Agreement shall be construed and enforced according to the laws of the State of Florida. The PARTIES hereto agree that venue for all federal, state and local matters, if any, arising under this Agreement shall be in the applicable respective federal, state, and/or local courts located in Miami -Dade County, Florida. Each PARTY waives any defense, whether asserted by motion or pleading, that the aforementioned courts are an improper or inconvenient venue. Moreover, the PARTIES consent to the personal jurisdiction of the aforementioned courts and irrevocably waive any objections to said jurisdiction. The PARTIES irrevocably waive any rights to a jury trial. Each PARTY shall be responsible for its own attorneys' fees. 0 Doc: 565428 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 loss 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; Public Records Compliance NL understands and agrees that it is subject to all federal and state laws relating to the confidentiality of student information. NL shall regard all student information as confidential and will not disclose the student information to any third party. NL understands 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. To the extent required by § 119.0701 Fla. Stat. (as same may be amended or supplemented, from time to time) NL, as a service provider, must comply with the Florida public records laws, specifically NL must: (a) Keep and maintain public records that ordinarily and necessarily would be required by the public agency in order to perform the service. (b) Provide the public with access to public records on the same terms and conditions that the public agency would provide the records and at a cost that does not exceed the cost provided in this chapter or as otherwise provided by law. (c) Ensure that public records that are exempt or confidential and exempt from public records disclosure requirements are not disclosed except as authorized by law. 7 Doc: 565428 (d) Meet all requirements for retaining public records and transfer, at no cost, to the public agency all public records in possession of NL upon termination of the contract and destroy any duplicate public records that are exempt or confidential and exempt from public records disclosure requirements. (e) All records stored electronically must be provided to the public agency in a format that is compatible with the information technology systems of the public agency. (f) Should NL determine to dispute any public access provision required by Florida Statutes, then NL shall separately do so at its own expense and at no cost or liability to the City. IF THE CONTRACTOR NL HAS QUESTIONS REGARDING THE APPLICATION OF CHAPTER 119, FLORIDA STATUTES, TO THE CONTRACTOR'S DUTY TO PROVIDE PUBLIC RECORDS RELATING TO THIS CONTRACT, CONTACT THE CUSTODIAN OF PUBLIC RECORDS AT 305-416-1332. LMorlevr@miamiaov.com . and 444 SW 2nd Ave. 14. Injury NL shall immediately complete an incident report in the event of any serious bodily injury to anyone within the scope of this Agreement. NL shall provide the CITY with written notification of the incident report immediately within two (2) hours of the incident. NL shall provide the CITY written notification within seven (7) days, if any legal action is filed as a result of such an injury. 15. Sexual harassment NL shall submit an incident report to the CITY in the event a client or employee makes an allegation of sexual harassment, sexual misconduct or sexual assault by, as 8 Doc:565428 applicable, a NL or CITY employee which NL, and CITY has knowledge thereof. NL shall provide the CITY written notification within three (3) working days if such an allegation is made. NL shall provide the CITY 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 NL shall provide the CITY access to all of its records which relate to this Agreement at its place of business during regular business hours. NL agrees 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 NL agrees that NL and all of its employees who provide or may provide services under this Agreement have met background check screening requirements that are in compliance with Florida Statutes. NL agrees that it has an ongoing duty to maintain and update its policy on background check screening requirements to ensure their compliance with Florida. NL further agrees that failure to comply with the requirements of this section shall constitute a material breach of the Agreement entitling the CITY to terminate this Agreement immediately with no further responsibility to perform any other duties under this Agreement. 18. Drug -Free Workplace NL agrees 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. 0 Doc: 565428 19. ADA 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 constitutes the sole and entire agreement between the PARTIES hereto relating to the subject matter hereof and correctly sets 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 in this Agreement, including the Attachments hereto, are of no force and effect. No modification to, supplement of, deletion from, amendment or addition to this Agreement shall be valid unless in writing and executed by the properly authorized representatives of the PARTIES hereto. 21. Amendment No amendments to this Agreement shall be binding on either PARTY unless in writing and signed by both PARTIES. 22. Miscellaneous (a). Title and paragraph headings are for convenient reference and are not a part of 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 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, such provision, paragraph, sentence, word or phrase shall be 10 Doc 565428 deemed modified to the extent necessary in order to conform with such laws, or not modifiable, then the 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). Further Assurances. NL upon the request of the CITY shall execute such further instruments or documents as may be reasonably required by the CITY to implement the terms, conditions and provisions of this Agreement. 23. Discrimination The parties will not unlawfully discriminate against any person in the performance of this Agreement due to sex, race, national origin, race, creed, disability or sexual orientation. 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 NLof 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 Daniel J. Alfonso, City Manager City of Miami 3500 Pan American Drive Miami, Florida 33133 With Copy to: Kevin Kirwin, Parks Director 444 SW 2nd Ave., 8t" Floor Miami. Florida 33130 11 Doc:565428 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 The Contractor, NL, its employees, agents or representatives, shall be deemed to be independent contractors and not volunteers, 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, rules or regulations, 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. 29. Counterparts This Agreement may be executed in separate counterparts, with each counterpart creating a binding agreement as if there was one agreement signed by each party executing the counterpart. 12 Doc: 565428 13 Doc: 565428 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. "C' ITY" CITY OF MIAMI, a Municipal Corporation By: Daniel J. Alfonso, City Manager APPROVED AS TO LEGAL FORM AND CORRECTNESS: Bv: Victoria Mendez, City Attorney City Attorney 14 Doc: 565428 ATTESTS: Bv: Todd B. Hannon. City Clerk APPROVED AS TO INSURANCE REQUIREMENTS: By: Anne -Marie Sharpe, Director Risk Management Director "NU Nature Links for Life Long Learning Print Name: Gregory Bush Title: Authorized Officer 15 Doc.565428 Attest: Print Name: Title: Secretary or other Authorized Officer EXHIBIT A INSURANCE REQUIREMENTS for NATURE LINKS FOR LIFE LONG LEARNING IV 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 Endorsements Required City of Miami listed as an additional insured Contingent Liability & Contractual Liability Premises & Operations Liability Primary Insurance Clause Endorsement Business Automobile Liability $1,000,000 $2,000,000 $1,000,000 $1,000,000 A. Limits of Liability Bodily Injury and Property Damage Liability Combined Single Limit Hired, Borrowed or Non -Owned Autos Any One Accident $ 300,000 B. Endorsements Required City of Miami listed as an additional insured 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 W Doc -.565428 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 less 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 less than "A-" as to managernent, 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. 17 Doc: 565428