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HomeMy WebLinkAboutExhibit BMEMORANDUM OF UNDERSTANDING BETWEEN THE CITY OF MIAMI AND THE TACOLCY CENTER This Agreement is entered into this _ day of 2016, and effective as of the date of City ofMiami Commission approval ('Effective Date") by and between the CITY of Miami, (hereinafter "CITY"), with a principal place of business of 444 SW 2"a Avenue, Miami, FL., 33130, AND The Belafonte Tacoley Center, Inc., a Florida non-profit corporation (hereinafter "Provider" of "Center") with a principal place of business of 6161 NW 9t1' Avenue; Miami, Florida 33127. (Collectively both the CITY and Provider shall be referred to as "Parties"). The tends contained in this instrument encompass the entirety of the intentions of the Parties (hereinafter referred to as the "Agreement") RECITALS: WHEREAS, the program described herein, known as the SUMMER READ PROGRAM (hereinafter "Program") is designed to assist all grade levels to more proficient readers; and WHEREAS, the Program was created in the summer of 2015 by Police Officers assigned to the Model CITY area who wanted to create a positive way to keep young children off the street and active; and WHEREAS, students enrolled in the Program shall receive training from certified reading instructors, certified math tutors, and have an on-site physical education facilitator to keep them healthy and moving during their afternoon breaks; and WHEREAS, the Program is inclusive of family activities that will also assist parents with their reading skills, facilitate family events for fundraising, as well as outside excursions; and WHEREAS, participation will focus its core mission on asking each participant to read one book a week and provide an oral report summarizing the book read; and WHEREAS, a prime goal of the Program is to increase the success rate of students as they move through their K-12 education, which inevitably leads to a higher rate of high school graduates; and 1 WHEREAS, community support of the students' success in invaluable to the Program and community, and will be prioritized throughout the Program; and WHEREAS, the CITY has a vested interest in the success of the students and their families and desires to support the Program and its nussion. NOW, THEREFORE, in consideration of the mutual covenants and promises herein contained, Provider and 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 initial term of this Agreement shall con7mence on the Effective Date and shall continue until completion of the Program, which is anticipated at the end of the seasonal summer break, but no later than A u g u s t 1 2, 2016, 3. SCOPE OF SERVICE: Provider -agrees to provide the Services ("Services") as Anticipated and described in tlus Agreement, and Provider represents and warrants to CITY that: (i) it possesses all qualifications, licenses, and expertise required for the performance of the Services; (ii) it is not delinquent in the payment of any sums due CITY, including payment of pen -nits fees, occupational licenses, etc., nor in the performance of any obligations to CITY, (iii) all personnel assigned to perform the Services are and shall be, at all times during the tern hereof, fully qualified and trained to perform the tasks assigned to each; and (iv) the Services will be performed in the manner and in the time period anticipated by this Agreement. The P arties agree that Provider may perform certain services through other firms or entities, which have been engaged by the Provider as subcontractors to perform said Services. Provider agrees that all additional subcontractors shall first be approved by the CITY. Notwithstanding CITY'S approval rights hereunder, Provider acknowledges -and --covenants that it shall be responsible for all Services performed by its subcontractors to the same extent as Provider had provided said Services. 2 3A. SERVICES A. Responsibilities of the PROVIDER: i. Provide an age appropriate reading and math program for children and their families. ii. Recruit and hire a Reading Program Director, Certified Reading Teacher, Certified Math Teacher, and two (2) Youth Counselors. Any additional hire requests must be approved by the CITY to confirm need and to ensure the summer hiring remains within the allocated budget. The hiring of any individual, sub -contractor, or company is subject to review and approval by the CITY. B. Responsibilities of the PROGRAM DIRECTOR: i. Maintain records and report statistics related to learner attendance and goals achieved, and provide such records and statistics to the CITY upon request, ii. Purchase educational materials as needed, and monitors expenditures. iii. Invoice CITY for materials purchased, staff salaries, administrative costs, and other contracted expenses. iv. Train, evaluate, and supervise staff. C. Responsibilities of the PROGRAM TEACHERS: i. Supervise Youth Counselors and maintain a positive learning environment. ii. Analyze students, assess their needs, assist them with setting goals, and monitor their ongoing progress. iii. Assist students with selecting appropriate materials, and assist with developing an individualized curriculum. iv. Maintain records and provide them to the Program Director. D. Responsibilities of the YOUTH COUNSELORS: i. Assist students at setting and achieving goals. ii. Support a positive learning environment. iii. Follow directions provided by the Program Teachers/Program Director. iv. Seek assistance from the Program Teachers to ensure continuous progress. E. Responsibilities of the CITY: i. Assess and monitor compliance with the terns of this Agreement. ii. Provide Program guidance. 3 iii. Fund expenses incurred up to a total of $53,000.00, subject to City Commission approval, based upon the following estimated budget: 4. COMPENSATION & FUNDING: Description Estimated Expense Summer Reading Program Director $12,920:00 Paid over the course of eight (8) weeks and on a bi-weekly basis Program Reading Teacher $5,952.00 Paid over the course of eight (8) weeks and on a bi-weekly basis Program Math Teacher $5,952.00 Paid over the course of eight (8) weeks and on a bi-weekly basis Youth Counselor I $3,968.00 Paid over the course of eight (8) weeks and on a bi-weekly basis Youth Counselor II $3,968.00 Paid over the course of eight (8) weeks and on a bi-weekly basis Use of Space-Tacolcy Center $2,976.00 Field Trips $4,000.00 Backpack Giveaways and Health Resource Fair Event $3,476.00 50 Kids x $50.00 each $2,500.00 Food Purchases for Program Events $4,288.00 Program Supplies $3,000.00 Total $53,000.00 Any amount above $53,000.00 shall require further authorization from the City Commission. 5. OWNERSHIP OF DOCUMENTS: Upon termination of this Agreement for any reason whatsoever, Provider shall promptly return to CITY all originals and all copies of any and all records, files, notes, contracts, memoranda, reports, work product, and similar items and any manuals, drawings, sketches, plans, tape recordings, computer programs, disks, cassettes, and other physical representations of any information relating to CITY or to the business of CITY that is provided by the CITY to Provider. Provider hereby acknowledges that any and all such items, physical representations, and information that Provider has used, prepared, or shall prepare to deliver to the CITY while Party to this Agreement (hereinafter "Deliverables") are, and shall remain at all times, the sole property of Provider, provided that Provider hereby grants to the CITY a non-exclusive, non -assignable, royalty -free license to use such Deliverables as the CITY sees fit in its sole discretion, in the Scope of its governmental purposes. 11 CITY agrees that Provider will retain ownership of any and all of Provider's preexisting intellectual property used in conjunction with performance of the Services ("Preexisting Intellectual Property"). Preexisting Intellectual Property means property owned by Provider prior to execution of this Agreement or that Provider develops unrelated to this Agreement and Services as described and provided during the Program. This property may include but is not limited to computer programs, (including any source code, object code, enhancements and modifications), all files, (including computer generated, and all documentation related to such computer programs and files, all media upon which any such computer programs, files and documentation are located (including tapes, disks and other storage media), and models. Provider grants to CITY a non-exclusive, non -assignable, royalty -free license to exhibit, publish, transmit, copy, modify, prepare derivative works from, distribute, display and use airy portion of any Deliverables as identified herein, should they exist within the Scope of this Agreement. 6. AUDIT AND INSPECTION RIGHTS: A. CITY may, at reasonable times, and for a period of up to three (3) years following the date of the expiration/cancellation of 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 the expiration/cancellation of this Agreement. B. CITY may, at reasonable times during the term hereof, inspect Provider's facilities and perform such tests, as 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, if applicable. Provider shall make available to 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 any such applicable Sections of the Code of the CITY of Miami, Florida, as same may be amended or supplemented, from time to time. 7. AWARD OF AGREEMENT; Provider represents and warrants to CITY that it has not employed or retained any person or company employed by CITY to solicit or secure this 5 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. 8. 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 CITY and the public to all documents subject to disclosure under applicable law. Provider's failure or refusal to comply with the provisions of this section shall result in the immediate cancellation of this Agreement by CITY. 9. COMPLIANCE WITH FEDERAL, STATE AND LOCAL LAWS: Provider understands that agreements between private entities and local governments are subject to certain laws and regulations, including laws pertaining to public records, conflict of interest, record keeping, etc. CITY and Provider agree to 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. 10. INDEMNIFICATION: Provider agrees to indemnify, defend and hold harmless CITY and its directors, officials, employees and agents (collectively referred to as "Indemnities") and each of them from and against all loss, costs, penalties, fuses, damages, claims, expenses (including attorney's fees) or liabilities (collectively referred to as "Liabilities"), 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" for the purposes of this indemnification), or (ii) the failure of the Provider to comply with any of the paragraphs herein or (iii) 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 result from a loss incurred by the Indemnities resulting from a claim of an employee or former employee of Provider, or any R of its agents or subcontractors, as provided above, for which the Provider's liability to such employee or former employee would otherwise be limited to payment under state Workers' Compensation or similar laws. 11. DEFAULT: If Provider fails to comply with any term or condition of the Agreement, or fails to perform any of its obligations hereunder, then Provider shall be in default. Upon the occurrence of a default hereunder CITY, in addition to all remedies available to it by law, may immediately, upon written notice to Provider, terminate this Agreement. 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 ("Effective Date"). 12. CITY'S TERMINATION RIGHTS: CITY shall have the right to terminate this Agreement, in its sole discretion,, at any time for convenience, by giving written notice to Provider ten (10) calendar days prior to the effective date of such termination. In such event, CITY shall not be responsible for any further obligations under this Agreement, to include but not be limited to any compensation or any consequential or incidental damages whatsoever. 13. INSURANCE: Provider shall maintain any and all such insurance as shall be required by the CITY's Department of Risk Management. Such requirements are as described in Exhibit "A," attached all incorporated herein. 14. NONDISCRIMINATION: Provider represents and warrants to CITY that Provider does not engage 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. 15. ASSIGNMENT: This Agreement shall not be assigned by Provider, in whole or in part, without the prior written consent of CITY's, which may be withheld or conditioned, in CITY's sole 7 discretion. 16. 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 here in or to such other address as a party may designate by notice given as herein provided. Notice shall be deemed 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: Belafonte Tacolcy Center Inc. 6161 NW 9t" Avenue Miami, FL 33127 TO MIAMI CITY: Daniel J. Alfonso City Manager 444 SW 2 Avenue Miami, FL 33130 Victoria Mendez City Attorney 444 SW 2 Ave, Suite 945 Miami, Fl. .91 33130 17, MISCELLANEOUS PROVISIONS: The terms and provisions of this Agreement shall be binding upon approval by the City Commission. This Agreement shall be construed and enforced according to the laws of the State of Florida, and in the event of any litigation arising from the terms and/or performance of this Agreement, venue shall be in a court of competent jurisdiction in Miami -Dade County, Florida. hi the event of a dispute arising from this agreement, each party shall bear its own attorney's fees and costs. No third Party beneficiaries are contemplated in this Agreement. Title and paragraph headings are for convenient reference and are not a part of this Agreement. 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 waive shall be effective unless made in writing. 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 ether event, the remaining terms and provisions of this Agreement shall remain unmodified and in full force and effect or limitation of its use. This Agreement constitutes the sole and entire agreement between the parties hereto. No modification or amendinent hereto shall be valid unless in writing and executed by properly authorized representatives of the parties hereto. 18. SUCCESSORS AND ASSIGNS: This Agreement shall be binding upon the Parties hereto, their heirs, executors, legal representatives, successors, or assigns. 19. INDEPENDENT CONTRACTOR: Provider has been procured and is being engaged to provide Services to CITY as an independent contractor, and not as an agent or employee of 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 Worker's Compensation benefits available to employees of the CITY are not available to Provider, and agrees to provide workers' compensation insurance for any I employee or agent of Provider rendering Services to CITY under this Agreement. 20. CONTINGENCY CLAUSE: The continuation of the Services contemplated and outlined in this Agreement are contingent on the continued authorization for Program activities and the Agreement is subject to amench-nent or termination due to lack of authorization and/or change in regulations, upon thirty (3 0) days' notice. 21. 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. 22 COUNTERPARTS: This Agreement maybe executed in two or more counterparts, each of wl-ich shall constitute an original but all of which, when taken together, shall constitute one and the same agreement. 23. TIME FOR COMPLETION: Any specific task described in this Agreement and/or the Services of the Program as outlined herein shall commence upon the mutual execution of this Agreement. 24. FORCE MAJEURE: Force Majeure shall mean an act of God, epidemic, lighting, earthquake, fire, explosion, hurricane, flood or similar occurrence, strike, an act of public enemy, or blockade, insurrection, riot, civil disturbance or similar occurrence, which has a material effect adverse impact on the performance of this Agreement, and which cannot be avoided despite -the 10 exercise of due diligence. The term Force Majeure DOES NOT INCLUDE inclement weather (except as noted above) or the acts or omissions of sub-consultants/subcontractors, third -party consultants/contractors materialmen, suppliers, or their subcontractors, unless such acts or omissions are otherwise encompassed by the definition set forth above. No party hereto shall be liable for its failure to carry out its obligations under the Agreement during a period when such party is rendered unable, in whole or in part, by Force Majeure to carry out such obligations, but the obligation of the party or parties relying on such Force Majeure shall be suspended only during the continuance of any inability so caused and for no longer period of said unexpected or uncontrollable event, and such cause shall, so far as possible, be remedied with all reasonable dispatch. It is further agreed and stipulated that the right of any party hereto to excuse its failure to perform by reason of Force Majeure shall be conditioned upon such party giving, to the other party or parties, written notice of its assertion that a Force Majeure delay has occurred as soon as practicable after the occurrence but not later than ten (10) worldng days after the occurrence, unless there exists good cause for failure to give such notice, in which event, failure to give such notice shall not prejudice any party's right to justify any nonperformance as caused by Force Majeure unless the failure to give timely notice causes material prejudice to the other party or parties. Signatures on following page 11 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 of Miami, a Florida Municipal Corporation ATTEST: By: Todd B. Hannon City Clerk "PROVIDER" Belafonte Tacoley Center Inc. 6161 NW 9t" Avenue Miami, FL 33127 ATTEST`. Signature Print Daniel J. Alfonso City Manager Approved as to Insurance Requirements Approved as to legal form and correctness Ann -Marie Sharpe Director, Risk Management Victoria M6ndez City 12 Attorney I. II. EXHIBIT A INSURANCE REQUIREMENTS- TACOLCY CENTER AGREEMENT SUMMER READ PROGRAM 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 included as an additional insured Primary and Non Contributory Endorsement Contingent and Contractual Liability Premises and Operations Sexual Abuse and Molestation Coverage 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 included 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 V. Accident/Medical Coverage (Excess) $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.