HomeMy WebLinkAboutExhibitCity of Miami, Florida SS 015-16-026
PROFESSIONAL SERVICES AGREEMENT
By and Between
The City of Mlaini, Florida
And
The LaunchCode Foundation, Inc.
This Professional Services Agreement ("Agreement"). Is entered into this day of
-1 2016 by and between the City of Miami, a municipal corporation of the- State
of Florida,,. whose address is 444 S.W. 2nd Avenue, loth Floor, Miami, Florida 33130 ("City"), and,
The LaunchCode Foundation, Inc., a Missouri not for profit corporation, presently qualified to do
business In the State of Florida whose principal address is 4811 Delmar Blvd, -St, Louis, MO,
63108, hereinafter referred to as the.(" Contractor").
RECITALS:
WHEREAS,, the City wishes to engage the Services of Contractor, and Contractor wishes
to perform the Services for the City; and
WHEREAS, the City and the Contractor desire to enter Into this Agreement. under the
terms and conditions set forth herein.
NOW, THEREFORE, in consideration of the mutual covenants and promises herein
contained, Contractor and the City agree as follows:
TERMS,
I . RECITALS AND INCORPORATIONS;. DEFINITIONS:
A. The recitals are true and correct and are hereby Incorporated into and made a part
of this. Agreement. The Services and Scope of Work are hereby incorporated into and made a
part of this Agreement and attached as Exhibit "A". The Contractor's Compensation Proposal is
hereby incorporated into and made a part of this Agreement and attached as Exhibit "B", The
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Contractor's Insurance Certificate is hereby incorporated into and made a part of this Agreement
and attached as Exhibit "C". The order of precedence whenever there is conflicting or inconsistent
language between documents is as follows: (1) Professional Services Agreement ("PSA"); and
(2) Contractor's scope of services and price proposal, acknowledging scope of work and pricing
component of services.
2. TERM:
The Agreement shall become effective on the date on the first page, and shall be for the
duration of two (2) years with three (3), one-year renewal options, subject to compliance with
applicable laws. The City Manager shall have the option to extend or terminate the Agreement for
convenience, that is, for any or no cause.
3. SCOPE OF SERVICES -
A. Contractor agrees to provide the Services as specifically described, and under the
special terms and conditions set forth in Exhibit "A" hereto, which by this reference is incorporated
into and made a part of this Agreement.
B. Contractor represents to the City that: (i) it possesses all qualifications, licenses,
certificates, authorizations, and expertise required for the performance of the Services,, including
but not limited to full qualification to do business in Florida; (H) it is not delinquent in the payment
of any sums due the City, including payment of permits, fees, occupational licenses, etc., nor in
the performance of any obligations or payment of any monies, debts, or other obligations or
consideration to the City; (iii) all personnel assigned to perform the Services are and shall be, at
all times during the term hereof, fully qualified and trained to perform the tasks assigned to each;
(iv) the Services will be performed in the manner described in Exhibit "'N'; and (v) each person
executing this Agreement on behalf of Contractor has been duly authorised to so execute the
same and fully bind Contractor as a party to this Agreement.
C. Contractor shall at all times provide fully qualified, competent and physically
capable employees to perform the Services under this Agreement. City may require Contractor
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to remove any employee the City deems careless, incompetent, insubordinate, or otherwise
objectionable and whose continued services under this Agreement Is not in the best Interest of
the City.
4. COMPENSATION,
A. The amount of compensation payable by the City to the Contractor shall be based
on the rates quoted In Exhibit "B" hereto, which by this reference is incorporated into and made a
part of this Agreement.
B. payment shall be made in arrears based upon work performed to the satisfaction
of the City within thirty (30) days after receipt of Contractor's invoice for Services performed, which
shall be accompanied by sufficient supporting documentation and contain sufficient detail, to allow
a proper audit of expenditures, should the City require one to be performed. Invoices shall be
sufficiently detailed so as to comply with the "Florida prompt payment Act", §218.70. - 218.79,
Florida Statutes, and other applicable laws. No advance payments shall be made at any time.
C. Contractor agrees and understands that (1) any and all subcontractors providing
Services related to this Agreement shall be paid through Contractor and not paid directly by the
City, and .(il). any and all liabilities regarding payment to, or use of, subcontractors for any of the
5. OWNERSHIP OF DOCUMENTS:
Contractor understands and agrees that any information, document, report or any other
material whatsoever which is given by the City to Contractor, its employees, or any subcontractor,
or which is otherwise obtained or prepared by Contractor solely and exclusively for the City
pursuant to or under the terms of this Agreement, is and shall at all times remain the property of
the City, Contractor agrees not to use any such information, document, report or material for any
other purpose whatsoever without the written consent of the City Manager, which may be withheld
or conditioned by the City Manager in his/her sole discretion. Contractor is permitted to make and
to maintain duplicate copies of the files, records, documents, etc. if Contractor determines copies
of such records are necessary subsequent to the termination of this Agreement; however, in no
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way shall the confidentiality as permitted by applicable law be.breached. The City shall maintain
and retain ownership of any and all documents which result upon the completion of the work and
Services under this Agreement pursuant to the terms of this Section 5.
6. AUDIT AND, INSPECTION RIGHTS AND RECORDS RETENTION:
A. Contractor agrees to provide access to the City or to any of its duly authorized
representatives, to any books, documents, papers, and records of Contractor which are directly
pertinent to this Agreement, for the purpose of audit, examination, excerpts, and transcripts. The
City may, at reasonable times, and for a period of up to three (3) years following the date of final
payment by the City to Contractor under this Agreement, audit and inspect, or cause to be audited
and inspected, those books, documents, papers, and records of Contractor which are related to
Contractor's performance under this Agreement. Contractor agrees to maintain any and all such
books, documents, papers, and records at its principal place of business for a period of three (3)
years after final payment is made under this Agreement and all other pending matters are closed.
Contractor's failure to adhere to, or refusal to comply with, this condition shall result in the
immediate cancellation of this Agreement by the City.
B. The City may, at reasonable times during the term hereof, inspect the Contractor's
facilities and perform such tests, as the City deems reasonably necessary, to determine whether
the goods or services required to be provided by Contractor under this Agreement conform to the
terms hereof. Contractor shall make available to the City all reasonable facilities and assistance
-to facilitate the performance of tests or inspections by City representatives. All tests and
inspections shall be subject to, and made In accordance with, the provisions of Section 18-101
and 18-102 of the Code of the City of Miami, Florida as same may be amended or supplemented,
from time to time.
7. AWARD OPAGRUMENT".
Contractor 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
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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:
A. Contractor 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, Contractor's failure or refusal to comply
with the provisions of this section shall result in the immediate cancellation of this Agreement by
the City.
B. Contractor shall additionally comply with Section 119,0701, Florida Statutes,
including without limitation: (1) keep and maintain public records that ordinarily and necessarily
would be required by the City to perform this service; (2) provide the public with access to public
records on the same terms and conditions as the City would at the cost provided by Chapter 119,
Florida Statutes, or as otherwise provided by law, (3) ensure that public records that are exempt
or confidential and exempt from disclosure are not disclosed except as authorized by law; (4)
meet all requirements for retaining public records and transfer, at no cost, to the City all public
records in its possession upon termination of this Agreement and destroy any duplicate public
records that are exempt or confidential and exempt from disclosure requirements; and, (5) provide
all electronically stored public records that must be provided to the City in a format compatible
with the City's information technology systems. Notwithstanding the foregoing, Contractor 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.
C. Should Contractor determine to dispute any public access provision required by
Florida Statutes, then Contractor shall do so in accordance with the provisions of Chapter 119,
Florida Statutes, at its own expense and at no cost to the City.
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9. COMPLIANCE WITH FEDERAL, STATE AND LOCAL LAWS:
Contractor understands that agreements with local governments are subject to certain
laws and regulations, including laws pertaining to public records, conflict of interest, record
r
keeping, etc, City and Contractor agree to comply with and observe all such applicable federal,
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state and local laws, rules, regulations, codes and ordinances, as they may be amended from
time to time.
Contractor further agrees to include in all of Contractor's agreements with subcontractors
for any Services related to this Agreement this provision requiring subcontractors 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. IN DEMNIFICATION;
Contractor, shall indemnify, defend and hold harmless the City and its officials and
employees, 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 (1) the negligent performance or non-performance of the Services contemplated by this
Agreement (whether active or passive) of Contractor or its employees or subcontractors
(collectively referred to as "Contractor") 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 the Contractor to comply materially with any of the requirements
herein, or the failure of the Contractor 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
l
were negligent. Contractor 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
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or former employee of Contractor, or any of its subcontractors, as provided above, for which the
Contractor's liability to such employee or former employee would otherwise be limited to
payments under state Workers' Compensation or similar laws. Contractor further agrees to
indemnify, defend and hold harmless the Indemnitees from and against (1) any and all Liabilities
imposed on account of the violation of any law, ordinance, order, rule,. regulation,. written policy
agreement, condition, or requirement, related directly to Contractor's negligent performance
under this Agreement, compliance with which is left by this Agreement to Contractor; and (ii) any
and all claims, and/or suits for labor and materials furnished by Contractor or utilized in the
performance of this Agreement or otherwise.
Contractor's obligations to indemnify, defend and hold harmless the Indemnitees shall
survive the termination/expiration of this Agreement.
Contractor understands and agrees that any and all liabilities regarding the use of any
subcontractor for Services related to this Agreement shall be borne solely by Contractor
throughout the duration of this Agreement and that this provision shall survive the termination or
expiration of this Agreement, as.applicable.
1.1 e EFAULT:
If Contractor fails to comply materially with any term or condition of this Agreement, or fails
to perform in any material way any of its obligations hereunder, and fails to cure such failure after
reasonable notice from the City, then Contractor shall be in default. Contractor understands and
agrees that termination of this Agreement under this section shall not release Contractor from any
obligation accruing prior to -the effective date of termination. Should Contractor be unable or
unwilling to commence to perform the'Services within the time provided or contemplated herein,
then, in addition to the foregoing, Contractor shall be liable to the City for all expenses incurred
by the City in preparation and negotiation of this Agreement, as"well as all costs and expenses
incurred by the -City in the re -procurement of the Services, including consequential and incidental
1
damages.
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12. RESOLUTION OF AGREEMENT DISPUTES:
Contractor understands and agrees that all disputes between Contractor and the City
based upon an alleged violation of the terms of this Agreement by the City shall be submitted to
the City Manager for his/her resolution, prior to Contractor being entitled to seek judicial relief in
connection therewith. In the event that the amount of compensation hereunder exceeds Twenty,
Five Thousand Dollars and No/Cents ($25,000), the City Manager's decision shall be approved
or disapproved by the City Commission, Contractor shall not be entitled to seek judicial relief
unless: (I) it has first received City Manager's written decision, approved by the City Commission
if the amount of compensation hereunder exceeds Twenty -Five Thousand Dollars and No/Cents
($25,000), or (11) a period of sixty (60) days has expired, after submitting to 'the City Manager a
detailed statement of the dispute, accompanied by all supporting documentation or ninety (90)
days if City Manager's decision is subject to City Commission approval); or (111) City has waived
compliance with the procedure set forth In this section by written Instruments, signed by the City
Manager. In no event may the amount of compensation under this Section exceed the total
compensation set forth in Section 4 (A) of this Agreement.
13. TERMINATION; OBLIGATIONS UPON TERMINATION:
A. The City, acting by and through its City Manager, shall have the right to terminate
this Agreement, In its sole discretion, and without penalty, at any time, by giving written notice to
Contractor at least thirty (30) calendar days prior to the effective date of such termination. Insuch
event, the City shall pay to Contractor compensation for Services rendered and approved
expenses incurred prior to the effective date of termination. In no event shall the City be liable to
Contractor for ;any additional compensation and expenses Incurred, other than that provided
herein, and in no event shall the City be liable for any consequential or incidental damages, The
Contractor shall have no recourse or remedy against the City for a termination under this
subsection except for payment of fees due prior to the effective date of termination.
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B. The City, by and acting through its' City Manager, shall have the right to terminate
this Agreement, in its sole discretion, and without penalty, upon the occurrence of an event. of a
material breach hereunder, and failure to cure the same within thirty (30) days after written notice
of default.. In such event, the City shall not be obligated to pay any amounts to Contractor for
Services rendered by Contractor after the date of termination, but the parties shall remain
responsible for any payments that have become d'ue and owing as of the effective date of
termination. In no event shall the City be liable to Contractor for any additional compensation and
expenses incurred, other than that provided. herein, and in no event shall the City be liable for any
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direct, indirect, consequential or incidental damages.
14. INSURANCE,
A. Contractor shall, at. all times during the term hereof, maintain such insurance
coverage(s) as may be required by the City. The insurance coverage(s) required as of the
Effective Date of this Agreement are attached hereto as Exhibit "C" and incorporated herein by
this reference, The City Agreement number and title must appear on each certificate of insurance,
The Contractor shall add the City of Miami as an additional insured to its commercial general
liability, and auto liability policies, and as a named certificate holder on all policies. Contractor
shall correct any insurance certificates as requested by the City's Risk Management
Administrator, All such insurance, including renewals, shall be. subject to the approval of the City
for adequacy of protection and evidence of such coverage(s) and shall be furnished to the City
Risk Management Administrator on Certificates of Insurance Indicating such Insurance to be in
force and effect and any cancelled or non -renewed policy will be replaced with no coverage gap
and a current Certificate of Insurance will be provided. Completed Certificates of Insurance shall
be filed with the City prior to the performance of Services hereunder, provided, however, that
Contractor shall at any time upon request file duplicate copies of the Certificate of Insurance with
the City.
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B. Contractor understands and agrees that any and all liabilities regarding the use of
any of Contractor's employees or any of Contractor's subcontractors for Services related to this
Agreement shall be borne solely by Contractor throughout the term of this Agreement and that
this provision shall survive the termination of this Agreement. Contractor further understands and
agrees that Insurance for each employee of Contractor and each subcontractor providing Services
related to this Agreement shall be maintained in good standing and approved by the City Risk
Management Administrator throughout the duration of this Agreement.
C. Contractor shall be responsible for assuring that the insurance certificates required
under this Agreement remain in full force and effect for the duration of this Agreement, Including
any extensions hereof. If insurance certificates are scheduled to expire during the term of this
Agreement and any extension hereof, Contractor shall* be responsible for submitting new or
renewed insurance certificates to the City's Risk Management Administrator as soon as
coverages are bound with the insurers. In the event that expired certificates are not replaced, with
new or renewed certificates which cover the term of this Agreement and any extension thereof:
(1) 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
re -procurement damages from Contractor in conjunction with the violation of the terms
and conditions of this Agreement.
D. Compliance with the foregoing requirements- shall not relieve Contractor of its
liabilities and obligations under this Agreement.
15. NONDISCRIMIN_ATION'
Contractor represents to the City that Contractor does not and will not engage in
discriminatory practices and that there shall be no discrimination in connection with Contractor's
performance under this Agreement on account of race, color, sex, religion, age, handicap, marital
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status or national origin. Contractor 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 Contractor, in whole or in part, and Contractor
shall not assign any part of its operations, without the prior written consent of the City Manager,
which may be withheld or conditioned, in the City's sole discretion through the City Manager,
17. NOTICES;
All notices or other communications required under this Agreement shall be in writing and
shall be given by hand -delivery or by registered or certified U.S. Mail, return receipt requested,
addressed to the other party at the address indicated herein or to such other address as a party
may designate by notice given as herein provided. Notice shall be deemed 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 CONTRACTOR:
Austin Woods
Finance Manager
4811 Delmar Blvd
St, Louis, MO, 63108
austin@launchcode.org
TO THE CITY:
Daniel J. Alfonso
City Manager
444 SW 2nd Avenue, 10th Floor
Miami, FL 33130-1910 .
Annie Perez, CPPD
Procurement Director
444 SW 2nd Avenue, 6th Floor
Miami, FL. 331301910
18. MISCELLANEOUS PE.OVISIONS;
A. This Agreement shall be construed and enforced according to the laws of the State
of Florida. Venue in any proceedings between the parties shall be in Miami -Dade County, Florida.
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Each party shall bear its own attorney's fees, 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 or to seek an award of attorney's fees from the other party.
B. 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.
C. 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 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,
D. Contractor shall comply with all applicable laws, rules and regulations in the
performance of this Agreement, including but not limited to licensure, and certifications required
by law for professional service Contractors.
5. 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. Except as otherwise set forth in Section
2 above and subject to compliance with the applicable provisions of the City of Miami Procurement
Ordinance and other applicable laws, the City Manager shall have the sole authority to extend,
amend, or modify this Agreement on behalf of the City.
19. SUCCESSORS AND ASSIGNS., This Agreement shall be binding upon the parties
hereto, their heirs, executors, legal representatives, successors, or assigns,
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20. INDEPENDENT CONTRACTORS: Contractor has been procured and is being engaged
to provide Services to the City as an independent contractor, and not as an agent or employee of
the City. Accordingly, neither Contractor, nor its employees., nor any subcontractor hired by
Contractor to provide any Services under this Agreement shall 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. Contractor further understands that Florida
Workers' Compensation benefits availableto employees of the City are not available to
Contractor, its employees, or any subcontractor hired by Contractor to provide any Services
hereunder, and Contractor agrees to provide or to require subcontractor(s) to provide, as
applicable, workers' compensation Insurance for any employee or agent of Contractor rendering
Services to the City under this Agreement. Contractor further understands and agrees that
Contract&'s or subcontractors' use or entry upon City properties shall not in any way change its
or their status as an independent contractor,
21. 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, failure to allocate or
appropriate -funds, and/or change In applicable laws or regulations, upon thirty (30) days written
notice.
22. FORCE MAJEURE: A "Force Majeure Event" shall mean an act of God, act of
governmental body or military authority, fire, explosion, power failure, flood, storm, hurricane,
sink hole, other natural disasters, epidemic, riot or civil disturbance, war or terrorism, sabotage,
insurrection, blockade., or embargo. In the event that either party is delayed in the performance
of any act or obligation pursuant to or required by the Agreement by reason of a Force Majeure
Event, the time for required completion of such act or obligation shall be extended by the
number of days equal to the total number of days, if any, that such party is actually delayed by
such Force Majeure Event, The party seeking delay in performance shall give notice to the
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other party specifying the anticipated duration of the delay, and if such delay shall extend
beyond the duration specified in such notice, additional notice shall be repeated no less than
monthly so long as such delay due to a Force Majeure Event continues. Any party seeking
delay in performance due to a Force Majeure Event shall Use its best efforts to rectify any
condition causing such delay and shall cooperate with the other party to overcome any delay
that has resulted.
23. CITY NOT LIABLE FORg
DELAYS:, Contractor hereby understands and agrees that
in no event shall the City be liable for, or responsible to Contractor or any subcontractor, or to
any other person, firm, or entity for or on account of, any stoppages,or delay(s) in work herein
provided for, or any damages whatsoever related thereto, because of any injunction or other
legal or equitable proceedings or on account of any delay(s) for any cause over which the City
has no control. t
24. USE OF NAME: Contractor understands and agrees that the City Is not engaged in
research for advertising, sales promotion, or other publicity purposes. Contractor is allowed, within,
the limited scope of normal and customary marketing and promotion of its work, to use the general
results of this project and the name of the City. The Contractor agrees to protect any confidential
Information provided by the City and will not release information of a specific nature without prior
written consent of the City Manager or the City Commission.
25. NO CONFLICT OF INTEREST: Pursuant to City of Miami Code Section 2-611,. as
amended ("City Code"), regarding conflicts of interest, Contractor hereby certifies to the City that
no individual member of Contractor, no employee, and no subcontractor under this Agreement
nor any immediate family member of any of the same Is also a member of any board, commission,
or agency of the City. Contractor hereby represents and warrants to the City that throughout the
term of this Agreement, Contractor, Its employees, and its subcontractors will abide by this
prohibition of the City Code.
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26. NO THIRD -PARTY BENEFICIARY., No persons other than the Contractor and the City
(and their successors and assigns) shall have any rights whatsoever under this Agreement.
27, SURVIVAL: All obligations (including but not limited to 'indemnity and obligations to
defend and hold harmless) and rights of any party arising
ing during or attributable to the period prior
to expiration or earlier termination of this Agreement shall survive such expiration or earlier
termination.
28. TRUTH -IN -NEGOTIATION CERTIFICATION, REPRESENTATION AND WARRANTY:
Contractor hereby certifies, represents and warrants to the City that on the date of Contractor's
execution of this Agreement, and so long as this Agreement shall remain in full force and effect,
the wage rates and other factual unit costs supporting the compensation to Contractor under this
Agreement are and will continue to be accurate, complete, and current. Contractor understands,
agrees and acknowledges that the City shall adjust the amount of the compensation and any
additions thereto to exclude any significant sums by which the City determines the contract price
of compensation hereunder was increased due to inaccurate, incomplete, or non-current wage
rates and other factual unit costs. All such contract adjustments shall be made within one -(I) year
of the end of this Agreement, whether naturally expiring or earlier terminated pursuant to the
provisions hereof.
29. COUNTERPARTS: This Agreement may be executed in three or more counterparts,
each of which shall constitute an original, but all of which, when taken together, shall constitute
one and the. same agreement.
30. 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.
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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.
94C ity I I
CITY OF MIAMI, a municipal
ATTEST: corporation
Todd B. Hannon, City Clerk
By:
Daniel J. Alfonso, City Manager
"Contractor"
ATTEST: THE LAUNCHCODE FOUNDATION, INC.
a Missouri corporation
By:
Print Name:
Title:
(Corporate Seal)
APPROVED AS TO LEGAL FORM
AND CORRECTNESS:
Victoria Mendez
City Attorney
By:
(Authorized Corporate Officer)
APPROVED AS TO INSURANCE
REQUIREMENTS:
Ann -Marie Sharpe
Risk Management Director
SS 15-16-026; LaunohCodo: Inkrination Technology (IT) Talent Montorship/Apptonficeship Program Services
16
City of Miami, Florida SS 015-16-026
,CORPORATE RESOLUTION
(This Resolution needs to authorize the signatory to sign)
WHEREAS, The LaunchCode Foundation, Inc,, a Missouri not for profit corporation,
desires to enter into an agreement with the City of Miami for the purpose of performing the work
described in the contract to which this resolution is attached; and
WHEREAS, the Board of Directors ata duly held corporate meeting has considered the
matter In accordance with the bylaws of the corporation;
NOW, THEREFORE, BE IT RESOLVED BY THE BOARD OF DIRECTORS that this corporation
is authorized to enter into the Agreement with the City, :and the President and the Secretary are
hereby authorized and directed to execute the Agreement in the name of this Corporation and to
execute any other document and perform any acts in connection therewith as may be required to
accomplish its purpose.
IN WITNESS WHEREOF, this _ day of 2016.
("Provider")
An (State). Corporation
By: (sign)
Print Name:
TITLE-,
(sign)
Print Name:
SS 15-16-026: LaimoliCode: kArmation Technology (IT) Talent Montorsbip/AppraiffloosWp Program Services 17
City of Miami, Florida.
EXHIBIT A
SCONE OF WORK
11a Placement Services
SS 015-16-026
1.1 From time to time; City may request Contractor to present to City apprentice candidates as part.of
the LaunchCode IT Talent Mentorship/Apprenticeship Program Services. If Contractor presents a
candidate that City desires to engage.as an apprentice personnel (an "Apprentice"), then the engagement
by City shall, unless otherwise specifically agreed by the parties, be subject to the terms and conditions of
this Agreement.
1.2 Apprentice Screening. All Apprentice candidates presented by Contractor to City shall have been
screened pursuant to Contractor's then In -effect screening standards. A copy of such screening standards
shalt be provided to the City prior to Apprentice engagement.
13 Conversion to Regular Employment Status. If successful, it is anticipated that the Apprentice will
receive an increase in pay or join the City as a regular employee within six months after the Apprentice's
start with the City (the "Apprenticeship Period"), at the City's sole discretion. For the purpose of this
Contract, during the Apprenticeship Period, an Apprentice does not have Employment Status at City.
1A Apprentice Compensatlon. Starting pay for Apprentices is $15 per hour (base compensation), or
as agreed upon between Contractor and City in writing. If City desires to increase the base compensation
for Apprentice during the Apprenticeship Period., without immediately becoming Ilablefor a Placement Fee,
City must have written consent from Contractor. Without written consent from Contractor, any increase in
base compensation for Apprentice shall make City liable for a Placement Fee.
1,5
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City of Miami, Florida
A✓ Y
PROPOSAL. AND COMPENSATION
SS 015-16-026
2.1 Apprentices Employed by Contractor. Apprentices employed by Contractor shall be paid by
Contractor, City shall pay Contractor the Apprentice's base compensation and a 66,66% markup for all
non -Overtime Hours, except as otherwise provided in this Agreement. Contractor shall bill City bi-weekly
'Following each payroll date. Payment to Contractor shall be issued in accordance with Article 4 of the
Agreement.
2.2 Overtime Apprentice employed by Contractor who works an Overtime Hour (as defined below),
City shall pay Contractor the Apprentice's base compensation plus a 117% markup for each Overtime
Hour. For purposes of this Agreement, the term "Overtime Hour" means any hour worked by Apprentice
during any week., from Sunday to Saturday, in excess of 40 total hours,unless otherwise required by
law. By way of example, If an Apprentice works 45 hour over a full week for City, City shall pay a 66.66%
markup for Apprentice's first 4.0 hours and a 117%e markup for Apprentice's remaining 5 hours.
2.3 Placement Fee, City shall have _the right to elect, to_ pay_ Co_ntraetor in oocordance with Option A
or Option B below by indicating such an election on the signature page hereof. In the event that City does
not make such an election, City shall pay Contractor under Option A.
(a) Option A, City shall pay Contractor a not to exceed 10% of the Apprentice's first year's based salary, up
to a maximum of $5,000 placement fee for each Apprentice within 30 days following the earlier of
conversion to regular employment status, an increase in pay above the base compensation rate for the
Apprentice, or an Apprenticeship Period for any Apprentice that continues 6 months or greater, If the
Apprentice's employment' is, terminated/severed by the City or by the Apprentice within one hundred eighty
(180) days from the start date for any reason other than death of the Apprentice or elimination of the
Apprentice's position, Contractor shall refund any fee paid by the City in respect to such Apprentice,
(b) Option B, The City shall pay Contractor the Apprentice's base compensation, plus a 133,33% markup, in
lieu of the 66.67% markup and in lieu of any one-time placement fee. For any Overtime Hours, City shall
pay Contractor the Apprentice's base compensation, plus a 183,33% mark up. City shall not convert the
Apprentice to a full-time employee until the Apprenticeship Period has lasted at a minimum of 350 work
hours, .Contractor shall bill City twice a month following each payroll date. Payment to Contractor shall be
issued 1n accordance with Section 4 of the Agreement.
2,4 Prior En.gagement..In the event that Contractor presents an Apprentice candidate to City, and the
City has reasons to believe the Apprentice candidate has either applied for employment with City within the
past 30 calendar days, or being previously submitted to City for employment by another employment
agency within the past 30 calendar days, City shall still be liable for a Placement Fee unless City notifies
'Contractor, in writing, within 15 calendar days from the date when Contractor presented the Apprentice
Candidate to City. City shall be able to provide written evidence, verifiable by Apprentice candidate, of any
alleged prior engagement between City and Apprentice candidate.
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City of Miami, Florida
EXHIBIT C
INSURANCE REQUIREMENTS
SS 016-16-026
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