HomeMy WebLinkAboutBack-Up DocumentsMixing the Reality of HVAC/R Employment
MEMORANDUM OF UNDERSTANDING
For Watsco/Microsoft/City of Miami HVAC/R Career Pathway Program
1. Parties
Program partners ("Partners") will enter into a joint Memorandum of Understanding
("MOU"). Partner mer organizations include Microsoft, City of Miami ("City")
and Watsco, Inc. ("Watsco").
2. Purpose
The purpose of this MOU is to evidence the members' intent to collaborate with
respect to the establishment of a career pathway pilot program as denoted in
Section 3- Roles and Responsibilities.
3. Roles and Responsibilities of Program ComponentsfeF inaugural vee.
Roles and responsibilities for the initial implementation year have been agreed
upon by all members as summarized below:
Program Development
Placing City residents into new employment opportunities is the ultimate goal of this
partnership. For this program to be a success, program participants will learn new
technical skills and have the opportunity to use those skills in a job.
Microsoft will provide seed money for certifications, technical curriculum and
technical equipment.
Watsco will provide space, trainers, industry support, facilitate industry placement
contacts and programmatic costs.
Watsco will lead the facilitation of employer placement and working with City
workforce staff. This will include recruiting partner companies to commit to attend
branch days and help to provide the best opportunity for program participants to
find employment upon completion of the program.
The City will lead on recruiting and learner support, pre -pathway program,
tracking of learners' placement.
Training
• City will lead on the pre -pathway "soft skill" training. The pre -pathway "soft skills"
training will consist of the City providing basic skills, such as professionalism in
the workplace, resume building, interviewing skills and effective communication
to improve job retention for each candidate.
• Watsco will lead on the "branch days" throughout the course of the training pilots.
Branch days will consist of Where cohort learners "comeinn together in-
person at select Watsco partner locations to do skills checks and use the virtual
reality platform as applicable to enhance the training-
• Watsco will manage and operate the technology and virtual reality headsets.
Marketing and Communications Strategy
• Coordinate marketing, awareness, communication launch plan and implement
launch plan beginning this summer.
Learner Management
City and Watsco will collect/share data in the following ways:
• Learner is defined as an approved candidate who is accepted into the training
cohort and is a ongoing participant in the program. Learner related data is used
to ensure proper tracking of each candidate and their progression, attendance
and successful completion of each module within the training_
• Learner data — Watsco will share learner data gathered via online curriculum site
with City and Microsoft. Including progress report and milestone completion of
program participants. City will track learner progress through the program and
track program completion and job placement.
Reporting
• City and Watsco will coordinate the development of a quarterly report and an
end -of -grant term report to all Partners based upon deliverables outlined below.
Defining Success — inaugural YearPrograrn Deliverables
The ultimate goal of the program is job placement.
4. Notice
Any notice required or permitted to be given hereunder by one Partner to other
Partners as it relates to participation in the partnership and/or revisions to Section
3. Roles and Responsibilities shall be submitted in writing to Microsoft. Microsoft
will share all revisions/requests with Partners and include proffered changes for
discussion at regularly scheduled Partner meeting.
5. Dispute Process
If possible, disputes will be resolved by informal discussion between the Partners.
If the Partners are unable to resolve any disagreement through good faith
negotiations, the dispute will be resolved by the authorized agents of the Partners.
Disagreements between the Partners arising under or relating to this MOU will be
resolved only by consultation between the Partners and will not be referred to any
other person or entity for settlement. If no agreement can be reached, then this
MOU shall be deemed null and void.
6. !Legal rights
Partners understand and agree that this MOU is not a contract. This is a non-
binding MOU between the Partners as designated in the MOU and is not intended,
and should not be construed, to create or confer on any Partner, or other person
or entity, any right or benefit, substantive or procedural, enforceable at law or
otherwise, against any of the participating Partners or the officers, directors,
employees, agents, representatives, successors, assigns, or the departments
thereof.1
---------------------------------------------------------------------------------------------------
7. Changes and Modifications.
Changes and/or modifications to this MOU shall be in writing and signed by the
authorized agents of all Partners, or their duly authorized designee within the
scope of their authority. No oral statement by any person shall be interpreted as
modifying or otherwise affecting the terms of this MOU. All requests for
interpretation or modification shall be made in writing.
8. Effective Date and Termination
This MOU will become effective on May X, 2019 ("Effective Date") and shall remain
in force until terminated by mutual agreement of the Partners in writing.
Any Partner may terminate their engagement in this MOU at any time, with or
without cause, and without incurring any liability or obligation to the terminating
member by giving the other members at least thirty (30) days' prior written notice
of termination.
After the first year of program implementation, this MOU will be reviewed and
updated as deemed appropriate by all Partners. Any amendments should be
completed prior to June 30, 2020.
9. Severability
If any term or provision of this MOU is determined to be invalid, illegal, or incapable
of being enforced by any rule of law or public policy, all other conditions and
provisions hereof shall remain in full force and effect so long as the economic and
legal substance of the transactions contemplated hereby is not affected in any
manner materially adverse to any Partners; and the Partners hereto shall negotiate
in good faith to modify this MOU so as to effect the original intent of the Partners
as closely as possible as originally contemplated and to the greatest extent
possible permitted by law.
10. Framework
Commented [PV1]: This whole section poses certain issues.
According to the same this MOU is not a contract, is "non-binding",
confers no right or benefit, etc. That stated, then there's no duty,
obligation, or responsibility that compels the provision of anything—
it basically renders this document meaningless.
The foregoing sets forth the general framework of the Partner protocols. This MOU
is not a binding agreement but it is an expression of serious interest on the part ofcommented [Pv2]: Again, reference is made to this MOU not
----------------- -------------------------------------------- ------
all Partners who understand that additional instruments may be required be beingabindingagreement. And, although there's acknowledgement
y a for possible need of additional instruments, there's no duty,
two or more Partners to further define additional terms and conditions for Partner obligation, or responsibility that compels the provision ofanything.
participation.
11. Public Records; Maintenance of Records.
This MOU shall be subject to Florida's Public Records Laws, Chapter 119,
Florida Statutes, as amended. The Partners understand the broad nature of
these laws and agree to comply with Florida's Public Records Laws, and laws
relating to records retention.
12. Compliance with Law.
The Partners shall comply with all applicable federal, state and local laws,
codes, ordinances, rules and regulations in performing their respective duties,
responsibilities, and obligations pursuant to this MOU. The Partners shall not
unlawfully discriminate in the performance of their respective duties under this
Agreement.
13. Governing Law.
This MOU shall be governed by the laws of the State of Florida. Venue in
any proceedings shall be in Miami -Dade County, Florida and each Partner shall
be responsible for its own attorneys' fees.
14. Counterparts.
This MOU may be executed in any number of counterparts and by the
separate Partners hereto in separate counterparts, each of which shall be
deemed an original, but all of which (when taken together) shall constitute one
and the same instrument.
15. Indemnification.
Microsoft and Watsco (individually and collectively referred to as
"Indemnitors") shall indemnify, defend and hold harmless the CITY and its
officials and employees (collectively referred to as "Indemnitees") for claims,
and each of them from and against all loss, costs, penalties, fines, damages,
claims, expenses (including attorneys' 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 MOU (whether active or passive) of the
Indemnitors or their employees or subcontractors (also individually and
collectively referred to as "Indemnitors") 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
Indemnitors to conform to statutes, ordinances, or other regulations or
requirements of any governmental authority, local, state, or federal in
connection with the performance of this MOU even if it is alleged that the CITY,
its officials and/or employees were negligent. Indemnitors expressly agree 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 Indemnitors, or any of its subcontractors, as provided above, for which the
Indemnitors' liability to such employee or former employee would otherwise be
limited to payments under the state Workers' Compensation or similar laws.
Indemnitors further agree 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 to Indemnitors' negligent performance under this
MOU, compliance with which is left by this MOU to the
Indemnitors, and (ii) any and all claims, and/or suits for labor and materials
furnished by the Indemnitors or utilized in the performance of this MOU or
otherwise.
Indemnitors' obligations to indemnify, defend and hold harmless the
Indemnitees shall survive the termination/expiration of this MOU.
Indemnitors understand and agree that any and all liabilities regarding the
use of any subcontractor for providing services related to this MOU shall be
borne solely by the Indemnitors throughout the duration of this MOU and that
this provision shall survive the termination or expiration of this MOU, as
applicable.
16. Insurance.
At all times during the term hereof, the Indemnitors shall maintain insurance
acceptable to the CITY. Prior to commencing any activity under this MOU, the
Indemnitors shall furnish to the CITY original certificates of insurance indicating
that the Indemnitors are in compliance with the provisions described in Exhibit
"A" attached hereto and incorporated into this MOU.
IN WITNESS HEREOF, each Partner hereto has caused its duly authorized
representative to execute this MOU by affixing their signatures and the date of
execution:
[SIGNATURE PAGE FOLLOWS)
ATTEST:
Todd Hannon, City Clerk Date
APPROVED AS TO FORM AND
CORRECTNESS:
Victoria Mendez, City Attorney
«Cid,,,
CITY OF MIAMI,
a Florida municipal corporation
Emilio T. Gonzalez, City Manager
APPROVED AS TO INSURANCE
REQUIREMENTS:
Anne -Marie Sharpe, Director Risk
Management
"Watsco"
Watsco, Inc.
Commented [PV3]: Need the name of the person authorized to
sign in behalf of Watsco.
"Microsoft"
Microsoft Cities Team
Lucas Hernandez, Dir. of Civic Engagement
ATTACHMENT A
INSURANCE REQUIREMENTS -PROFESSIONAL SERVICES AGREEMENT MOU
WATSCO/MICROSOFT
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. Endorsements Required
City of Miami listed as additional insured
Contingent & Contractual Liability
Premises and Operations Liability
Primary Insurance Clause Endorsement
11. Business Automobile Liability
A. Limits of Liability
Bodily Injury and Property Damage Liability
Combined Single Limit
Owned/Scheduled Autos
Includine. Hired, Borrowed or Non -Owned Autos
Any One Accident $ 1,000,000
B. Endorsements Required
City of Miami listed as an additional insured
Ill. 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
imit
IV. ProfessionaVErrors and Omissions/Cyber Liability
Combined Single Limit
Each Claim $1,000,000
General Aggregate Limit $1,000,000
Retro Date Included
The above policies shall provide the City of Miami with written notice of cancellation or
material change from the insurer in accordance to policv Provisions.
Companies authorized to do business in the State of Florida, with the following gualifications,
shall issue all insurance policies required above:
The comnanv 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 Jersev, or its equivalent. All policies
and /or certificates of insurance are subiect to review and verification by Risk
Management prior to insurance approval.
Worker's Compensntio*
Limits ef Liability
Statutory State ef Florid
Waiver of Subregatien
10