Agreement with Alvaro Montes de Oca Z 020
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INDEPENDENT CONTRACTOR AGREEMENT
This Agreement is entered into on this 8th_ day of January , 2021 between
Alvaro Montes de Oca ("Contractor"), and the City of Miami Beach, Florida(the "City"),
for a period of 36 weeks,with an effective end date of August 31, 2021 (the "Term").
1. Description of Services.
This Agreement is for the purpose of providing services for the City's All Stars Program.
In consideration of the Fee to be paid to Contractor by the City, Contractor shall
provide s (science, technology, engineering, arts, and mathematics) services, as further
described in the"Description of Services"attached as Exhibit"A" hereto (the "Services").
Contractor agrees to be bound by and shall fully comply with the terms of the
Agreement between the City and The Children's Trust, for STEAM services, for
Contract Year 2020-2021, which Agreement is attached hereto as Exhibit "C" (the
"Children's Trust Grant Agreement"). The scope of work to be performed by
Contractor is further detailed in Exhibit"A,"entitled "Description of Services."The
Contractor shall report to the All Stars Senior Program Coordinator and the
Division Director of the City of Miami Beach Office of Housing and Community
Services.
Although Contractor may be provided with a schedule of the available hours to provide its
Services,the City shall not control nor have the right to control the hours of the Services
performed by the Contractor; where the Services are performed (although the City will
provide Contractor with the appropriate location to perform the Services); when the
Services are performed (including how many days a week the services are performed);
how the Services are performed; or any other aspect of the actual manner and
means of accomplishing the Services provided. Notwithstanding the foregoing, all
Services provided by the Contractor shall be in accordance with the terms and conditions
set forth in Exhibit "A" hereto and performed to the reasonable satisfaction of the City
Manager. If there are any questions regarding the Services to be performed,
Contractor should contact the following person:
Virginia Gary, Senior Program Coordinator
All Stars Program
Office of Housing and Community Services
305-673-7000 ext. 26942
2. Fee.
In consideration of the Services to be provided pursuant to this Agreement, the City
agrees to pay Contractor on a fixed fee basis, in a total amount not to exceed Eleven
Thousand Four Hundred and Eighty Dollars($11,480).
Contractor shall be compensated for the Services,as set forth in Section 2 and Exhibit"A",
as follows:
a) Provision of Eighty-Two(82)STEAM curriculum group sessions with a maximum of
four(4) hours per session for program planning, training, delivery and support at a
rate of Thirty-Five Dollars ($35.00) per hour.
b) The City also agrees to provide a Citywide parking permit during preestablished
work hours for the Term of this Agreement.
Contractor's compensation shall be further subject to and conditioned upon all or any
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portion of the Services to be provided herein being allowable and within the Description of
Services delineated in Exhibit"A".
The Contractor shall issue invoices to the City pursuant to the mutual agreement of the
parties and pursuant to the Fee Schedule set forth in Exhibit"A". Contractor's invoices are
subject to the review and approval of the City Manager and/or his or her designee,who shall
be the Department Director of the Office of Housing and Community Services.The City shall
not remit any payments to Contractor unless Contractor provides the City with a detailed
invoice that is acceptable to the City.
INVOICING
Upon receipt of an acceptable and approved invoice, payment(s) shall be made within
Forty-Five (45) days for that portion (or those portions) of the Services satisfactorily
rendered (and referenced in the particular invoice).
Contractor shall submit monthly Reimbursement Requests and accompanying monthly
service documentation, as set forth in Exhibit "A", which include an itemized, detailed
description of the Services,or portions thereof,provided(including the names of the clients
served and dates of service provision)and cost(s)for same.
Invoices shall be signed by an authorized employee of the Contractor, shall include a
detailed description of the Services(or portions thereof)provided,and shall be submitted to
the City at the following address:
Maria Ruiz, Department Director
Office of Housing and Community Services
1700 Convention Center Drive
Miami Beach, Florida, 33139
Or sent via email to Virginia Gary, Senior Program Coordinator at:
VirginiaGaryta,miamibeachfl.gov
3. Termination.
This Agreement may be terminated by either party,with or without cause, by giving written
notice to the other party of such termination, which shall become effective upon fourteen
(14) days following receipt by the other party of the written termination notice.
Notwithstanding the foregoing, in the event of a public health,welfare or safety concern,as
determined by the City Manager, in the City Manager's sole discretion, the City Manager,
pursuant to a verbal or written notification to Contractor, may immediately suspend the
Services under this Agreement for a time certain, or in the alternative, terminate this
Agreement on a given date. In the event of termination pursuant to this paragraph, the
Contractor shall be paid a sum equal to all payments due to him/her up to the date of
termination;provided Contractor is continuing to satisfactorily perform all Services up to the
date of termination. Thereafter,the City shall be fully discharged from any further liabilities,
duties, and terms arising out of, or by virtue of, this Agreement.
4. Indemnification/Hold Harmless.
Contractor agrees to indemnify, defend,and hold harmless the City of Miami Beach and its
officers, employees and agents, from and against any and all actions, claims, liabilities,
losses and expenses including, but not limited to, attorney's fees,for personal economic or
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bodily injury, wrongful death, loss of or damage to property, at law or in equity, which may
arise or be alleged to have arisen from the negligent acts or omissions or other wrongful
conduct of Contractor, and/or any and all subcontractors, employees, agents, or any other
person or entity acting under Contractor's control, in connection with the Contractor's
performance of the services pursuant to this Agreement. Contractor shall pay all such
claims and losses and shall pay all costs and judgments,which may arise from any lawsuit
arising from such claims and losses and shall pay all costs and attorney's fees expended by
the City in defense of such claims and losses, including appeals.
The parties agree that one percent (1%) of the total compensation to Contractor for
performance of the Services under this Agreement is the specific consideration from the City
to Contractor for the Contractor's agreement to indemnify and hold the City harmless, as
provided herein. Contractor and the City hereby agree and acknowledge that this indemnity
provision is intended to and shall survive the termination (or earlier expiration) of this
Agreement.
5. Limitation of Liability.
The City desires to enter into this Agreement only if in so doing the City can place a limit on
City's liability for any cause of action for money damages due to an alleged breach by the
City of this Agreement,so that its liability for any such breach never exceeds the sum of the
compensation/fee to be paid to Contractor pursuant to this Agreement, less any amounts
actually paid by the City as of the date of the alleged breach. Contractor hereby expresses
his/her willingness to enter into this Agreement with Contractor's recovery from the City for
any damage action for breach of contract to be limited to a maximum amount equal to the
compensation/fee to be paid to Contractor pursuant to this Agreement, less any amounts
actually paid by the City as of the date of the alleged breach.
Accordingly,and notwithstanding any other term or condition of this Agreement,Contractor
hereby agrees that the City shall not be liable to Contractor for damages in the amount in
excess of the compensation/fee to be paid to Contractor pursuant to this Agreement, less
any amounts actually paid by the City as of the date of the alleged breach,for any action or
claim for breach of contract arising out of the performance or non-performance of any
obligations imposed upon the City by this Agreement.
Nothing contained in this subparagraph or elsewhere in this Agreement is in any way
intended to be a waiver of the limitation placed upon City's liability as set forth in Section
768.28, Florida Statutes.
6. Notices.
All notices and communications in writing required or permitted hereunder may be
delivered personally to the representatives of the Contractor and the City listed below or
may be mailed by U.S. Certified Mail, return receipt requested, postage prepaid, or by a
nationally recognized overnight delivery service.
Until changed by notice in writing,all such notices and communications shall be addressed
as follows:
CONTRACTOR: Alvaro Montes de Oca
6749 NW 192 Ln
Hialeah, FL 33015
305-370-8924
CITY: Maria Ruiz
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City of Miami Beach
Office of Housing and Community Services
1700 Convention Center Drive
Miami Beach, FL 33139
(305)673-7491
Notice shall be deemed given on the date of an acknowledged receipt, and, in all other
cases, on the date of receipt or refusal.
7. Venue.
This Agreement shall be governed by, and construed in accordance with, the laws of the
State of Florida, both substantive and remedial, without regard to principles of conflict of
laws. The exclusive venue for any litigation arising out of this Agreement shall be
Miami-Dade County, Florida, if in state court, and the U.S. District Court,Southern District
of Florida, if in federal court. BY ENTERING INTO THIS AGREEMENT, CITY AND
CONTRACTOR EXPRESSLY WAIVE ANY RIGHTS EITHER PARTY MAY HAVE TO A
TRIAL BY JURY OF ANY CIVIL LITIGATION RELATED TO, OR ARISING OUT OF, THIS
AGREEMENT.
8. Duty of Care/Compliance with Applicable Laws/Conflict of Interest.
With respect to the performance of the Services contemplated herein, Contractor shall
exercise that degree of skill, care, efficiency and diligence normally exercised by
reasonable persons and/or recognized professionals with respect to the performance of
comparable services.
In its performance of the Services, Contractor shall comply with all applicable laws,
ordinances,and regulations of the City, Miami-Dade County,the State of Florida, and the
federal government. Without limiting the foregoing, Contractor herein agrees to adhere to
and be governed by all applicable Miami-Dade County Conflict of Interest Ordinances and
ethics provisions, as set forth in the Miami-Dade County Code, and as may be amended
from time to time;and by the City of Miami Beach Charter and Code,as may be amended
from time to time, both of which are incorporated herein by referenced, as if fully set forth
herein.
Contractor covenants that it presently has no interest and shall not acquire any interest,
direct or indirectly which should conflict in any manner or degree with the performance of •
the Services. Contractor further covenants that in the performance of Services under this
Agreement, no person having any such interest shall knowingly be employed by the
Contractor. Notwithstanding the foregoing, Contractor shall be able to provide similar
services to other third parties as long as they do not conflict with the Services to be
provided hereunder. No member of or delegate to the Congress of the United States shall
be admitted to any share or part of this Agreement or to any benefits arising therefrom.
9. No Discrimination.
In connection with the performance of the Services,the Contractor shall not exclude from
participation in,deny the benefits of,or subject to discrimination anyone on the grounds of
race, color, national origin, sex, age, disability, religion, income or family status.
Additionally, Contractor shall comply with City of Miami Beach Human Rights Ordinance,
codified in Chapter 62 of the City Code,as may be amended from time to time, prohibiting
discrimination in employment, housing,public accommodations,or public services,on the
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basis of actual or perceived race,color, national origin, religion,sex, intersexuality,sexual
orientation, gender identity, familial and marital status, age, ancestry, height, weight,
domestic partner status, labor organization membership, familial situation, political
affiliation, or disability.
10. Florida Public Records Law.
(A) Contractor shall comply with Florida Public Records law under Chapter 119, Florida
Statutes, as may be amended from time to time.
(B) The term "public records"shall have the meaning set forth in Section 119.011(12),
which means all documents, papers, letters, maps, books, tapes, photographs,
films, sound recordings, data processing software, or other material, regardless of
the physical form, characteristics, or means of transmission, made or received
pursuant to law or ordinance or in connection with the transaction of official business
of the City.
(C) Pursuant to Section 119.0701 of the Florida Statutes, if the Contractor meets the
definition of"Contractor"as defined in Section 119.0701(1)(a),the Contractor shall:
(1) Keep and maintain public records required by the City to perform the
service;
(2) Upon request from the City's custodian of public records, provide the City
with a copy of the requested records or allow the records to be inspected or
copied within a reasonable time at a cost that does not exceed the cost
provided in Chapter 119, Florida Statutes or as otherwise provided by law;
(3) Ensure that public records that are exempt or confidential and exempt from
public records disclosure requirements are not disclosed, except as
authorized by law, for the duration of the contract term and following
completion of the Agreement if the Contractor does not transfer the records
to the City;
(4) Upon completion of the Agreement,transfer,at no cost to the City, all public
records in possession of the Contractor or keep and maintain public records
required by the City to perform the service. If the Contractor transfers all
public records to the City upon completion of the Agreement,the Contractor
shall destroy any duplicate public records that are exempt or confidential and
exempt from public records disclosure requirements. If the Contractor keeps
and maintains public records upon completion of the Agreement, the
Contractor shall meet all applicable requirements for retaining public
records.All records stored electronically must be provided to the City, upon
request from the City's custodian of public records, in a format that is
compatible with the information technology systems of the City.
(C) REQUEST FOR RECORDS; NONCOMPLIANCE.
(1) A request to inspect or copy public records relating to the City's contract for
services must be made directly to the City. If the City does not possess the
requested records, the City shall immediately notify the Contractor of the
request,and the Contractor must provide the records to the City or allow the
records to be inspected or copied within a reasonable time.
(2) Contractor's failure to comply with the City's request for records shall
constitute a breach of the Agreement, and the City, at its sole discretion,
may:(1)unilaterally terminate the Agreement;(2)avail itself of the remedies
set forth under the Agreement; and/or (3) avail itself of any available
remedies at law or in equity.
(3) A Contractor who fails to provide the public records to the City within a
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reasonable time may be subject to penalties under s. 119.10.
(D) CIVIL ACTION.
(1) If a civil action is filed against a Contractor to compel production of public
records relating to the City's contract for services,the court shall assess and
award against the Contractor the reasonable costs of enforcement,including
reasonable attorney's fees, if:
(a) The court determines that the Contractor unlawfully refused to comply
with the public records request within a reasonable time; and
(b) At least eight (8) business days before filing the action, the plaintiff
provided written notice of the public records request, including a
statement that the Contractor has not complied with the request,to the
City and to the Contractor.
(2) A notice complies with subparagraph(1)(b)if it is sent to the City's custodian
of public records and to the Contractor at the Contractor's address listed on
its contract with the City or to the Contractor's registered agent.Such notices
must be sent by common carrier delivery service or by registered, Global
Express Guaranteed, or certified mail,with postage or shipping paid by the
sender and with evidence of delivery,which may be in an electronic format.
(3) A Contractor who complies with a public records request within eight (8)
business days after the notice is sent is not liable for the reasonable costs of
enforcement.
(E) IF THE CONTRACTOR HAS QUESTIONS REGARDING THE
APPLICATION OF CHAPTER 119, FLORIDA STATUTES, TO
THE CONTRACTOR'S DUTY TO PROVIDE PUBLIC RECORDS
RELATING TO THIS AGREEMENT, CONTACT THE
CUSTODIAN OF PUBLIC RECORDS AT:
CITY OF MIAMI BEACH
ATTENTION: CITY CLERK
1700 CONVENTION CENTER DRIVE
MIAMI BEACH, FLORIDA 33139
E-MAIL: RAFAELGRANADOaMIAMIBEACHFL.GOV
PHONE: 305-673-7411
11. Ownership of Documents/Patents and Copyrights.
Any and all documents prepared by Contractor pursuant to this Agreement are related
exclusively to the Services described herein shall be deemed to be a"work made for hire"
and are intended or represented for ownership by the City. Any re-use distribution, or
dissemination of same by Contractor,other than to the City,shall first be approved in writing
by the City Manager, which approval, if granted at all, shall be at the City Manager's sole
and absolute discretion.
Any patentable and/or copyrightable result arising out of this Agreement, as well as all
information,specifications, processes,data and findings,are hereby assigned to the City,
in perpetuity, for public use.
No reports, other documents, articles or devices produced in whole or in part under this
Agreement shall be the subject of any application for patent or copyright by or on behalf of
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the Contractor (or its employees or sub-contractors, (if any) without the prior written
consent of the City Manager,which consent, if given at all, shall be at the Manager's sole
and absolute discretion.
12. Liability for Rent, Supplies, Equipment, Etc.
Contractor shall provide all funds necessary to pay all debts, disbursements, and
expenses incurred in connection with its performance of the Services hereunder and shall
not be entitled to any reimbursement from the City unless otherwise agreed to by the City.
It will also provide all supplies and equipment necessary to provide such Services. If
Contractor uses any of the City's facilities,supplies, or equipment to furnish the Services
hereunder, Contractor shall pay the City(or such amount shall be deducted from the Fee
set forth in Section 2)an amount as mutually agreed by the parties.
13. Liability for Sub-contractors.
Contractor shall be liable for its Services, responsibilities and liabilities under this
Agreement and the costs,services, responsibilities and liabilities of any sub-contractors(if
any), and any other person or entity acting under the direction or control of Contractor(if
any). In this regard, Contractor must furnish the City with all information relating to the
sub-contractors which is requested by the City.When the term"Contractor"is used in this
Agreement, it shall be deemed to include any sub-contractors (if any) and/or any other
person or entity acting under the direction or control of Contractor (if any). All sub-
contractors (if any) must be disclosed in writing to the City prior to their engagement by
Contractor.
14. Independent Contractor/No Joint Venture.
THIS AGREEMENT SHALL NOT CONSTITUTE OR MAKE THE PARTIES A
PARTNERSHIP OR JOINT VENTURE. FOR THE PURPOSES OF THIS AGREEMENT,
THE CONTRACTOR SHALL BE DEEMED TO BE AN INDEPENDENT CONTRACTOR,
AND NOT AN AGENT OR EMPLOYEE OF THE CITY, AND SHALL NOT ATTAIN ANY
RIGHTS OR BENEFITS UNDER THE CIVIL SERVICE OR PENSION ORDINANCE OF
THE CITY,OR ANY RIGHT GENERALLY AFFORDED CLASSIFIED OR UNCLASSIFIED
EMPLOYEES INCLUDING ANNUAL AND SICK DAY ACCRUAL. FURTHER, THE
CONTRACTOR SHALL NOT BE DEEMED ENTITLED TO FLORIDA WORKER'S
COMPENSATION BENEFITS AS AN EMPLOYEE OF THE CITY OR ACCUMULATION
OF SICK OR ANNUAL LEAVE.
The Contractor shall be the sole party responsible for any and all employment taxes,
unemployment compensation taxes or insurance, social security taxes, or other taxes,
insurance payments,or otherwise whether levied by any country or any political subdivision
thereof. The Contractor shall not, in any way, be considered to be, or be deemed to be, an
employee of the City through the Services performed in this Agreement(e.g., including,but
not limited to, for purposes of the Federal Insurance Contribution Act, the Social Security
Act,the Federal Unemployment Tax Act,the provisions of the Internal Revenue Code,any
state revenue and taxation code relating to income tax withholding at the source of income,
the Workers' Compensation Insurance Code and other benefit payments and third party
liability claims),and the Contractor shall indemnify and hold the City harmless from all costs,
loss,damages or expenses(including but not limited to taxes,accounting fees, court costs,
and attorney's fees at all levels of litigation)in the event of any determination to the contrary
by any court of competent jurisdiction or governmental authority. The Contractor recognizes
and understands that it will receive an Internal Revenue Service Form 1099 statement and
related tax statements and will be required to file corporate and/or individual tax returns and
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to pay taxes in accordance with all provisions of applicable Federal and state law. The
Contractor hereby promises and agrees to indemnify the City for any damages or expenses,
including attorney's fees, and legal expenses, incurred by the City as a result of the
Contractor's failure to make such required payments.
Except as otherwise expressly provided in the Agreement, the Contractor shall in no way
hold itself out as an employee,dependent agent,or other servant of the City, its employees
or other agents, or as other than a free agent with respect to the City.The Contractor is not
granted, shall not have,and acknowledges the absence of any right or authority to assume
or create any obligations or responsibility,express or implied,on behalf of or in the name of
the City or to bind the latter in any matter or thing whatsoever.
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15. Purchase Order Requirement.
This Agreement shall not be effective until executed by the parties hereto and until the City
has issued a Purchase Order for this Agreement
16. Force Majeure.
(A) A "Force Majeure" event is an event that (i) in fact causes a delay in the
performance of the Contractor or the City's obligations under the Agreement,and(ii)
is beyond the reasonable control of such party unable to perform the obligation,and
(iii)is not due to an intentional act, error,omission,or negligence of such party,and
(iv)could not have reasonably been foreseen and prepared for by such party at any
time prior to the occurrence of the event. Subject to the foregoing criteria, Force
Majeure may include events such as war, civil insurrection, riot, fires, epidemics,
pandemics, terrorism, sabotage, explosions, embargo restrictions, quarantine
restrictions, transportation accidents, strikes, strong hurricanes or tornadoes,
earthquakes,or other acts of God which prevent performance. Force Majeure shall
not include technological impossibility, inclement weather,or failure to secure any of
the required permits pursuant to the Agreement.
(B) If the City or Contractor's performance of its contractual obligations is prevented or
delayed by an event believed by to be Force Majeure,such party shall immediately
upon learning of the occurrence of the event or of the commencement of any such
delay, but in no case within fifteen(15)business days thereof,provide notice of(i)of
the occurrence of event of Force Majeure, (ii) of the nature of the event and the
cause thereof,(iii)of the anticipated impact on the Agreement,(iv)of the anticipated
period of the delay,and(v)of what course of action such party plans to take in order
to mitigate the detrimental effects of the event. The timely delivery of the notice of
the occurrence of a Force Majeure event is a condition precedent to allowance of
any relief pursuant to this section; however, receipt of such notice shall not
constitute acceptance that the event claimed to be a Force Majeure event is in fact
Force Majeure,and the burden of proof of the occurrence of a Force Majeure event
shall be on the requesting party.
(C) 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. The suspension of any of the
obligations under this Agreement due to a Force Majeure event shall be of no
greater scope and no longer duration than is required. The party shall use its
reasonable best efforts to continue to perform its obligations hereunder to the extent
such obligations are not affected or are only partially affected by the Force Majeure
event, and to correct or cure the event or condition excusing performance and
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otherwise to remedy its inability to perform to the extent its inability to perform is the
direct result of the Force Majeure event with all reasonable dispatch.
(D) Obligations pursuant to the Agreement that arose before the occurrence of a Force
Majeure event causing the suspension of performance shall not be excused as a
result of such occurrence unless such occurrence makes such performance not
reasonably possible. The obligation to pay money in a timely manner for obligations
and liabilities which matured prior to the occurrence of a Force Majeure event shall
not be subject to the Force Majeure provisions.
(E) Notwithstanding any other provision to the contrary herein, in the event of a Force
Majeure occurrence, the City may, at the sole discretion of the City Manager,
suspend the City's payment obligations under the Agreement, and may take such
action without regard to the notice requirements herein. Additionally, in the event
that an event of Force Majeure delays a party's performance under the Agreement
for a time period greater than thirty(30)days, the City may, at the sole discretion of
the City Manager,terminate the Agreement on a given date, by giving written notice
to Contractor of such termination. If the Agreement is terminated pursuant to this
Section, Contractor shall be paid for any Services satisfactorily performed up to the
date of termination; following which the City shall be discharged from any and all
liabilities, duties, and terms arising out of, or by virtue of, this Agreement. In no
event will any condition of Force Majeure extend this Agreement beyond its stated
Term.
17. Assignment.
Contractor shall not assign all or any portion of this Agreement without the prior written
consent of the City Manager,and it is agreed that said consent must be sought in writing by
Contractor not less than sixty (60)days prior to the date of any proposed assignment.
18. Audit and Inspection Records.
Contractor shall permit the authorized representatives of the City to inspect and audit all
data and records of the Contractor, if any, relating to performance under this Agreement
until the expiration of three years after final payment under this Agreement.
Contractor further agrees to include in all his/her subcontracts hereundera provision to the
effect that the sub-contractor agrees that the City or any of their duly authorized
representatives shall, until the expiration of three years after final payment to the sub-
contractor, have access to and the right to examine any directly pertinent books,
documents, papers and records of such sub-contractor, involving transactions related to the
sub-contractor.
19. Inspector General Audit Rights.
(A) Pursuant to Section 2-256 of the Code of the City of Miami Beach, the City has
established the Office of the Inspector General which may, on a random basis,
perform reviews, audits, inspections and investigations on all City contracts,
throughout the duration of said contracts. This random audit is separate and distinct
from any other audit performed by or on behalf of the City.
(B) The Office of the Inspector General is authorized to investigate City affairs and
empowered to review past,present and proposed City programs,accounts, records,
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contracts and transactions. In addition, the Inspector General has the power to
subpoena witnesses, administer oaths, require the production of witnesses and
monitor City projects and programs.Monitoring of an existing City projector program
may include a report concerning whether the project is on time,within budget and in
conformance with the contract documents and applicable law. The Inspector
General shall have the power to audit, investigate, monitor, oversee, inspect and
review operations, activities, performance and procurement process including but
not limited to project design,bid specifications,(bid/proposal)submittals,activities of
the Contractor, its officers, agents and employees, lobbyists, City staff and elected
officials to ensure compliance with the contract documents and to detect fraud and
corruption. Pursuant to Section 2-378 of the City Code, the City is allocating a
percentage of its overall annual contract expenditures to fund the activities and
operations of the Office of Inspector General.
(C) Upon ten (10) days written notice to the Contractor, the Contractor shall make all
requested records and documents available to the Inspector General for inspection
and copying. The Inspector General is empowered to retain the services of
independent private sector auditors to audit, investigate, monitor, oversee, inspect
and review operations activities, performance and procurement process including
but not limited to project design, bid specifications, (bid/proposal) submittals,
activities of the Contractor, its officers, agents and employees, lobbyists, City staff
and elected officials to ensure compliance with the contract documents and to detect
fraud and corruption.
(D) The Inspector General shall have the right to inspect and copy all documents and
records in the Contractor's possession, custody or control which in the Inspector
General's sole judgment, pertain to performance of the contract, including, but not
limited to original estimate files, change order estimate files,worksheets, proposals
and agreements from and with successful subcontractors and suppliers,all project-
related correspondence,memoranda,instructions,financial documents,construction
documents, (bid/proposal) and contract documents, back-change documents, all
documents and records which involve cash, trade or volume discounts, insurance
proceeds, rebates, or dividends received, payroll and personnel records and
supporting documentation for the aforesaid documents and records.
(E) The Contractor shall make available at its office at all reasonable times the records,
materials, and other evidence regarding the acquisition (bid preparation) and
performance of this Agreement, for examination, audit, or reproduction, until three
(3)years after final payment under this Agreement or for any longer period required
by statute or by other clauses of this Agreement. In addition:
If this Agreement is completely or partially terminated, the Contractor shall
make available records relating to the work terminated until three(3)years
after any resulting final termination settlement; and
ii. The Contractor shall make available records relating to appeals or to
litigation or the settlement of claims arising under or relating to this
Agreement until such appeals, litigation, or claims are finally resolved.
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(F) The provisions in this section shall apply to the Contractor, its officers, agents,
employees, subcontractors and suppliers. The Contractor shall incorporate the
provisions in this section in all subcontracts and all other agreements executed by
the Contractor in connection with the performance of this Agreement.
(G) Nothing in this section shall impair any independent right to the City to conduct
audits or investigative activities.The provisions of this section are neither intended
nor shall they be construed to impose any liability on the City by the Contractor or
third parties.
20. Waiver of Breach.
A party's failure to enforce any provision of this Agreement shall not be deemed a waiver of
such provision or modification of this Agreement. A party's waiver of any breach of a
provision of this Agreement shall not be deemed a waiver of any subsequent breach and
shall not be construed to be a modification of the terms of this Agreement.
21. Severance.
In the event this Agreement or a portion of this Agreement is found by a court of competent
jurisdiction to be invalid, the remaining provisions shall continue to be effective unless City
elects to terminate this Agreement.
22. Joint Preparation.
The parties hereto acknowledge that they have sought and received whatever competent
advice and counsel as was necessary for them to form a full and complete understanding of
all rights and obligations herein and that the preparation of this Agreement has been a joint
effort of the parties, the language has been agreed to by parties to express their mutual
intent and the resulting document shall not, solely as a matter of judicial construction, be
construed more severely against one of the parties than the other.
23. Mutual Cooperation.
Contractor recognizes that the performance of this Agreement is essential to the provision of
vital public services and the accomplishment of the stated goals and mission of the City.
Therefore, the Contractor shall be responsible to maintain a cooperative and good faith
attitude in all relations with the City and shall actively foster a public image of mutual benefit
to both parties. The Contractor shall not make any statements or take any actions
detrimental to this effort.
24. Entire Agreement.
This writing and any exhibits and/or attachments incorporated(and/or otherwise referenced
for incorporation herein) embody the entire agreement and understanding between the
parties hereto,and there are no other agreements and understandings,oral or written,with
reference to the subject matter hereof that are not merged herein and superseded hereby.
THE REMAINDER OF THIS PAGE IS INTENTIONALLY LEFT BLANK.
Page 11 of 20
DocuSign Envelope ID:8ACOE 1 OF-55CE-4156-8386-A2AB48A7CAB8
IN WITNESS WHEREOF,the parties hereto have caused these presents to be executed by
the respective officials thereunto duly authorized, this date and year first above written.
FOR CITY: CITY OF MIAMI BEACH, FLORIDA
ATTEST:
By: CDocuSigned by: DocuSigned by:
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Date: 1/8/2021 15:31 PM EST
FOR CONTRACTOR: ALVARO MONTES DE OCA
WITNESS:
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By:
Signature
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Print Name Print Name
Date: 2/.2 3/2 0
Approved: AP'' • D.AS TO
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DocuSigned by:
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Page 12 of 20
DocuSign Envelope ID:8ACOE1 OF-55CE-4156-8386-A2AB48A7CAB8
Exhibit A
Description of Services
Contractor staff must advise the City of any challenges to service delivery, including but not
limited to language barriers,capacity issues,client concerns,staff concerns,and scheduling
challenges, immediately.
The Contractor agrees to provide the following services to youth enrolled in the City of
Miami Beach All Stars Program ("Program"):
Service Units Documentation of Service
of
Service
School year and 82 Completion and execution of the following documents:
Summer Attendance form signed by all participants and
STEM ! teachers.
Curriculum • Student Attitude Toward STEM Scales:pre and post
sessions test.
• Additional measuring tools may be administered
throughout the year to assess skills learned by participants.
Provision of the following:
• In collaboration with Program staff, develops and
delivers STEAM curriculum.
• Employs culturally competent and youth-centric
programming; utilizing various STEAM concepts and
tailoring sessions to engage a diverse range of youth.
• Coordinates any materials, supplies and equipment
needed with Program staff at least two weeks in advance of
each session.
• Collaborates and provides support in other Program
components(Entrepreneurship, Art Education, Academic
Support, Life Skills, Sports, and Community Service)when
applicable.
• Serves as a Program liaison to school administrators,
staff, teachers, parents and students.
• Identifies and assists Program staff in the recruitment of
after school STEAM participants, specifically targeting
minority students in STEAM.
• Research and enroll youth in annual competitions.
• A Copy of Teacher's Certification.
• Attendance sheet: Teachers are required to sign in and
j out for each training session_ ' _Y
Related Definitions:
STEAM (Science, Technology, Engineering, Arts, and Mathematics) curriculum
sessions — The STEAM afterschool and summer programs will consist of STEAM
curriculum that selects the best tools using best practices in teaching STEAM topics such
as, but not limited to, scientific methods and experimental design, hands-on projects,
engineering concepts,robotics, coding,graphic design,etc.,that will enable the participants
to progress towards a better understanding and fluency of scientific concepts and methods
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DocuSign Envelope ID:8ACOEI OF-55CE-4156-8386-A2AB48A7CAB8
and foster a natural curiosity for the natural world by asking relevant questions and seeking
their solutions using STEAM tools and methods.
Student Attitude Toward STEM— Student Attitude Toward STEM is an instrument to
measure the current level of attitude that students' exhibit toward STEM education. A Pre-
test is administered to each participant within 30 days of enrollment and a Post-test is
administered after meeting required days OR 90 days enrollment.
Should the Contractor encounter challenges in meeting the below stated service
deliverables within the required timeframes, the Contractor may request an
extension. The approval below and duration of all extensions are at the sole
discretion of the City. If the Contractor is unable to satisfy deliverables within the
required timeframes, the City reserves the right to conduct said services or assign
said services to an alternate vendor at its sole discretion.
Services must be provided in accordance with the timeline below and in response to
client needs.If the Contractor is found to be providing services primarily during the
second half of any calendar month, the City reserves the right to request
documentation to explain the delay in service provision.
Service Deliverables
School Year services must be delivered as follows:
November 30, 2020—June 4, 2021
Service _ After school STEAM session_s_
Frequency__ 1-2 sessions per week
Intensity 1-2 hours per session*
Duration 26 weeks
# of Sessions offered 52 sessions
Schedule _ Mondays and Wednesday
Time 4:00—6:00 PM
Nautilus Middle School, Scott Rakow Youth Center and/or
Location field trips at various locations in South Florida on Teacher
Planning Days
Summer services must be delivered as follows:
June 14, 2021 —August 20, 2021
ServiceSummer STEAM curriculum sessions
Frequency 3 sessions per week
Intensity 3 hours RT.session*_
Duration 9 weeks
# of Sessions offered 30 sessions
Schedule Monday—Wednesday
Time 10:00 am—2:00 pm (includes a break for lunch)
Location Miami Beach Regional Library and/or field trips at various
locations on certain d ys
*In addition to service delivery hours, additional hours and weeks are dedicated to
program planning, training, and support.
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Schedules are subject to change based on changes to the Miami-Dade County Public
Schools academic year calendar and the All Stars Program calendar. Should any schedule
changes occur, Contractor will be notified.Program staff will make every effort to reschedule
any cancelled STEAM sessions during the Agreement Term.
In addition, locations are subject to change due to the COVID-19 pandemic. Service sites
may change,or services may be conducted virtually depending on national,state, local and
City guidelines at the time. Contractor will be notified in advance of any changes.
Service Documentation
Services will be deemed as provided when the following documentation is submitted within
the noted timeframes:
Document I Timin• Submission Deadline
Attendance Forms Each session (signed by all in I Two (2) business days
attendances from provision of service.
Student Attitude • Pre-test is administered to each Two (2)business days
Toward STEM- I participant within 30 days of enrollment. from provision of service.
Pre and Post test • Post-test is administered after
meeting required days OR 90 days
enrollment.
Communication Requirements & Expectations
Contractor's staff members must confirm receipt of all forms of communication, including
emails, phone calls, and text messages, no later than 48 hours from time of submission.
If a staff member is unable to respond within the required timeframe, that staff member
must assign a surrogate point of contact that will be able to fulfill the communication
requirements in the staff member's stead.
Penalties for Failure to Perform
If the Contractor fails,on two occasions,to submit required,accurate documentation in the
timeframe allotted, including the absence of notification email,the Contractor will forfeit two
(2%)percent of the combined billed total for the months in which inaccuracies took place.
Documents submitted within the required timeframe and found to be insufficient are subject
to penalties for failure to perform.
If the Contractor fails,on three occasions,to submit required,accurate documentation in the
timeframe allotted within the Agreement Term,the Contractor is subject to the termination of
any further service referrals, but Contractor will be allowed to complete the service units
allotted to existing clients. The decision to cease additional referrals to contractor rests in
the sole discretion of the City.
"Required, accurate documentation" may refer to:
• The City's Reimbursement Report, reflecting in-kind hours, contributions, and/or
leverage, if applicable
• Service documentation or daily activity logs and monthly calendars of the provision
of Services pursuant to this Agreement
• Authorized time sheets, records, and attendance sheets to document the staff time
billed to provide Services pursuant to this Agreement
• Notification Emails
• Any document required by this Agreement.
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*The above documentation to be submitted together on a monthly basis.
If any individual employed by or independently contracted with the Contractor fails,on more
than one occasion, to attend a scheduled client meeting without notifying the City of an
impending absence, the City reserves the right to remove that individual from the
Contractor's staff roster for the purposes of this Agreement.
If the Contractor is unable to fulfill the contracted service level within the allocated timeframe
for each service component,the City reserves the right to reduce service levels accordingly
across the funded service spectrum and terminate this Agreement at its discretion.
If the Contractor is unable to fulfill the contracted service level and the City subsequently
reduces service and funding levels, the City reserves the right to select another vendor to
fulfill the remaining service units. The City will select the alternate vendor at its sole
discretion.
Employee/Contractor File Review
The following documentation must be included in the employee/contractor file for all
employees/contractors providing services under this Agreement.
The following documentation must be submitted with this executed agreement:
• Resume demonstrating relevant experience
• Evidence of credentials, e.g. diploma, degree, training certificates, and licenses,
as required by position
• Acknowledgement of agency policies & procedures
• 1-9 Verification on file
• National FBI Background Criminal Screening (Level 2)
• Attachment E-1: "Affidavit for Level 2 Background Screenings" (found at the end
of Exhibit"C")
• Exhibit"C" Attachment E-2: Affidavit of Good Moral Character
• Exhibit"C" Attachment E-3: Child Abuse & Neglect Reporting Requirements
• Exhibit"C"Attachment E-4: Background Screening & Personnel File
Requirements
• Confidentiality Agreement Re: Client Information
• Documentation of required/recommended Children's Trust or City-provided trainings.
• W-9 Form.
Monitoring visits may take place within thirty(30)days of the commencement of services.
The City will notify the Contractor a minimum of two (2) business days' notice prior to a
monitoring visit.
The City reserves the right to inspect employee/contractor files with due notice (at least
forty-eight(48) hours in advance of planned site visit)to ensure adherence to contractual
expectations as well as to ensure pre-screening prior to a monitoring visit by The Children's
Trust.
Evaluation
In the continuing effort to ensure programmatic excellence,the City will provide participants
with evaluation forms at the end of the programming component to gauge their satisfaction
with services provided.
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The City may conduct intermittent performance evaluations for the purpose of monitoring the
Contractor's performance and will conduct said evaluations utilizing a tool of its choice and
at its sole discretion.
Reporting Requirements
Contractor will provide the City with a reimbursement request utilizing the City's
Reimbursement Report Form (Exhibit"B")and service documentation due by 5:00 PM on
the fifth (5th)of every month following the month contracted services are completed. If in-
kind hours are being submitted, they must be reflected in the Reimbursement Report and
back-up documentation stating the same must be included. In the event that the fifth of the
month lands on a Saturday, Sunday or holiday, the report must be submitted the following
business day.The City's Reimbursement Report/Contractor Invoice and Service Report are
due on the following dates:
• Monday December 7, 2020
• Tuesday January 5, 2021
• Friday February 5, 2021
• Friday March 5, 2021
• Monday April 5, 2021
• Wednesday May 5, 2021
• Monday June 7, 2021.
• Tuesday July 6, 2021
• Thursday August 5, 2021.
Report and reimbursement request will be submitted via any of the following methods:
• Electronic mail
• Hand delivery.
Request will not be considered acceptable unless the following is met:
• Forms are completed accurately and submitted all together
• All necessary documentation has been submitted as delineated in the Service
documentation
• Forms bear the signature and initials of the authorized agency representative
submitting the report on behalf of Contractor where indicated.
Monitoring & Performance Reviews
The City and/or The Children's Trust reserves the right to inspect, monitor and/or audit the
Contractor to ensure contractual compliance. This includes, but is not limited to:
• Review of on-site service delivery and completion of monitoring documents,such as
The Children's Trust On-Site Subcontractor Monitoring Tool
• Inspection and review of client and employee files (for those employees providing
services under this Agreement)
• Review or audit of records to ensure compliance with applicable accounting,financial
and programmatic standards
• Exchange information about Agreement, Program, and/or fiscal issues.
Monitoring will take place within forty-five(45)days of the commencement of services during
the school year and within ten (10) days of the commencement of services during the
summer.The City will notify the Contractor a minimum of 7-10 business days'notice prior to
an on-site monitoring visit.
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Promotion & Public Relations
The Contractor is encouraged to promote the City of Miami Beach All Stars Program by:
• Displaying and/or distributing marketing materials(brochures,flyers,etc.)provided
by the Program staff
• Creating a web link between the Contractor's website and the Program webpage
administered by the City
• Promoting the Program on Contractor's social media websites
• Creating multimedia content regarding participants and programming for promotion
provided that written Authorization for PhotographyNideo is on file with the City
• Indicating membership in the City of Miami Beach All Stars Program in all self-
produced marketing materials that are produced for the benefit of youth and
families.
Training Requirements
Contractor agrees to attend City and Children's Trust required and recommended trainings.
In the event that any Contractor staff member does not satisfy training requirements or does
not attend one or more of the City or Trust provided trainings,the City,at its sole discretion,
reserves the right to remove the staff member from the Contractor's roster for the purposes
of this Agreement.
The City will advise the Contractor should any additional training requirements arise
throughout the year.
COVID-19
Special considerations are made for the COVID-19 pandemic. A training on current
COVID-19 policy and procedures must be completed along with a form certifying
compliance with the respective procedures. In addition, all staff must be tested and
submit their results to their supervisor bi-weekly.
All Stars Meeting Attendance
The Contractor is required to have representation at mandatory Miami Beach All Stars
partner meetings. Meetings may be held in-person or by means of telephone/online
conference. If the Contractor fails to have representation at required meetings, the City
reserves the right to reduce contracted service levels at its sole discretion.
STEM Facilitators
Contractor agrees to adhere to screening for minimum requirements appropriate to
positions related to this Agreement and in accordance with Contractor's policies and
procedures.
Contractor is required to wear identification while conducting services. Contractor agrees
to adhere to Program's behavior management guidelines.
THE REMAINDER OF THIS PAGE IS INTENTIONALLY LEFT BLANK.
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EXHIBIT "B"
INVOICING
The Contractor agrees to provide the invoicing and services documentation along with
utilizing The City's following form attached herein:
• Monthly Reimbursement Report
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EXHIBIT "C"
ATTACHMENTS
The following reference documents are attached:
• The 2020-2021 Children's Trust Youth Enrichment Contract No. 2116-1090
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