Choices Et Al Inc., Agreement PROFESIONAL SERVICES AGREEMENT
BETWEEN THE CITY OF MIAMI BEACH, FLORIDA
AND CHOICES ET AL, INC.
FOR CHILD AND FAMILY SERVICES
RELATED TO THE CITY'S SERVICE PARTNERSHIP INITIATIVE
This AGREEMENT made and entered into this 1st day of August, 2013 (effective
date: 90 day of 70fucl-rk 2014), by and between the CITY OF MIAMI
BEACH, FLORIDA (hereinafter referred to as City), having its principal offices at 1700
Convention Center Drive, Miami Beach, Florida, 33139, and CHOICES, ET, AL, INC., a
Florida Corporation, (hereinafter referred to as Contractor), whose principal address is
P.O. Box 645409 Miami, Florida 33269.
SECTION 1
1.1 DEFINITIONS
Agreement: This Agreement between the City and Contractor, and any
exhibits and/or attachments hereto.
City Manager: The Chief Administrative Officer of the City.
Contractor: For the purposes of this Agreement, Contractor shall be
deemed to be an independent contractor, and not an agent
or employee of the City.
Services: All services, work and actions by the Contractor performed
pursuant to or undertaken under this Agreement, as
described in Section 2 and Exhibit "A" hereto.
Fee (Compensation): Amount paid to the Contractor to cover the costs of the
Services.
Risk Manager: The Risk Manager of the City, with offices at 1700
Convention Center Drive, Third Floor, Miami Beach, Florida
33139, telephone number (305) 673-7000, Ext. 6435, and
fax number (305) 673-7023.
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SECTION 2
SCOPE OF WORK (SERVICES)
The Contractor will provide Engagement & Care Coordination Training training for up
to twenty (20) staff members of Miami Beach Service Partnership member agencies
in accordance with The Children's Trust Miami Beach Service Partnership Grant,
dated August 1, 2013. The scope of work to be performed by Contractor is further
detailed in Exhibit "A," entitled "Scope of Services." The Contractor shall report to the
City of Miami Beach, Neighborhood Services Department, Office of Community
Services, Division Director.
SECTION 3
COMPENSATION
3.1 FIXED FEE
Contractor shall be compensated for the Services, as set forth in Section 2
and Exhibit "A", at One Hundred Dollars ($100) per hour, for up to two hundred (200)
hours.
Contractor's compensation shall be further subject to and conditioned upon all
or any portion of the Services to be provided herein being allowable and within the
Scope of Services delineated in Exhibit "A".
Notwithstanding the preceding, Contractor's total compensation during the
term of this Agreement shall not exceed the maximum allowable sum of Twenty
Thousand dollars ($20,000).
3.2 INVOICING
Contractor shall submit monthly invoices as set forth in Exhibit "B'' which include an
itemized, detailed description of the Services, or portions thereof, provided and
cost(s) for same. Invoices and supporting documentation shall be submitted to Maria
L. Ruiz, Division Director, Office of Community Services, 1700 Convention Center
Drive, Miami Beach, Florida, 33139.
3.3 METHOD OF PAYMENT
Payments shall be made within thirty (30) days of the date of invoice, in a
manner satisfactory to and as approved and received by the City Manager and/or his
designee, who shall be the Division Director, Office of Community Services.
SECTION 4
City of Miami Beach-Choices, et al, Inc.
Miami Beach Service Partnership Training
GENERAL PROVISIONS
4.1 RESPONSIBILITY OF THE CONTRACTOR
With respect to the performance of the Services, the Contractor shall exercise
that degree of skill, care, efficiency and diligence normally exercised by recognized
professionals with respect to the performance of comparable services. In its
performance of the Services, the Contractor shall comply with all applicable laws,
ordinances, and regulations of the City, Miami-Dade County, the State of Florida, and
the federal government, as applicable.
4.2 PUBLIC ENTITY CRIMES
A State of Florida Form PUR 7068, Sworn Statement under Section
287.133(3)(a) Florida Statute on Public Entity Crimes shall be filed with the City's
Procurement Division, prior to commencement of the Services herein.
4.3 DURATION AND EXTENT OF AGREEMENT (TERM)
The term of this Agreement shall commence upon execution of this Agreement
b all parties hereto and shall terminate on Jul 31 2014.
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4.4 TIME OF COMPLETION
The Services to be rendered by the Contractor shall be commenced upon
receipt of a written Notice to Proceed from the City subsequent to execution of the
Agreement by the parties, and shall be completed no later than July 31, 2014.
4.5 INDEMNIFICATION
Contractor agrees to indemnify 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, attorneys' fees, for
personal, economic or 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,
errors, omissions or other wrongful conduct of the Contractor, its employees, agents,
sub-consultants, or any other person .or entity acting under Consultant's control, in
connection with the Contractor's performance of the Services pursuant to this
Agreement; and to that extent, the Contractor shall pay all such claims and losses
and shall pay all such costs and judgments which may issue from any lawsuit arising
from such claims and losses, and shall pay all costs and attorneys' fees expended by
the City in the defense of such claims and losses, including appeals.
The Contractor's obligation under this Subsection shall not include the obligation to
indemnify the City of Miami Beach and its officers, employees and agents, from and
against any actions or claims which arise or are alleged to have arisen from negligent
City of Miami Beach-Choices, et al, Inc.
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acts or omissions or other wrongful conduct of the City and its officers, employees
and agents. The parties each agree to give the other party prompt notice of any
claim coming to its knowledge that in any way directly or indirectly affects the other
party.
4.6 TERMINATION, SUSPENSION AND SANCTIONS
4.6.1 Termination for Cause
If the Contractor shall fail to fulfill in a timely manner, or otherwise
violate any of the covenants, agreements, or stipulations material to this
Agreement, the City shall thereupon have the right to terminate the
Services then remaining to be performed. Prior to exercising its option
to terminate for cause, the City shall notify the Contractor of its violation
of the particular terms of this Agreement and shall grant Contractor
seven (7) days to cure such default. If such default remains uncured
after seven (7) days, the City, upon three (3) days' notice to Contractor,
may terminate this Agreement and the City shall be fully discharged
from any and all liabilities, duties and terms arising out of/or by virtue of
this Agreement.
Notwithstanding the above, the Contractor shall not be relieved of
liability to the City for damages sustained by the City by any breach of
the Agreement by the Contractor. The City, at its sole option and
discretion, shall additionally be entitled to bring any and all
legal/equitable actions that it deems to be in its best interest in order to
enforce the City's right and remedies against the defaulting party. The
City shall be entitled to recover all costs of such actions, including
reasonable attorneys' fees. To the extent allowed by law, the defaulting
party waives its right to jury trial and its right to bring permissive counter
claims against the City in any such action.
4.6.2 Termination for Convenience of City
NOTWITHSTANDING SECTION 4.6.1, THE CITY MAY ALSO, FOR
ITS CONVENIENCE AND WITHOUT CAUSE, TERMINATE THIS
AGREEMENT AT ANY TIME DURING THE TERM HEREOF BY
GIVING WRITTEN NOTICE TO CONSULTANT OF SUCH
TERMINATION, WHICH SHALL BECOME EFFECTIVE SEVEN (7)
DAYS FOLLOWING RECEIPT BY THE CONSULTANT OF THE
WRITTEN TERMINATION NOTICE. IN THAT EVENT, ANY
FINISHED OR UNFINISHED , DOCUMENTS AND OTHER
MATERIALS PREPARED AND OR OTHERWISE COMPILED BY
CONSULTANT PURSUANT TO ITS PROVISION OF THE SERVICES
CONTEMPLATED IN SECTION 2 AND IN EXHIBIT "A", SHALL BE
PROMPTLY ASSEMBLED AND DELIVERED TO THE CITY, AT
CONSULTANT'S SOLE COST AND EXPENSE. IF THE
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AGREEMENT IS TERMINATED BY THE CITY AS PROVIDED IN
THIS SUBSECTION, CONSULTANT SHALL BE PAID FOR ANY
SERVICES SATISFACTORILY PERFORMED, AS DETERMINED BY
THE CITY AT ITS SOLE DISCERTION, UP TO THE DATE OF
TERMINATION; PROVIDED, HOWEVER, THAT AS A CONDITION
PRECEDENT TO SUCH PAYMENT, CONSULTANT SHALL HAVE
DELIVERED ANY AND ALL DOCUMENTS, MATERIALS, ETC, TO
CITY, AS REQUIRED HEREIN.
4.6.3 Termination for Insolvency
The City also reserves the right to terminate the remaining Services to
be performed in the event the Contractor is placed either in voluntary
or involuntary bankruptcy or makes an assignment for the benefit of
creditors. In such event, the right and obligations for the parties shall
be the same as provided for in Section 4.6.2.
4.6.4 Sanctions for Noncompliance with Nondiscrimination Provisions
In the event of the Contractor's noncompliance with the
nondiscrimination provisions of this Agreement, as applicable, the City
shall impose such sanctions as the City or the State of Florida may
determine to be appropriate, including but not limited to, withholding of
payments to the Contractor under the Agreement until the Contractor
complies and/or cancellation, termination or suspension of the
Services and/or the Agreement. In the event the City cancels or
terminates the Services and/or the Agreement pursuant to this
Subsection the rights and obligations of the parties shall be the same
as provided in Section 4.6.2.
4.7 CHANGES AND ADDITIONS
Any changes and additions to the terms of this Agreement shall be by a written
amendment, signed by the duly authorized representatives of the City and Contractor.
No alteration, change, or modification of'the terms of this Agreement shall be valid
unless amended in writing, signed by the parties hereto, and approved by the City.
4.8 OWNERSHIP OF DOCUMENTS
Any changes and additions to the terms of this Agreement shall be by a
written amendment, signed by the duly authorized representatives of the City and
Contractor. No alteration, change, or modification of the terms of this Agreement
shall be valid unless amended in writing, signed by the parties hereto, and
approved by the City.
4.9 AUDIT AND INSPECTIONS
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Upon 24-hour's written notice, the City Manager (on behalf of the City) and/or
such authorized representatives as the City Manager may deem to act on the City's
behalf, may, during Contractor's normal business hours, audit, examine and make
audits of all contracts, invoices, materials, payrolls, records of personnel, conditions
of employment, and any and all other data and/or records and/or documents
relating to all matters covered by this Agreement. Contractor shall maintain any and
all such records, as necessary to document compliance with the provisions of this
Agreement.
Contractor agrees to submit its agency financial audit to the City within 30
days of completion, at least once during the Contract period.
4.10 ACCESS TO RECORDS
Contractor agrees to allow access during normal business hours to all
records including, without limitation, Contractor's financial records, to the City and/or
its authorized representatives, and agrees to provide such assistance as may be
necessary to facilitate audit by the City and/or its representatives, when and as the
City Manager, in his sole and reasonable discretion, may deem necessary to ensure
compliance with the provisions of this Agreement including, without limitation, as
they pertain to any financial audits (with applicable accounting and financial
standards). Contractor shall allow access during normal business hours to any and
all records, forms, files, and documents which have been generated in performance
of this Agreement, by the City and/or its authorized representatives.
4.11 DATA SECURITY OBLIGATION
Contractor shall maintain an appropriate level of data security for the
personally identifiable information (PII) Contractor is collecting or using in the
performance of this Contract. PH is information that can uniquely identify, contact,
or locate a single person or can be used with other sources to uniquely identify
individuals. Contractor shall maintain and adhere to a written Data Security Policy
that addresses requirements regarding the protection of PH from unauthorized
access and protection against data breaches and ensures Contractor is in
compliance with applicable federal and state standards with respect to
transmission, receipt and storage of PH on Contractor's computing network and as
paper records. This policy shall address the topics of computer passwords,
screensavers that lock computers, securing physical facilities, storing data, data
use, data confidentiality agreements, and staff training related to the policy.
Additionally, Contractor is responsible for approving and tracking all Contractor
employees who request system or information access and ensuring that user
access has been removed from all terminated employees of Contractor. All
employees and independent contractors performing work or duties related to this
Contract will sign a Data Confidentiality Agreement prior to beginning work related
to this Contract.
City of Miami Beach-Choices, et al, Inc.
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4.12 INSURANCE REQUIREMENTS
Contractor shall not commence any work and/or Services pursuant to this
Agreement until all insurance required under this Section has been obtained and
such insurance has been reviewed and approved by the City's Risk Manager.
Contractor shall maintain and carry in full force during the term of this Agreement the
following insurance:
1. Comprehensive General Liability insurance, to include sexual molestation, in
an amount not less than $500,000 combined single limit per occurrence and
$1,000,000 aggregate in a policy year. Deductibles exceeding $1,000 are
discouraged, unless Contractor can provide financial statements to support a
higher deductible. The City of Miami Beach must be designated and shown as
an additional insured and the certificate holder with respects to this coverage.
The general liability policy must contain coverage for the following:
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a. Bodily Injury;
b. Property Damage;
c. No exclusions for Abuse, Molestation or Corporal Punishment;
d. No endorsement for premises only operations.
2. Professional Liability insurance, with coverage amounts not less than
$250,000 per claim and in the aggregate. Defense costs may be inside the
limits of liability and the policy can be written on claims made form. The City of
Miami Beach is not required to be named as an Additional Insured.
Professional liability insurance is generally required when the scope of
services uses professional services that require certification or license(s) to
provide direct services to program participants.
3. Worker's Compensation Insurance covering all employees, non-incorporated
independent contractors or consultants, and incorporated independent
contractors or consultants that do not have worker's compensation coverage
or a valid State of Florida exemption on file with the Department of Labor, as
required by Florida Statutes, Chapter 440. In the event that the Contractor is
no longer exempt from obtaining Worker's Compensation insurance, the
Provider must notify the City of Miami Beach and provide the necessary
certificate of insurance upon the termination of the exemption. The employer's
liability portion will be $500,000/$500,000/$500,000 as a minimum.
All insurance required hereunder must be furnished by insurance companies
authorized to do business in the State of Florida.
Original certificates of insurance for the above coverage must be submitted to
the City's Risk Manager at the Office of the Risk Manager of the City of Miami Beach,
1700 Convention Center Drive, Miami Beach, Florida 33139.
The Contractor is solely responsible for obtaining and submitting all insurance
certificates for its sub-contractors.
City of Miami Beach-Choices, et al, Inc.
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All insurance policies must be issued by companies authorized to do business
under the laws of the State of Florida. The companies must be rated no less than
"B+" as to management and not less than "Class VI" as to strength by the latest
edition of Best's Insurance Guide, published by A.M. Best Company, Oldwick, New
Jersey, or its equivalent.
Compliance with the foregoing requirements shall not relieve the Contractor of
the liabilities and an other portion of this
obligations under this Section or under
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Agreement, and the City shall have the right to obtain from the Contractor specimen
copies of the insurance policies in the event that submitted certificates of insurance
are inadequate to ascertain compliance with required overage.
All of Contractor's certificates, as required in this Section 4.11, shall contain
endorsements providing that written notice shall be given to the City at least thirty
(30) days prior to termination, cancellation or reduction in coverage in the policy.
The Contractor shall not commence any work and/or Services pursuant to this
Agreement until the City's Risk Manager has received, reviewed and approved, in
writing, certificates of insurance showing that the requirements of this Section (in its
entirety) have been met and provided for.
4.13 ASSIGNMENT, TRANSFER OR SUBCONTRACTING
The Contractor shall not subcontract, assign, or transfer any work under this
Agreement without the prior written consent of the City Manager which consent, if
granted at all, shall be at the Manager's sole and absolute discretion.
4.14 SUB-CONTRACTORS
The Contractor shall be liable for Contractor's services, responsibilities and
liabilities under this Agreement, and the services, responsibilities and liabilities of
sub-contractors, and any other person or entity acting under the direction or control
of Contractor. When the term "Contractor" is used in this Agreement, it shall be
deemed to include any sub-contractors and any other person or entity acting under
the direction or control of Contractor. All sub-contractors must be approved, in
writing by the City Manager, or his designee, prior to their engagement by
Contractor (which approval, if granted at all, shall be at the Manager's sole
discretion and judgment).
4.15 EQUAL EMPLOYMENT OPPORTUNITY
In connection with the performance of this Agreement, the Contractor shall
not discriminate against any employee or applicant for employment because of
race, color, religion, ancestry, sex, age, and national origin, place of birth, marital
status, or physical handicap. The Contractor shall take affirmative action to ensure
City of Miami Beach-Choices, et al, Inc.
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that applicants are employed and that employees are treated during their
employment without regard to their race, color, religion, ancestry, sex, age, national
origin, place of birth, marital status, disability, or sexual orientation, as applicable.
4.16 NO CONFLICT OF INTEREST
The Contractor agrees to adhere to and be governed by the Metropolitan
Miami-Dade County Conflict of Interest Ordinance, as same may be amended from
time to time; and by City of Miami Beach Code, as same may be amended from
time to time.
The 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. The Contractor further covenants that
in the performance of this Agreement, no person having any such interest shall
knowingly be employed by the Consultant. 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 there from.
4.17 PATENT RIGHTS; COPYRIGHTS; CONFIDENTIAL FINDINGS
Any patentable result arising out of this Agreement, as well as all information,
design specifications, processes, data and findings, shall be made available in
perpetuity to the City, 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 copyright or patent
by or on behalf of the Contractor or its employees or subcontractors.
4.18 NOTICES
All notices and communications relating to the day-to-day activities shall be
exchanged between a project manager appointed by the Contractor and the
program coordinator designated by the City Manager, who shall be Neighborhood
Services Department, Office of Community Services, Division Director or his/her
designee. The Contractor's project manager shall be designated following execution
of this Agreement by the parties and prior to commencement of the Services.
All other 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 registered mail.
Until changed by notice in writing, all such notices and communications shall
be addressed as follows:
TO CONTRACTOR:
Choices, et al, Inc.
City of Miami Beach-Choices, et al, Inc.
Miami Beach Service Partnership Training
Attn: Cheryl Polite-Eaford, President
P.O. Box 645409
Miami, Florida 33269
(305) 332-2074
TO CITY:
City of Miami Beach
Office of Community Services
Attn: Maria L. Ruiz, Director
1700 Convention Center Drive
Miami Beach, Florida 33139
(305) 673-7491
4.19 LITIGATION JURISDICTION/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 the
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, CONTRACTOR AND CITY
EXPRESSLY WAIVE ANY RIGHTS EITHER PARTY MAY HAVE TO A TRIAL BY
JURY OR ANY CIVIL LITIGATION RELATED TO, OR ARISING OUT OF, THIS
AGREEMENT.
4.20 ENTIRETY OF 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.
4.21 LIMITATION OF CITY'S LIABILITY
The City desires to enter into this Agreement only if in so doing the City can
place a limit on the 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 $1,000. Contractor hereby expresses its
willingness to enter into this Agreement with Consultant's recovery from the City for
any damage action for breach of contract to be limited to a maximum amount of
$1,000.
City of Miami Beach-Choices, et al, Inc.
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Accordingly, and notwithstanding any other term or condition of this
Agreement, Contractor hereby agrees that the City shall not be liable to the
Contractor for damages in an amount in excess of $1,000 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
paragraph or elsewhere in this Agreement is in any way intended to be a waiver of
the limitation placed upon the City's liability as set forth in Section 768.28, Florida
Statutes.
4.22 BACKGROUND SCREENING
In accordance with Sections 943.0542 984.01 Chapter 430 435 402
39.001, and 1012.465 Florida Statutes, as applicable, employees, volunteers and
subcontracted personnel who work in direct contact with children or who come into
direct contact with children must complete a satisfactory Level 2 background
screening prior to commencing work pursuant to this Contract.
For purposes of this section, the term "direct service provider" means a person
18 years of age or older, including a volunteer, who provides services to children,
youth and their families. The term does not include volunteers who assist on an
intermittent basis for less than 20 hours per month.
Level 2 Background screenings must be completed through the Florida
Department of Law Enforcement (FDLE) VECHS (Volunteer & Employee Criminal
History System) Program. Satisfactory background screening documentation will be
accepted for those agencies that already conduct business with either the
Department of Children and Families (DCF) or the Department of Juvenile Justice
(DJJ) or the Miami Dade County Public School System (MDCPS). A clearance letter
from MDCPS Office of Employment Standards indicating the person has
successfully completed a Level 2 screening will be accepted.
If background screenings are completed with VECHS, then Provider shall
complete Attachment E: "Affidavit for Level 2 Background Screenings" each for
contract term. The Affidavit will cover employees, volunteers, and subcontractors
performing services under this contract who are required to complete a Level 2
background screening as defined in this section. Provider shall keep Attachment E:
"Affidavit for Level 2 Background Screenings" in Provider's personnel, volunteers,
and sub-contractors files. Provider shall re-screen each employee, volunteer and/or
subcontractor every five years.
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City of Miami Beach-Choices, et al, Inc.
Miami Beach Service Partnership Training
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to
be executed by their appropriate officials, as of the date first entered above.
FOR CITY: CITY OF MIAMI BEACH, FLORIDA
ATTEST:
By: r
Cjey Clerk Ma, ®r
Date - - Date
INCORP ORATED'
'9,QC....... ...
FOR CONTRACTOR: H ?�' CHOICES, ET AL, INC., a Florida
corporation
ATTEST:
Presiden /J
C/
Print Na 6e Print NaAie
Date Date
Corporate Seal
° APPROVED AS TO
FORM &LANGUAGE
FOR EXECUTION
torn Date
City of Miami Beach-Choices, et al, Inc.
Miami Beach Service Partnership Training
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EXHIBIT 66 A"
66SCOPE OF SERVICES"
The Contractor agrees to provide the following services.
Service Documentation of Service
Engagement & Care Coordination Completed Training Attendance Sheets
Training (attached)
Related Definitions:
Engagement & Care Coordination Training — Engagement & Care Coordination
Training focuses on ensuring staff is fully prepared to provide comprehensive Care
Coordination services to children and their families. The process should include the
following philosophies/focuses:
• Trauma-informed care
• Wrap-around services
• Children experiencing or at-risk of child maltreatment
• Strategies to prevent youth violence
• Truancy intervention
Staff observation may be included as part of the training scope. Upon final
completion, a certificate will be awarded.
Service Deliverables
Service Unit of Service Service Location
Engagement & Care Up to 100 hours for serving Biscayne Elementary
Coordination Training up to 60 youth and their
families
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City of Miami Beach-Choices, et al, Inc.
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EXHIBIT "B"
INVOICING
The Contractor agrees to provide the invoicing and services documentation as
indicated in the Monthly Invoice Report as attached to this Exhibit.
City of Miami Beach-Choices, et al, Inc.
Miami Beach Service Partnership Training