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PSA with Ora Karat PROFESSIONAL SERVICES AGREEMENT BETWEEN THE CITY OF MIAMI BEACH, FLORIDA AND ORA KARAT FOR CHILD AND FAMILY SERVICES RELATED TO THE CITY'S SERVICE PARTNERSHIP INITIATIVE This Agreement is entered into on this 34 day of �-Q6ruG r'� 20 J� between ORA KARAT (Contractor), and the City of Miami Beach, Florida (City), for a period of one year, with an effective starting date of A-V day of 4yli , 20 and an end date of July 31, 2014 (the Term). 1. SCOPE OF WORK/SERVICES. This Agreement is for the purpose of providing services related to the City's Success University/Miami Beach Service Partnership initiative to the City's Real Estate, Housing, & Community Development Department. Specifically, throughout the Term of this Agreement, Contractor shall provide and/or perform the following minimum services: The Contractor will provid Academic Support,,Services during the Suspension Diversion program activity for up to one hundred (100) youth and their families in accor a cn with The Children's Trust Miami Beach Service Partnership Grant, dated August 1, 2013. e'7- 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. 2. FEE & COMPENSATION. In consideration of the work and/or services to be provided pursuant to this Agreement, the City agrees to pay Contractor a fee, in the not to exceed amount of Six Thousand Two Hundred Fifty Dollars ($6,250.00), which shall be paid as follows: Compensation shall be issued at a rate of One Hundred Twenty-Five Dollars ($125.00) per each day worked for up to fifty (50) days, for a maximum not to exceed Six Thousand Two Hundred Fifty Dollars ($6,250.00). 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". City of Miami Beach-Ora Karat Page 1 of 17 Miami Beach Service Partnership Notwithstanding the preceding, Contractor's total compensation during the term of this Agreement shall not exceed the maximum allowable sum of Six Thousand Two Hundred Fifty Dollars ($6,250.00). 2.2 INVOICING Contractor shall submit bi-weekly Time Sheets and Reimbursement Requests, as set forth in Exhibit "B", which include an itemized, detailed description of the Services, or portions thereof, provided (including the clients served) and cost(s) for same. Invoices and supporting documentation shall be submitted to Maria Ruiz, Division Director, Office of Community Services, 1700 Convention Center Drive, Miami Beach, Florida, 33139. 2.3 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. 3. WORK SCHEDULE During the Term of the Agreement, Contractor shall provide the work and/or services in accordance with the following minimum work schedule: Contractor is expected to work from 9:00 AM until 3:00 PM, school days during which students have signed up for the Suspension Diversion program activity. Contractor acknowledges that the schedule is determined by client need, and thus may not be calendared in advance. The City will contract the Contractor by no later than 4:00 PM of the preceding day to advise of the need for his/her services. Contractor's work and/or services shall be overseen by the following City Department/Individual: Maria Ruiz, Division Director, Office of Community Services, 1700 Convention Center Drive, Miami Beach, Florida, 33139. 4. TERMINATION This Agreement may be terminated for convenience of 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. Upon termination in accordance with 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 satisfactorily continuing to satisfactorily perform all work and/or 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. City of Miami Beach-Ora Karat Page 2 of 17 Miami Beach Service Partnership 5. IDEMNIFICATION/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 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 work and/or 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 expanded by the City in defense of such claims and losses, including appeals. The parties agree that one percent (11%) of the total compensation to Contractor for performance of the work and/or 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. 6. 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 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. 7. NOTICES. City of Miami Beach-Ora Karat Page 3 of 17 Miami Beach Service Partnership i 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 registered mail, postage prepaid (or airmailed if addressed to an address outside of the city of dispatch). Until changed by notice in writing, all such notices and communications shall be addressed as follows: TO CONTRACTOR: Ora Karat * Vf , (786) 768-'9607 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 8. 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. 9. DUTY OF CARE/COMPLIANCE WITH APPLICABLE LAWS. With respect to the performance of the work and/or service 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 work and/or services. In its performance of the work and/or 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, as applicable. City of Miami Beach-Ora Karat Page 4 of 17 Miami Beach Service Partnership The Contractor agrees to adhere to and be governed by the Miami-Dade County Conflict of Interest Ordinance, as same may be amended from time to time; and by any and all ethics/standards of conducts as referenced in Chapter 2 of the City of Miami Beach Code (as may be amended from time to time). 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 work and/or services. Contractor further covenants that in the performance of work and/or services under this Agreement, no person having any such interest shall knowingly be employed by the Contractor. 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. 10. FLORIDA PUBLIC RECORDS LAW. Contractor agrees to be in full compliance with Florida Statute 119.0701 including, but not limited to, agreement to (a) Keep and maintain public records that ordinarily and necessarily would be required by the public agency in order to perform the services; (b) provide the public with access to public records on the same terms and conditions that the public agency would provide the records and at a cost that does not exceed the cost provided in this chapter or as otherwise provided by law; (c) Ensure that public records that are exempt or confidential and exempt from public records disclosure requirements are not disclosed except as authorized by law; (d) Meet all requirements for retaining public records and transfer, at no cost, to the public agency all public records in possession of the contractor upon termination of the contract and destroy any duplicate public records that are exempt or confidential and exempt from public records disclosure requirements. All records stored electronically must be provided to the public agency in a format that is compatible with the information technology systems of the public agency. 11. OWNDERSHIP OF DOCUMENTS/PATENTS AND COPYWRICHTS. Any and all documents prepared by Contractor pursuant to this Agreement are related exclusively to the work and/or services described herein, 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, shall be made available to the City, in perpetuity, for public use. City of Miami Beach-Ora Karat Page 5 of 17 Miami Beach Service Partnership 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 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. NO ASSIGNMENTITRANSFER. This section intentionally left blank. 13. LIABILITY FOR SUB-CONTRACTORS. Contractor shall be liable for its work and/or services, responsibilities and liabilities under this Agreement and the 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). 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 approved in writing by the City Manager prior to their engagement by Contractor, which approval, if granted at all, shall be at the City Manager's sole and absolute discretion. 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. 15. 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. 16. SEVERANCE. City of Miami Beach-Ora Karat Page 6 of 17 Miami Beach Service Partnership 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. 17. 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. 18. 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. 19. 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. 20. 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 City of Miami Beach-Ora Karat Page 7 of 17 Miami Beach Service Partnership 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. 21. 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. 22. 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 City of Miami Beach-Ora Karat Page 8 of 17 Miami Beach Service Partnership 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. [REMAINDER OF THIS PAGE LEFT INTENTIONALLY BLANK] City of Miami Beach-Ora Karat Page 9 of 17 Miami Beach Service Partnership 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: ev, c City Clerk r TED: City Ma ager INCORF ORA FOR CONTRACTOR: N .2 ORA KARAT WITNESS: By: �.. r r signature Print Name By: Print Name/Title Print Name Approved: Approved as to form & language & for execution. 1 C ` Departmen i ctor _yet `e Date koffic of udget and Performance Improvement Human Resources City of Miami Beach-Ora Karat Page 10 of 17 Miami Beach Service Partnership i :! / I "SCOPE OF SERVICES" The Contractor agrees to provide the following services to youth referred to the Success University program: Service U nits of Documentation,of Service Academic Support 100 Daily report of individual academic successes and challenges, to^ include specific progress made on assignments Evaluation of student learning capabilities Development of classroom strategies to enhance learning, as appropriate Upon discharge, overall evaluation of student progress, to include recommendations for successful integration back into regular school day Related Definitions: Academic Support— Individually tailored assistance with school-related projects or assignments. The primary goal of academic support is for the student to continue making academic progress, ideally as they would have, had they not been suspended from school. As such, the approach includes homework assistance, progression with classroom instruction, and compilation of projects and long-term assignments. The secondary goal of Academic Support is to enhance the learning process for students. Strategies, skills, and tactics which may enhance the student's enjoyment and engagement in the learning process may be utilized at the instructor's discretion. Creative, individual strategies may be employed to ensure a student's understanding and ownership of the overall learning process. Service Documentation Services will be deemed as provided when the following documentation is provided within the noted timeframes: Servilce ® - o Academic Support • Progress Report Form One (1) business day • Discharge Form from provision of service Penalties for Failure to Perform If the Contractor fails to submit required, accurate documentation in the timeframe allotted two times, the Contractor will forfeit one (1%) percent of the combined billed total for the months in which inaccuracies took place. City of Miami Beach-Ora Karat Page 11 of 17 Miami Beach Service Partnership If the Contractor fails to submit required, accurate documentation in the timeframe allotted three times within the contract period, the Contractor is subject to the cessation of any further client referrals but will be allowed to complete the service units allotted to existing clients. The decision to cease additional referrals rests at the sole discretion of the City. "Required, accurate documentation" may refer to: • Monthly invoices • Monthly narratives • Monthly client lists • Monthly in-kind hours • Client assessments • Referral forms • Family Group Conference documents • Any documents associated with Care Coordination, including Care Plan Certification forms, Care Plan Contact forms, Care Plan Close Out forms, Attendance forms, Service Evaluation forms, and any other documentation related to this Contract. If any individual employed by or independently contracted with the Contractor fails to attend a scheduled client meeting without notifying the City of their impending absence more than once, the City reserves the right to remove that individual from the Contractor's staff roster for the purposes of this Contract. 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. 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. Engagement Strategies The Contractor will adhere to the following engagement strategies in the delivery of Care Coordination services: • Provide client and his/her parents and/or guardians information regarding the importance of adhering to school attendance policies, if applicable. • Provide client and his/her parents and/or guardians information regarding the Care Coordination process and other available services. • Reintroduce the services available through the Program at each client interaction. • Document every interaction with or on behalf client via Community OS. City of Miami Beach-Ora Karat Page 12 of 17 Miami Beach Service Partnership Evaluation In the continuing effort to ensure programming excellence, clients will be provided with evaluation forms at the end of each programming component to gauge their satisfaction with services provided. At a minimum, the Contractor must obtain evaluation forms from the primary child client and the parent/guardian. The evaluation forms will be provided b the City and must be administered at the following times: p Y tY 9 • Completion of Family Group Conference • Completion of Care Plan Close Out (program evaluation form) Master Calendar The Contractor will notify the City of any client appointment or anticipated service delivery at least 72 hours in advance of the appointment or service delivery for inclusion in the Success University Master Calendar that is distributed to all members of the Miami Beach Service Partnership via Community OS Software. The Master Calendar will be updated daily and distributed to the Partnership via Community OS Software. The Contractor must provide its availability for intake services inclusive of the number of staff members, the hours they are available and the languages they speak. This list must be up-to-date at all times. Monitoring & Performance Reviews The City of Miami Beach 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 • Inspection and review of client, budgetary and employee files (for those employees providing services under this contract) The monitoring tool provided by The Children's Trust, Community and Neighborhood Services System of Care Programmatic Site Visit Form, will be used to guide inspections and monitoring visits. (Copy included herein.) Monitoring visits will take place within forty-five (45) days of the commencement of services. The City will notify the Contractor a minimum of ten (10) business days notice prior to a monitoring visit. Promotion & Public Relations Requirements City of Miami Beach-Ora Karat Page 13 of 17 Miami Beach Service Partnership i r The Contractor agrees to receive Success University Program Brochures and make them available to clients during all in-person client interactions. The Contractor agrees to promote the City's Success University program whenever possible. Training Requirements Personnel providing services under in this Contract will be required to complete the following trainin s prior to service provision, as delineated below: Academic Support Services ❑ Program Overview Training ❑ Suspension Diversion Training [REMAINDER OF THIS PAGE LEFT INTENTIONALLY BLANK] City of Miami Beach-Ora Karat Page 14 of 17 Miami Beach Service Partnership EXHIBIT "1399 DOCUMENTATION The Contractor agrees to utilize the following forms to document the delivery of services with copies attached herein: • Consent Forms: • The Children's Trust Adult Info Form • The Children's Trust Child Info Form • The Children's Trust Photography/Video Release Form • Miami Beach Service Partnership Authorization for Release and Exchange of Information - Miami Dade County Public Schools Consent for Mutual Exchange of Information - Success University Enrollment Sign-In Sheet • Referral Form • Service Evaluation Form • Suspension Diversion Discharge Form • Suspension Diversion Progress Report Form City of Miami Beach-Ora Karat Page 15 of 17 Miami Beach Service Partnership EXHIBIT "C" INVOICING The Contractor agrees to provide the invoicing and services documentation as indicated utilizing the following forms attached herein: • Time Sheet Form; and • Reimbursement Request Form City of Miami Beach-Ora Karat Page 16 of 17 Miami Beach Service Partnership EXHIBIT 66®99 ATTACHMENTS The following reference documents are attached: • 2013/14 Success University Client Path • 2013/14 Success University Provider Path • FAQ Sheet • TCT Core Contract • Suspension Diversion Procedures City of Miami Beach-Ora Karat Page 17 of 17 Miami Beach Service Partnership