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Agreement with FIU r AGREEMENT BETWEEN CITY OF MIAMI BEACH AND THE FLORIDA INTERNATIONAL UNIVERSITY BOARD OF TRUSTEES This Agreement entered into between City of Miami Beach, a municipality existing under the laws of the State of Florida, with its principal place of business at 1700 Convention Center Drive, Miami Beach, FL 33139 (hereinafter"Sponsor"), and The Florida International University Board of Trustees (hereinafter "FIU"), to conduct the work related to the project entitled "Miami Beach Archives Digitalization Project" (hereinafter, the "Project"). Sponsor and FIU shall hereinafter be referred to collectively as the "Parties". WITNESSETH: WHEREAS, Sponsor desires to engage and retain the services of FIU and FIU desires to accept such engagement. NOW THEREFORE, in consideration of the foregoing and mutual promises, covenants and agreements herein contained, and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the Parties agree as follows: I. PERIOD OF PERFORMANCE This Agreement shall become effective on August 15, 2014 and shall terminate on January 31, 2016 ("Project Period"). Performance may be extended and/or renewed for additional periods by the mutual written agreement of the Parties. II. PROJECT ADMINISTRATOR All questions concerning administration of this Agreement should be addressed to: FOR FIU: FOR SPONSOR: Robert Gutierrez Rafael Granado Division of Research City Clerk Florida International University City of Miami Beach MMC/MARC 430 1700 Convention Center Drive 11200 SW 8th St. 1 st Floor Miami, Florida 33199 Miami Beach FL, 33139 Phone: (305) 348-2494 Phone: 305-673-7411 Fax: (305) 348-4117 All questions regarding the technical aspects of the project should be addressed to: III. PROJECT DIRECTOR FOR FIU: FOR SPONSOR: Dr. Kenneth Lipartito Rafael Granado History Department City Clerk Florida International University City of Miami Beach DM 386 1700 Convention Center Drive 11200 SW 8h St. 1st Floor Miami, Florida 33199 Miami Beach FL, 33139 Phone: (305) 348-1860 Phone: 305-673-7411 Fax: (305) 348-3561 IV. STATEMENT OF WORK Specific Responsibilities of FIU will be found in the attached Statement of Work (Appendix A hereto). V. COMPENSATION Funds provided for FIU's involvement in this Project shall be $132,898.76, per the budget attached hereto in Appendix A. This is a cost reimbursable agreement. The Sponsor will make payments to FIU as work progresses, but not more often than once every month. FIU shall submit to Sponsor, in such form and reasonable detail as the Sponsor may require, an invoice supported by a statement of the claimed allowable reimbursements for performing this Agreement. Payment shall be made by Sponsor via wire (electronic funds) transfer to: Bank of America, ABA#063100277, Account#001595614027. Should Sponsor fail to make any of the payments set forth above, FIU may terminate this Agreement, in accordance with Article X herein. VI. TECHNICAL REPORTS FIU shall maintain clear and accurate records of the work conducted throughout the Project period so that Sponsor Project Director may readily evaluate the progress of the Project at any time. VII. INDEPENDENT CONTRACTOR The officers, employees and agents of each Party shall not be considered the officers, employees or agents of the other Party for purposes of accomplishing the work to be performed under this Agreement or for any other purpose. Nothing in this Agreement shall create any association, partnership or joint venture between the Parties or any employer-employee relationships. Nothing in this Agreement shall be deemed to affect the rights, privileges and immunities afforded by law to, respectively(i) the City of Miami Beach; (ii) FIU; (iii) the Florida Board of Governors; (iv) the State of Florida; and all of the aforestated's respective trustees, officers, employees and agents. VIII. INTELLECTUAL PROPERTY Inventions made solely by FIU faculty, students and staff under this Agreement will be solely owned by FIU. Inventions made jointly by FIU and Sponsor will be owned jointly by Sponsor and FIU, who agree to jointly determine patent filing and licensing subject to existing patent law. Inventions made solely by Sponsor will be solely owned by Sponsor. This understanding is subject to the rights of the U.S. Government, if any. IX. PUBLICATION Nothing contained in this Agreement shall preclude FIU or its employees or students from publishing and copyrighting scholarly articles, abstracts, theses and similar documents or presentations concerning the work conducted under this Agreement. X. TERMINATION A. Termination at Will: This Agreement may be terminated by either Party hereto by written notice to the other Party of such intent to terminate at least thirty (30) days prior to the effective date of such termination. B. Non-Waiver/Notices: Failure by either Party to insist upon strict performance of any of the provisions of this Agreement, or either Party's failure or delay in exercising any rights or remedies provided herein or by law, shall not be deemed a waiver of any rights of either Party to insist upon strict performance hereof or of any of either Party's rights or remedies under this contract or law, and shall not operate as a waiver of any of the provisions hereof or as a modification of the terms of the Agreement. Any notice required by this Agreement shall be delivered by Certified Mail, return receipt requested,by facsimile transmission, overnight delivery service or in person. C. Termination Arrangements: After receipt of a notice of termination and except as otherwise directed by Sponsor, FIU shall: I. Stop work under the Agreement on the date, and to the extent specified in the notice of termination. 2. Place no further orders or Agreements for materials, services, or facilities, except as may be necessary for completion of such portion of work under the Agreement as is not terminated. 3. Terminate all orders and Agreements to the extent that they relate to the performance of work that was terminated. 4. Handle all Sponsor property as directed by Sponsor. 5. Prepare all necessary reports and documents required under the terms of the Agreement up to the date of termination. Regardless of reasons for the termination, Sponsor shall compensate FIU for actual costs incurred up to the time of termination including for all non-cancelable commitments entered into by FIU in furtherance of this Agreement, provided, however, that Sponsor shall not be responsible nor liable for lost profits,punitive, consequential, and or other indirect damages. XI. MODIFICATION This Agreement may only be changed or modified by an amendment executed by the Parties in the same fashion as the original. XII. APPLICABLE LAW The Parties' rights, obligations and remedies under this Agreement shall be interpreted and governed in all respects by the laws of the State of Florida. The Parties consent to the sole and exclusive jurisdiction of the courts of the State of Florida in connection with any dispute arising out of this Agreement and agree to submit to the personal jurisdiction and venue of a court of subject matter jurisdiction located in Miami-Dade County, State of Florida. XIII. COMPLETE AGREEMENT This Agreement is intended as the complete and exclusive statement of the agreement between the Parties. Parole or extrinsic evidence shall not be used to vary or contradict the express terms of this Agreement, and recourse may not be had to alleged dealings,usage of trade, course of dealing, or course of performance to explain or supplement the express terms of this Agreement. All appendices to this Agreement are incorporated as if set out fully herein. In the event of any inconsistency(ies) or conflict(s) between the language of this Agreement and the attachments hereto, the language of such attachments shall be controlling but only to the extent of such conflict(s) or inconsistency(ies). IN WITNESS WHEREOF, the Parties have caused this Agreement to be executed by their respective duly authorized officers. The Florida International U 'versity City of Miami Beach Board of Rustees Robert Gutierre Nam immy Morales Director, Pre-Award Title: City M ager Division of Re arch Flo r' Inte i nal University Date: rn Date: �Y JW141,41 i0im,City Clerk �A r� X\ ILI •:I� RP GRA APPROVED AS TO FORM & LANGUAGE &FOR EXECUTION c City Attorney Date Miami Beach Archival Digitalization Project Appendix A-Proposal Kenneth Lipartito,Victor Uribe, Frank Luca, Derek Merleaux lipark @fiu.edu Scope of Work The City of Miami Beach's informal archives contains numerous items pertaining to its history. This Project will organize and make accessible a portion of that body of material. The core of the Project will be to digitize and catalog approximately 10,000 historical items. These will be uploaded online in a user-friendly interface.They will be permanently hosted on a website. Included in the process will be creating descriptive metadata,following the Library of Congress Thesaurus for Graphic Materials(LOC- TGM)cataloging standards using the Metadata Object Description Schema (MODS) record format,so that the uploaded materials can be searched by users. The searchable digital archives can be made publicly available as per City of Miami Beach determination. Drs. Luca and Lipartito will train and supervise FIU graduate students performing the digitizing work. They will be using appropriate digitizing equipment,which will be purchased with funds from the Project grant. Derek Merleaux,a digital archive specialist,will provide expertise in website design, metadata creation and uploading of archival materials. The cost of hosting(one-year cost) is included within the Project budget. The City of Miami Beach will hold the agreement with the hosting service and have the option of continuing the website at its own expense thereafter. Deliverables 1. Research and selection of materials from City of Miami Beach Archives 2. Digitizing of 10,000 items from City of Miami Beach Archives 3. Cataloguing and creation of metadata tags for digitized items 4. Design of Website 5. Uploading of digitized materials Schedule August 15,2014—September 30,2014: Lipartito, Luca and Merleaux survey archive and make preliminary decisions on areas to concentrate on for digitization. Purchase of equipment,web hosting and selection and training of graduate students commences. October 1,2014—January 31,2015: All equipment purchased and operational;graduate students working under direction of Luca, Lipartito, and Merleaux in scanning,cataloguing, proofing,and uploading of materials. I February 1,2015—April 30,2015: Approximately half of all materials are scanned, prepared and uploaded for view. Website is ready to go live by or before Miami Beach Centennial date. May 1,2015—August 31,2015: Completing of digitization Project and uploading. September 1,2015—October 2,2015: Final proofing of webpage and any errors. Logistics Project timeline and deliverables are contingent on following conditions: Students and Pis will have suitable space to conduct work on site where materials are located. Good internet access is also required so that scanned materials can be immediately catalogued and uploaded to hosting site. All scanning shall be complete on site,except in some exceptional instances where large-format materials may require transportation to the Wolfsonian for the use of special scanning equipment. Availability of materials shall be unrestricted to students during office hours so that they can complete the work steadily and on time. Further Options and Considerations: It may be less expensive and faster if the City of Miami Beach purchases required computer equipment and pays for webhosting directly rather than including these costs in the grant to FIU. Funds for student travel and parking are necessary to compensate students for these expenses,which would otherwise significantly affect their stipends. If the City of Miami Beach can provide free or reduced cost parking, the travel costs can be reduced. Project Budget Digital Archive _ Principal Investigators/Project Supervisors Salaries $31,616.49 1 Senior Researcher(14 mo) $22,500 2 MA Student Stipends (13 mo) $26,070 Digital Project Consultant $9,000 Graduate Tuition (provided by FIU) $52,272.00 Benefits for Personnel $10,338.76 Archival Supplies $5,600 Computer Equipment $9,445 Webhosting(one year) $8,000.00 Travel Expenses $4,000.00 Direct Costs $126,570.25 r FIU Cost Sharing $52,272.00 _ Indirect Costs(5%) $6,328.51 _ TOTAL Direct and Indirect $132,898.76 Budget Justification PI Supervisors Salary: To organize, train and oversee students and provide expertise on selection of historically significant items. Pls will devote 10%of time to Project.(average). Computer Equipment, Scanners and Peripherals: To be used for digitization process. All equipment will be turned over to City of Miami Beach at end of Project. Archival.Conservation Supplies: File boxes and folders to preserve selected items. Digital Project Consultant: Consult on web interface and metadata. Student Workers: 1 Senior Researcher, 2 MA Students, 20 hrs. per week each, to select and scan items. Travel Expenses: Transportation and Parking at research site. Web hosting: Cost of placing materials on web FIU will provide Graduate Student tuition.