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Interlocal Agreement with the School Board of Miami-Dade County, Florida 701(- 2827 INTERLOCAL AGREEMENT THIS INTERLOCAL AGREEMENT(Agreement) is made and entered into as of this Z7day of kV1,5 2015,(the Effective Date,which shall be the date this Agreement is fully executed)by and between THE SCHOOL BOARD OF MIAMI DADE-COUNTY,FLORIDA a body corporate and political subdivision of the State of Florida, whose principal place of business is 1450 N.E.2"d Avenue Miami,Florida 33132 And THE CITY OF MIAMI BEACH,FLORIDA a body corporate and political subdivision of the State of Florida, whose principal place of business is 1700 Convention Center Drive Miami Beach,Florida 33139 WHEREAS, since the Education Compact implementation on January 16, 2008, the City of Miami Beach ("City"or"CMB")has collaborated with The School Board of Miami-Dade County, FL ("School Board"or"M-DCPS") to improve educational opportunities for youth in the City;and WHEREAS, the M-DCPS Extended Foreign Language ("EFL") Program offers a school within a school approach to world language education enabling students to interact using a number of languages across linguistic and cultural boundaries;and WHEREAS, the goal of the EFL program is to offer students the opportunity to become proficient in speaking, reading,and writing in English and in one other language;and WHEREAS, as of the end of the 2013-14 School Year, there were 217 students on the M-DCPS wait list for EFL programs in the Miami Beach feeder public elementary schools;and WHEREAS,schools need to have sufficient linguistically qualified teachers in the selected language and current grade levels of implementation in order to expand the EFL program and meet the demands of the community for acess; and WHEREAS, at the June 11,2014 City Commission meeting,the February 2014 and March 2014 Committee for Quality Education motions supporting access to the EFL Program in Miami-Dade Public Schools were discussed;and WHEREAS, the Miami Beach City Commission supports entering into an agreement with the School Board whereby the City will fund professional development for interested M-DCPS teachers at South Pointe Elementary, Feinberg-Fisher K-8 Center,North Beach Elementary, and Biscayne Elementary (the"Schools")to become linguistically qualified and to increase the availability of the EFL Program for interested students;and WHEREAS, on November 19, 2014, the City Commission passed and adopted Resolution No. 2014-28827 authorizing the City Manager to execute an agreement with M-DCPS to provide funding for professional development for up to forty-five (45) interested M-DCPS teachers during the 2014-2015 School Year and the 2015 Summer Institute as follows: South Pointe Elementary (up to 2 teachers), Feinberg Fisher K-8 Center (up to 11 teachers), North Beach Elementary (up to 20 teachers), and Biscayne Elementary (up to 12 teachers) to increase access to EFL classes for interested students attending the above-named Schools. NOW,THEREFORE, in consideration of the premises and of the mutual covenants contained this Agreement and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows: Page 1 of 6 ARTICLE 1—RECITALS AND DEFINITIONS 1.01 Recitals. M-DCPS and CMB (the"Parties") agree that the foregoing recitals are true and correct and that such recitals are incorporated into this Agreement by reference. 1.02 Extended Foreign Language Program. The EFL Program is a M-DCPS program that offers students the opportunity to become proficient in speaking,reading,and writing in English and in one other language. ARTICLE 2—SPECIAL CONDITIONS 2.01 EFL Trained Teachers to be Provided by M-DCPS and Conditions for Payment by CMB. M-DCPS shall provide professional development for up to forty-five (45) M-DCPS teachers during the 2014-15 School Year and the June and August 2015 Summer Institutes("2015 Summer Institutes")for interested teachers assigned to the Schools during the 2015-2016 School Year. Each M-DCPS teacher who participates in the professional development training will be paid an average of $45 per hour by M-DCPS as determined by M-DCPS and payment will be on a one-time reimbursement basis. M-DCPS shall submit an invoice to CMB on or before September 15,2015 based on the number of teachers that have completed EFL training pursuant to this Agreement. CMB will reimburse M-DCPS within sixty(60)days of receipt of the invoice. The invoice shall include (a) written confirmation of the number of teachers at the Schools that completed EFL training during the 2014-2015 School Year and the 2015 Summer Institutes pursuant to this Agreement and the cost of EFL training per teacher; (b) written confirmation that the teachers trained pursuant to this Agreement are assigned to teach EFL classes for the 2015-2016 School Year at the Schools;(c)written confirmation of the number of EFL classes that were taught at the Schools during the 2014- 2015 School Year; and (d) written confirmation that the EFL classes being taught by the teachers trained pursuant to this Agreement sustain or exceed the 39 EFL classes taught at the Schools during the 2014-2015 School Year. The total amount to be reimbursed by CMB shall be based on the number of teachers trained pursuant to this Agreement that actually teach ELF classes at the Schools during the 2015-2016 School Year that sustain or exceed the 39 EFL classes taught at the Schools during the 2014-2015 School Year and shall not exceed$10,665.00. 2.02 Term of Agreement. The term of this Agreement shall be effective as of the last date signed by all Parties and shall end when all of the following have occurred: (a) the teachers trained pursuant to this Agreement are assigned to teach EFL classes as of September 15 for the 2015-2016 School Year at the Schools which sustain or exceed 39 EFL classes (the number of EFL classes provided by M-DCPS at the Schools during the 2014-2015 School Year) and (b) payment by CMB as provided in Sec. 2.01 of this Agreement. Any amendment to this Agreement requires the approval of both parties. 2.03 Teacher Credentialing,Teachers of EFL classes at the Schools must be linguistically qualified in accordance with M-DCPS criteria. 2.04 Enrollment Procedures,M-DCPS is responsible for student recruitment and for allowing qualifying students to participate in the EFL programs.Information regarding the appropriate application forms will be provided by M- DCPS personnel. ARTICLE 3— GENERAL CONDITIONS 3.01 Indemnification,Each party agrees to be fully responsible for its acts of negligence or its employees' acts of negligence when acting within the scope of their employment and agrees to be liable for any damages resulting from said negligence. This section shall survive the termination of all performance or obligations under this Agreement and shall be fully binding until such time as any proceeding brought on account of this Agreement is barred by any applicable statute of limitations. Notwithstanding the foregoing, M-DCPS's and CMB's indemnification herein is subject to applicable laws, including, but not limited to, Section 768.28, Florida Statutes, and the limitations, restrictions, and defenses therein. Nothing contained herein shall constitute a waiver of sovereign immunity by any of the parties to this Agreement. 3.02 No Waiver of Sovereign Immunity.,Nothing herein is intended to serve as a waiver of sovereign immunity by any agency or political subdivision to which sovereign immunity may be applicable or of any rights or limits to Page 2 of 6 liability existing under Section 768.28, Florida Statutes. This section shall survive the termination of all performance or obligations under this Agreement and shall be fully binding until such time as any proceeding brought on account of this Agreement is barred by any applicable statute of limitations. 3.03 No Third Party Beneficiaries. The parties expressly acknowledge that it is not their intent to create or confer any rights or obligations in or upon any third person or entity under this Agreement.None of the parties intend to directly or substantially benefit a third party by this Agreement. The parties agree that there are no third party beneficiaries to this Agreement and that no third party shall be entitled to assert a claim against any of the parties based upon this Agreement.Nothing herein shall be construed as consent by an agency or political subdivision of the State of Florida to be sued by third parties in any matter arising out of any contract. 3.04 Jndependent Contractors The Parties to this Agreement shall at all times be acting in the capacity of independent contractors and not as an officer,employee or agent of one another. Neither Party nor its respective agents, employees, subcontractors or assignees shall represent to others that it has the authority to bind the other Party unless specifically authorized in writing to do so.No right to Party's retirement, leave benefits or any other benefits of employees shall exist for the employees of the other Party as a result of the performance of any duties or responsibilities under this Agreement.Neither Party shall be responsible for social security,withholding taxes, contributions to unemployment compensation funds or insurance for the other Party or the other Party's officers, employees,agents,subcontractors or assignees. 3.05 )qual Opportunity Provision.The Parties agree that no person shall be subjected to discrimination because of age, race, color, disability, gender identity, gender expression marital status, national origin, religion, sex or sexual orientation in the performance of the Parties' respective duties,responsibilities and obligations under this Agreement. 3.06 Notice. When any of the Parties desire to give notice to the other, such notice must be in writing, sent by U.S. Mail, postage prepaid, return receipt requested, or by Federal Express, addressed to the Party for whom it is intended at the place last specified; the place for giving notice shall remain such until it is changed by written notice in compliance with the provisions of this paragraph. For the present,the Parties designate the following as the respective places for giving notice: To M-DCPS: Alberto M.Carvalho Superintendent of Schools Miami-Dade County Public Schools 1450 N.E.2nd Avenue,Suite 912 Miami,Florida,33131 With a copy to: Ms.Marie Izquierdo Chief Academic Officer Office of Academics and Transformation Miami-Dade County Public Schools 1450 N.E.2nd Avenue,Suite 921 Miami,Florida,33132 And a copy to: Walter Harvey School Board Attorney Miami-Dade County Public Schools 1450 N.E.2nd Avenue,Suite 430 Miami,Florida,33131 To CMB: Jimmy Morales City Manager City of Miami Beach 1700 Convention Center Drive,4`h Floor Miami Beach,Florida 33139 • Page 3 of 6 With copies to: Raul J.Aguila City Attorney City of Miami Beach 1700 Convention Center Drive,4th Floor Miami Beach,Florida 33139 Dr.Leslie Rosenfeld Chief Learning Development Officer City of Miami Beach 1700 Convention Center Drive,3rd Floor Miami Beach,Florida 33139 3.07 Default. The Parties agree that,in the event that either Party is in default of its obligations under this Agreement, the non-defaulting Party shall provide to the defaulting Party (30) days written notice to cure the default. However, in the event said default cannot be cured within said thirty(30)day period and the defaulting party is diligently attempting in good faith to cure same, the time period shall be reasonably extended to allow the defaulting party additional cure time. Upon the occurrence of a default that is not cured during the applicable cure period, this Agreement may be terminated by the non-defaulting Party upon thirty (30) days' notice. This remedy is not intended to be exclusive of any other remedy,and each and every such remedy shall be cumulative and shall be in addition to every other remedy now or hereafter existing at law or in equity or by statute or otherwise.No single or partial exercise by any Party of any right,power,or remedy hereunder shall preclude any other or future exercise thereof. 3.08 Annual Appropriation. The performance and obligations of either Party under this Agreement shall be contingent upon the required budgetary appropriation by its governing body. If either Party does not allocate funds for the payment of services or programs to be provided under this Agreement, this Agreement may be terminated by that Party at the end of the period for which funds have been allocated. That Party shall notify the other Party at the earliest possible time before such termination. No penalty shall accrue to either Party in the event this provision is exercised,and neither Party shall be obligated or liable for any future payments due or any damages as a result of termination under this section. 3.09 Excess Funds. M-DCPS agrees to promptly notify CMB of any funds erroneously received from CMB upon the discovery of an erroneous payment or overpayment. Any excess funds shall be refunded to CMB. 3.10 Public Records. Pursuant to Section 119.0701,Florida Statutes,any Party contracting with M-DCPS or CMB is required to (a) keep and maintain available for public inspection any records that pertain to services rendered under this Agreement; (b)provide the public such records and at a cost that does not exceed the cost provided in Chapter 119, Florida Statutes 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; and (d)meet all requirements for retaining public records and transfer, at no cost,to M-DCPS or CMB and destroy any duplicate public records that are exempt or confidential and exempt from public records disclosure requirements. All of such Party's records stored electronically must be provided to M-DCPS or CMB in a format that is compatible with M-DCPS or CMB's information technology systems. Each Party shall maintain its own respective records and documents associated with this Agreement in accordance with the records retention requirements applicable to public records. Each Party shall be responsible for compliance with any public documents request served upon it pursuant to Section 119.07, Florida Statutes, and any resultant award of attorney's fees for non-compliance with that law. Each Party acknowledges that this Agreement and all attachments thereto are public records and to not constitute trade secrets. 3.11 Student Records. M-DCPS shall fully comply with the requirements of Section 1002.33, Florida Statutes, or any other state or federal law or regulation regarding the confidentiality of student information and records. 3.12 Compliance with Laws. Each Party shall comply with all applicable federal and state laws, codes, rules and regulations in performing its duties,responsibilities and obligations pursuant to this Agreement. 3.13 Place of Performance. The linguistically qualified teachers that are referenced in this Agreement shall teach EFL Program classes at Feinberg Fisher K-9 Center, South Pointe Elementary, North Beach Elementary, and Page 4 of 6 ° Biscayne Elementary. 3.14 Governing Law and Venue. This Agreement shall be interpreted and construed in accordance with and governed by the laws of the State of Florida. Any controversies or legal problems arising out of this Agreement and any action involving the enforcement or interpretation of any rights hereunder shall be submitted to the jurisdiction of a State court in Miami-Dade County,Florida. 3.15 Entirety of Agreement. This document incorporates and includes all prior negotiators, correspondence, conversations, agreements and understandings applicable to the matters contained herein and the Parties agree that there are no commitments, agreements or understandings concerning the subject matter of this Agreement that are not contained in this document. Accordingly, the Parties agree that no deviation from the terms hereof shall be predicated upon any prior representations or agreements,whether oral or written. 3.16 Binding Effect. This Agreement shall be biding upon and inure to the benefit of the Parties hereto and their respective successors and assigns. 3.17 Assignment. Neither this Agreement nor any interest herein may be assigned,transferred or encumbered by any Party without the prior written consent of the other Party. There shall be no partial assignments of this Agreement including,without limitation,the partial assignment of any right to receive payments from CMB. 3.18 Captions. The captions,section designations,section numbers,article numbers,tittles and headings appearing in this Agreement are inserted only as a matter of convenience,have no substantive meaning and in no way define, limit,construe or describe the scope or intent of such articles or sections of this Agreement,nor in any way effect this Agreement and shall not be construed to create a conflict with the provisions of this Agreement. 3.19 Severability. In the event that any one or more of the sections, paragraphs, sentences, clauses or provisions contained in this Agreement is held by a court of competent jurisdiction to be invalid, illegal, unlawful, unenforceable or void in any respect,such shall not affect the remaining portions of this Agreement and the same shall remain in full force and effect as if such invalid, illegal, unlawful, unenforceable or void sections, paragraphs,sentences,clauses or provisions had never been included herein. 3.20 Preparation of Agreement. The Parties acknowledge that they have sought and obtained 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 their joint effort. The language agreed to herein expresses 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. 3.21 Amendments. No modification, amendment, or alteration in the terms or conditions contained herein shall be effective unless contained in a written document prepared with the same or similar formality as this Agreement and executed by each Party hereto.The City Manager of the City of Miami Beach,Florida,shall be authorized to execute any amendment or extension of this Agreement on behalf of CMB.Alberto M.Carvalho, Superintendent of M-DCPS shall be authorized to execute any amendment or extension of this Agreement on behalf of M-DCPS. 3.22 Waiver.The Parties agree that each requirement,duty and obligation set forth herein is substantial and important to the formation of this Agreement and, therefore, is a material term hereof. Any Party's failure to enforce any , provision of this Agreement shall not be deemed a waiver of such provision or modification of this Agreement unless the waiver is in writing and signed by the Party waiving such provision. A written waiver shall only be effective as to the specific instance for which it is obtained and shall not be deemed a continuing or future waiver. 3.23 Force Majeure. Neither Party shall be obligated to perform any duty, requirement or obligation under this Agreement if such performance is prevented by fire, hurricane, earthquake, explosion, wars, sabotage, accident, flood, acts of God, strikes, or other labor disputes, riot or civil commotions, or by reason of any other matter or condition beyond the control of either Party,and which cannot be overcome by reasonable diligence and without unusual expense("Force Majeure"). In no event shall a lack of funds on the part of either Party be deemed Force Majeure. Page 5 of 6 3.24 Survival. All representations and warranties made herein, regarding indemnification obligations, obligations to reimburse CMB, obligations to maintain and allow inspection and audit of records and property, obligations to maintain the confidentiality of records, reporting requirements, and obligations to return public funds shall survive the termination of this Agreement. 3.25 Authority. Each person signing this Agreement on behalf of either Party individually warrants that he or she has full legal power to execute this Agreement on behalf of the Party for whom he or she is signing, and to bind and obligate such Party with respect to all provisions contained in this Agreement. The Parties hereto have made and executed this Agreement on the date last signed below. THE SCHOOL BOARD OF MIAMI-DADE COUNTY,FLORIDA: By: % '�'=in .t A_:4tt� . va ho I uperin ten VI dent of Schools or his Designee Date: f//Jr. ATTEST: A 1 By: ./:lam _ AO Maria Izq trip )hief Academic Officer Office of • .,: s and Transf rmation Date: i't /S Approved as to Form and Legal Sufficiency: //, -VILV6 (A4/5 School Bo rd Attorney i Date: 1 V ) I THE CITY:OF MIAMI B aACH: RISK MANAGEMENT II REV tWED AND .APPROVE By: ice. :L 6(/'3// f Ji l y L. M - City Manager Date: b /c ATTEST: By: Rafael E.Granado,City Clerk Date: r .,V 21, 2_001,r Approved as to Form&Language& ? [\1 B ��� lit For cution: w' . „._,tc,...v,c....._ u .Aguila,City Attorney :.— • f. •: