Prekindergarten Pilot Program Provider Contract with Vivi's Child Care Inc. DocuSign Envelope ID:F03B8838-6874-43C5-9DD5-4D394A3CE3CD
2.
02137 s
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CITY OF MIAMI BEACH
PREKINDERGARTEN PILOT PROGRAM
PROVIDER CONTRACT
(SCHOOL YEAR 2021-2022)
1. PARTIES AND TERMS OF CONTRACT
1.1 Parties. This Provider Contract ("Contract") relating to the City of Miami Beach
Prekindergarten Pilot Program (the "CMB Program") is made and entered into this
day of 2/19/2021 1 9:3? Fa EST by and between the City of Miami Beach, Florida, a municipal
corporation of the State of Florida (herein referred to as "CITY"), and Vivi's Child Care Inc., of Miami, a
Florida corporation (herein referred to as "PROVIDER"), with its principal office located at 759 83rd Street
Miami Beach, FL 33141 and its provider physical site address (if the single site provider physical site
address is different from principal office address) located at 1051 N. Miami Beach Blvd. N. Miami Beach,
FL 33162.
a. Multiple Public School Locations. If PROVIDER is a school district executing a single
Contract on behalf ofmultiple public school Prekindergarten (PK) Education Program
providers, a list of their names and their physical addresses are included in Exhibit 1:
Provider Location List; thereafter, PROVIDER shall include each entity listed in Exhibit 1.
b. Multiple Private Provider Locations. If PROVIDER is executing a single Contract on
behalf of multiple private PK Education Program provider sites within the CITY's service
area, a list of their names and their physical addresses are included in Exhibit 1: Provider
Location List; thereafter, PROVIDER shall include each entity listed in Exhibit 1.
c. Identification Number and Department of Children and Families Number.
Insert PROVIDER's EIN or Social Security(SSN) Number here:
27-0300062
Insert PROVIDER's Department of Children and Families(DCF) Number here:
CM11 MD1779
PROVIDER's EIN or SSN Number is requested in accordance with Sections
119.071(5)(a)(2) and 119.092, Florida Statutes, for use in the records and data systems of
the CITY. Submission of PROVIDER's EIN or SSN is mandatory. PROVIDER's EIN or SSN
will be used for processing payments to PROVIDER as a CMB Program provider, for
reporting those payments for federal tax purposes, and for routine identification.
PROVIDER's DCF Number is required to confirm eligibility to provide services under this
Contract.
1.2 Purpose.This Contract is designed to inform PROVIDER of the requirements of participation in the
CMB Program. Payment is not conveyed to PROVIDER through this Contract. Instead, PROVIDER must
agree to comply with the terms and conditions of this Contract in order to be eligible to participate in the
CMB Program. This Contract is to engage an eligible provider to provide PK Education Program services to
eligible CMB Program participants. As referred to in this Contract, "participant(s)" shall refer to the Miami
Beach parent/guardian and their children, for whom PROVIDER will be providing PK Education
Programming under the CMB Program. A school-year PK Education Program provides for 540 instructional
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hours. PK Education Programs may receive funding from the State Voluntary Pre-Kindergarten (V-PK)
Program, federal programs or other third-party scholarships ("Third Party Funders"). Under the CMB
Program, the CITY will provide a stipend, in the amount of up to $2,700.00 per school year, to cover up to
an additional 450 instructional hours ("Program Instructional Hours"), representing up to 2.5 hours per day
for 180 days, payable, on a reimbursable basis, as more particularly described in Subsection 5.5. The
Program Instructional Hours may not serve to supplant,or duplicate funding provided by Third Party Funders
which is received by the participants. The Program Instructional Hours may serve to provide an additional
2.5 PK Education Program hours per day, beyond those funded through Third Party Funders, or as a stand-
alone stipend. Program Instructional Hours may only be applied toward programming occurring during the
regular school hours for PROVIDER's PK Education Program. Program Instructional Hours may not be
applied toward after-school programming hours.
1.3 Term.This Contract applies to the CMB Program for the 2021-2022 school year. PROVIDER shall
offer a PK Education Program for the full school year.This Contract begins on the date on which the Contract
is signed and dated by the last party required to sign the Contract (as reflected in Subsection 1.1 of the
Contract), or the first day of school, aligned to the Miami-Dade County public school calendar, whichever
occurs last("Effective Date"), and expires upon completion of the school year or expenditure of the allotted
Program Instructional Hours, whichever occurs first, unless otherwise terminated earlier under the terms of
the Contract(the "Term").
2. PROVIDER ELIGIBILITY
To be eligible to deliver the CMB Program services, PROVIDER must be a traditional public school; or one
of the following private PK Education Program providers: (1) a child care facility, licensed under Section
402.305, Florida Statutes; a family day care home licensed under Section 402.313, Florida Statutes; a
licensed large family child care licensed under Section 402.313, Florida Statutes, a non-public school
exempt from licensure under Section 402.3025(2); or a faith-based child care provider exempt from
licensure under Section 402.316, Florida Statutes.
A charter school that includes a PK Education Program in its charter is a public school and shall only execute
this Contract with the approval and oversight of the school district. A charter school that does not include a
PK Education Program in its charter must meet the requirements to be a private provider to be eligible to
deliver the CMB Program.
Check the box to indicate PROVIDER's type:
❑A public school (Exhibit 1 must be completed as an authorized attachment to this Contract.)
IIA private provider(Exhibit 1 must be completed as an authorized attachment to this Contract.)
3. PROVIDER RESPONSIBILITIES AND SCOPE OF WORK
3.1 Child Enrollment. PROVIDER agrees to enroll eligible children as determined by the CITY for the
CMB Program. The CITY will provide PROVIDER with written notification of eligibility for approved
participants. PROVIDER will be required to execute an agreement with the participants, as described in
Subsection 5.1, as a condition precedent to acceptance of the participants into the CMB Program.
3.2 Adherence to Requirements.
a. Provider agrees to deliver the CMB Program in accordance with all of the
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requirements which are set forth in the applicable Florida statutes, rules, and this Contract.
b. Provider agrees to participate in a CMB orientation prior to the execution of the
Contract if offered by the CITY.
3.3 Assessment. PROVIDER agrees to implement the CMB Program survey pre- and post- to
participants of the CMB Program.
3.4 Supplemental Services. PROVIDER shall not require a child to enroll for, or require the payment
of any fee or charge for, supplemental services (e.g., "extended-day," "extended-year," "wrap-around," or
"full-day" services) as a condition of admitting a participant in the CMB Program. PROVIDER agrees to
schedule all Program Instructional Hours offered for any CMB Program class so that parents/guardians are
not constructively required to enroll a child in supplemental services or pay any fee or charge (e.g.,
scheduling Program Instructional Hours in a day with a break in instructional time, for which parents would
be required to pay for supplemental services for care). A PROVIDER found to have required such fees is
subject to termination for cause of this Contract, as described in Subsection 11.1(d).
3.5 Class Staffing. PROVIDER agrees to maintain proper staffing for the CMB Program, as required
by Florida Statutes.
3.6 CITY'S Logo. PROVIDER may use the registered CITY logo in conjunction with the operation of
the CMB Program in advertisements, letterhead, educational and promotional materials. PROVIDER
agrees to comply with the CMB Program Logotype Usage and Brand Guidelines and must cease use of
the CITY's logo once services under this Contract are suspended or terminated, or upon the CITY's
request.
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3.7 PROVIDER Deliverables for CMB Program
Type Task Provider Activities Due Date
Invoices for Program Private and Provide Invoices, signed by Monthly
Instructional Hours public PROVIDER and parent/guardian of
the participant child within fifteen
(15)days from end of month of
service
Child Attendance Private and Child Attendance Monthly
Public records per Subsections 5.2 and 5.3
Information Private and Compliance with notification Subsection 5.1 —(upon
change Public requirements per Subsection 5.1 execution of PROVIER-
notification (Enrollment); Subsection 5.9 Participant Agreement);
(Dismissal/Discharge); Subsection Subsection 5.9 (7
12(a) (closure of business; and calendar days from
Subsection 12(b) Reasons for dismissal, withdrawal);
dismissal of child participant Subsections: 12(a) (end
of business day of
closure date; 2 business
days after re-opening);
and 12(b) (7 calendar
days from dismissal of
child)
Liability Private Notification of cancellation of Within 10 calendar
insurance changes to general liability days of cancellation or
notification coverage changes to general
liability coverage
Implementation of Private and Administration of Survey Within the first 30
pre- and post-survey Public calendar days of CMB
Program class
commencement and
30 days from CMB
Program end date
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4. CITY RESPONSIBILITIES
4.1 PROVIDER eligibility. The CITY is responsible for determining eligibility of PROVIDER to
participate in the CMB Program.
4.2 Child Eligibility. CITY is responsible for determining the eligibility of children enrolling in the CMB
Program.
5. COMPENSATION AND FUNDING
5.1 Notification of Enrollment. PROVIDER agrees that it will not receive payment until the PROVIDER
has an executed agreement with the CITY, and the City has approved, in writing, an agreement
between PROVIDER and an eligible Miami Beach parent/guardian of a child participating in the CMB
Program (the "PROVIDER-Participant Agreement"). The PROVIDER-Participant Agreement must
describe the authorized use of the CMB Program funds and the tuition rates for PROVIDER's PK
Education Program. Upon review and approval of the PROVIDER-Participant Agreement, The CITY's
Chief Learning Officer will provide a confirmatory letter of eligibility for the participant and the selected
PROVIDER, which letter shall be counter-signed by the participant parent/guardian and PROVIDER.
5.2 Attendance Documentation. PROVIDER agrees to document the daily attendance, to certify the
monthly attendance, and to certify the annual cumulative attendance of each child admitted to
PROVIDER's CMB Program class(es).
5.3 Parent Attendance Certification. PROVIDER agrees to require that the parent/guardian of each child
in the CMB Program verify, each month, the child's attendance on the prior month's certified child
attendance record.
5.4 Invoicing and Payment. PROVIDER shall provide the CITY with a monthly invoice,within fifteen (15)
days from the end of a given month, for payment of eligible Program Instructional Hours to:
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Dr. Leslie Rosenfeld
Chief Learning Development Officer
City of Miami Beach
1700 Convention Center Drive
Miami Beach, Florida 33139
E-Mail: leslierosenfeldc miamibeachfl.c ov
The invoice will be executed by the PROVIDER and the parent/guardian of the participant child and
include a reimbursement summary, the attendance documentation (certified by PROVIDER), and the
parent attendance certification for the given month. If the due date for the monthly invoice and the
foregoing required documentation falls on a holiday, PROVIDER agrees to submit the monthly invoice,
along with the required documentation to the CITY on the proceeding business day. Documentation
submitted late will be processed and paid in the next payment cycle.
Payments will be mailed to PROVIDER, within thirty(30)days from receipt of an acceptable invoice, at
the address for contact for PROVIDER, listed in Subsection 1.1 of the Contract. At the option of the
CITY, PROVIDER may be provided with the opportunity to receive payment through Direct Deposit.
5.5 Payment Rate. PROVIDER will be entitled to receive payment for eligible Program Instructional Hours
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of service provided during the Term,to be paid at PROVIDER's regular rate or$6.00 per hour,whichever
is less, for up to 2.5 hours per day for 180 days, not to exceed $2,700.00 per applicable school year per
participant child. Any discounts based on income or other PROVIDER offerings available to the eligible
participant will decrease the amount due from the CITY, as applicable. If PROVIDER's tuition rate, as
disclosed by the PROVIDER-participant Agreement, exceeds the maximum CMB Program hourly rate
of$6.00 per hour, the participant parent/guardian is responsible for paying any additional sums due and
owing PROVIDER.
5.6 No Advance Payment Option. PROVIDER understands that CITY will not provide any advanced
payments and will reimburse the provider as per contract terms.
5.7 Overpayment. PROVIDER agrees that, if the end-of-year reconciliation of payments reveals that
PROVIDER received payments in excess of the amount owed to PROVIDER, PROVIDER agrees to
return to the CITY the funds it was overpaid. If PROVIDER fails to return the funds it was overpaid,
within ten (10) days from receipt of a written request from the CITY, PROVIDER will be subject to
collection efforts. Any outstanding sums owed to the CITY shall accrue interest at the rate of 18% per
annum until paid. Additionally, PROVIDER will not be eligible to participate in any additional CITY
sponsored PK Education Programs until the overpayment has been paid to the CITY.
5.8 Closures. PROVIDER agrees no compensation will be provided during temporary closures.
5.9 Child Participant DismissalNoluntary Withdrawal. In the event that a child participant is dismissed
or withdraws from the PROVIDER's location ("Unenrolled Participant"), funding for the Unenrolled
Participant shall terminate under this Contract. The unused portion of the approved stipend will remain
with the CITY for use by the Unenrolled Participant at a different provider location or, at the CITY's
option, for use by other approved participants. The Unenrolled Participant may seek approval from the
CITY to apply the balance of the approved stipend to PK Education Services with a different provider.
PROVIDER shall provide the CITY with notice of an Unenrolled Participant within seven (7) calendar
days.
6. AUDITING AND INSPECTIONS
6.1 Upon reasonable verbal or written notice to PROVIDER, and at any time during normal business
hours(i.e. 9AM—5PM, Monday through Fridays, excluding nationally recognized holidays), and as often as
the City Manager may, in his/her reasonable discretion and judgment, deem necessary, there shall be made
available to the City Manager, and/or such representatives as the City Manager may deem to act on the
CITY's behalf, to audit, examine, and/or inspect, any and all other documents and/or records relating to all
matters covered by this Contract. PROVIDER shall maintain any and all such records at its place of
business at the address set forth in Subsection 1.1 of this Contract.
6.2 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, contracts and transactions.
In addition, the Inspector General has the power to subpoena witnesses, administer oaths, require
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the production of witnesses and monitor CITY projects and programs. Monitoring of an existing CITY
project or 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 PROVIDER, 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 PROVIDER, the PROVIDER 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 PROVIDER 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
PROVIDER'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 PROVIDER 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:
1. If this Agreement is completely or partially terminated, the PROVIDER shall make available
records relating to the work terminated until three (3) years after any resulting final
termination settlement; and
2. The PROVIDER 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.
f. The provisions in this section shall apply to the PROVIDER, its officers, agents, employees,
subcontractors and suppliers. The PROVIDER shall incorporate the provisions in this section in all
subcontracts and all other agreements executed by the PROVIDER 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 PROVIDER or third parties.
7. MAINTENANCE OF RECORDS, DATA,AND CONFIDENTIALITY
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7.1 Record Confidentiality. PROVIDER agrees to protect the confidentiality of child and family
records, as required by applicable law.
7.2 Record Maintenance. PROVIDER agrees to maintain records, including enrollment and
attendance records for children funded by the CMB Program; and other fiscal records for audit
purposes fora period of five (5)years from the date of the last payment for that fiscal year or until
the resolution of any audit findings or any litigation related to this Contract, whichever occurs last.
PROVIDER may maintain records in an electronic medium and if the PROVIDER does so, then
the PROVIDER shall back up records on a regular basis to safeguard against loss.
8. PROVIDER'S COMPLIANCE WITH FLORIDA PUBLIC RECORDS LAW
8.1 PROVIDER shall comply with Florida Public Records law under Chapter 119, Florida Statutes, as
may be amended from time to time.
8.2 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.
8.3 Pursuant to Section 119.0701 of the Florida Statutes, if the PROVIDER meets the definition of
"Contractor"as defined in Section 119.0701(1)(a), the PROVIDER shall:
a. Keep and maintain public records required by the CITY to perform the service;
b. 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;
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,,for the duration of the
contract term and following completion of the Agreement if the PROVIDER does not transfer the
records to the CITY;
d. Upon completion of the Agreement, transfer, at no cost to the CITY, all public records in
possession of the PROVIDER or keep and maintain public records required by the CITY to perform
the service. If the PROVIDER transfers all public records to the CITY upon completion of the
Agreement, the PROVIDER shall destroy any duplicate public records that are exempt or
confidential and exempt from public records disclosure requirements. If the PROVIDER keeps and
maintains public records upon completion of the Agreement, the PROVIDER 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.
8.4 REQUEST FOR RECORDS; NONCOMPLIANCE.
a. 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
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shall immediately notify the PROVIDER of the request, and the PROVIDER must provide
the records to the CITY or allow the records to be inspected or copied within a reasonable
time.
b. PROVIDER's failure to comply with the CITY's request for records shall constitute a breach
of this 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.
c. A PROVIDER who fails to provide the public records to the CITY within a reasonable time
may be subject to penalties under s. 119.10.
8.5 CIVIL ACTION.
a. If a civil action is filed against a PROVIDER to compel production of public records relating
to the CITY's contract for services, the court shall assess and award against the PROVIDER the
reasonable costs of enforcement if:
1. The court determines that the PROVIDER unlawfully refused to comply with the public records
request within a reasonable time; and
2. At least 8 business days before filing the action, the plaintiff provided written notice of the public
records request, including a statement that the PROVIDER has not complied with the request, to
the CITY and to the PROVIDER.
b. A notice complies with subsection (a)(2) if it is sent to the CITY's custodian of public records
and to the PROVIDER at the PROVIDER's address listed on its contract with the CITY or to the
PROVIDER'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.
c. A PROVIDER who complies with a public records request within 8 business days after the
notice is sent is not liable for the reasonable costs of enforcement.
8.6 IF THE PROVIDER HAS QUESTIONS REGARDING THE APPLICATION OF CHAPTER 119,
FLORIDA STATUTES, TO THE PROVIDER'S DUTY TO PROVIDE PUBLIC RECORDS
RELATING TO THIS AGREEMENT, CONTACT THE CUSTODIAN OF PUBLIC RECORDS AT:
CITY OF MIAMI BEACH
ATTENTION: RAFAEL E. GRANADO, CITY CLERK
1700 CONVENTION CENTER DRIVE
MIAMI BEACH, FLORIDA 33139
E-MAIL: RAFAELGRANADO@MIAMIBEACHFL.GOV
PHONE: 305-673-7411
9. LIMITATION OF CITY'S LIABILITY
The CITY desires to enter into this Contract 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 Contract,
so that its liability for any such breach never exceeds the sum of$2,700.00, less any payments received by
PROVIDER during the Term. PROVIDER hereby expresses its willingness to enter into this Contract with
PROVIDER's recovery from the CITY for any damage action for breach of contract to be limited to a
maximum amount of$2,700.00 less any payments received by PROVIDER during the Term.
Accordingly, and notwithstanding any other term or condition of this Contract, PROVIDER hereby agrees
that the CITY shall not be liable to the PROVIDER for damages in an amount in excess of$2,700.00, less
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any payments received by PROVIDER during the Term 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 section 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.
10. NONDISCRIMINATION
Discrimination Prohibited.
In connection with the performance of the services under this Contract, PROVIDER 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, with respect to a PROVIDER located within the limits of the City of Miami Beach, Florida,
PROVIDER shall comply fully with the 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, and public services on account of actual or perceived race, color, national
origin, religion, sex, intersexuality, gender identity, sexual orientation, marital and familial status, age,
disability, ancestry, height, weight, domestic partner status, labor organization membership, familial
situation, or political affiliation:
11. TERMINATION AND NONCOMPLIANCE
11.1 Termination for Cause. PROVIDER agrees that the CITY, through its City Manager, has the
right to terminate this Contract for cause at any time. The following are grounds for termination for cause:
a. Breach of Contract Provisions. The City of Miami Beach may terminate this Contract upon
PROVIDER failing to fulfill in a timely manner, or otherwise violates, any of the covenants,
agreements, or stipulations to this Agreement.
b. Licensing; Health, Safety or Welfare. CITY may immediately terminate this Contract on an
emergency basis upon: (a)a notification by the Department of Children and Families (DCF)
or local licensing agency or accreditation body actions or inactions of a PROVIDER that pose
an immediate and serious danger to the health, safety, or welfare of children; (b)
PROVIDER's action, or lack of action, which threatens the health, safety or welfare of
children; or(c)revocation of PROVIDER's DCF license.
c. Fraud. The CITY may suspend or terminate PROVIDER from participation in the CMB
Program when it has reasonable cause to believe that PROVIDER has committed fraud.
d. Notice of Termination/Partial Termination. The CITY may terminate this Contract for
cause by sending PROVIDER written notice of termination at least twenty-four (24) hours
prior to termination. The written notice must specifically state the basis of CITY's termination
for cause. If PROVIDER has executed this Contract on behalf of multiple locations and one
or more of the locations is terminated pursuant to this Section 11, then, at the sole discretion
of the City Manager, the CITY may terminate the entire Contract or chose to terminate a
specific location from the scope of the Contract.
11.2 Termination of Contract by PROVIDER. PROVIDER and CITY may agree to terminate this
Contract by mutual consent. PROVIDER may NOT unilaterally terminate this Contract at will. Written notice
of request to terminate must be given at least thirty(30) calendar days before the termination date in order
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for the CITY to support the participant in making alternative arrangements for uninterrupted services for
children served under this Contract. If sufficient notice of termination is not provided, CITY may refuse to
issue the final reimbursement payment to PROVIDER.
12. NOTIFICATION
Information Change Notification. PROVIDER agrees that it will comply with each of the following
notification requirements:
a. Submitting documentation demonstrating temporary closure by the close of business on the first day
that a closing occurs and submitting documentation demonstrating subsequent reopening within two (2)
business days after reopening; and
b. Providing notice and documentation specifying reasons for dismissal of a child participant within
seven (7) calendar days.
13. INDEMNIFICATION
Indemnification. PROVIDER shall be fully liable for and indemnify, defend and hold harmless CITY and
all of their officers, directors, agents, contractors, subcontractors and employees from and against any and
all third-party claims, suits, actions, damages,judgments and costs that arise whether in law or in equity,
from any of the PROVIDER's agents, subcontractors or employees' acts, actions, neglect or omission
during the performance or operations under this Contract or any subsequent modification thereof. This
includes attorney's fees and costs. This indemnification holds whether liability is direct or indirect and
whether damage is to any person or real or personal tangible or intangible property. If PROVIDER is a
state agency or a subdivision thereof, as defined in s. 768.28(2), this section is limited to the extent
permitted by s. 768.28, F.S.
14. MISCELLANEOUS PROVISIONS
14.1 Counterparts; Electronic Signatures. This Contract and any amendments hereto may be
executed in counterparts,each of which shall be an original as against either Party whose signature appears
thereon, but all of which taken together shall constitute but one and the same instrument. An executed
facsimile or electronic scanned signed copy of this Agreement shall have the same force and effect as an
original. The parties shall be entitled to sign and transmit an electronic signature on this Agreement
(whether by facsimile, PDF or other email transmission), which signature shall be binding on the party
whose name is contained therein. Any party providing an electronic signature agrees to promptly execute
and deliver to the other parties an original signed Agreement upon request.
14.2 Severability. If any provision of this Contract is held to be unenforceable by a court of competent
jurisdiction, the remaining terms and conditions remain in full force and effect.
14.3 Amendments. Only authorized attachments, amendments, or supplements to this Contract,
executed by the parties, are authorized or permitted including those specifically incorporated by reference
in this Contract.
14.4 Applicable Law. In its performance of the CMB Program services under the Contract, PROVIDER
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.
14.5 Not Transferrable. This Contract is not transferrable or assignable to another entity. A change in
ownership of the PROVIDER requires execution of a new contract. In the event of a change of ownership,
sale, sale of assets, conveyance of ownership or other transfer of ownership interest, the PROVIDER shall
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notify the CITY no later than 30 calendar days prior to the transfer of ownership.
14.4 Litigation and Venue. CITY and PROVIDER agree that any litigation related to this Contract which
is brought by CITY or PROVIDER will be brought in Miami-Dade County.
15.0 E-VERIFY
15.1 PROVIDER shall comply with Section 448.095, Florida Statutes, "Employment Eligibility" ("E-Verify
Statute"), as may be amended from time to time. Pursuant to the E-Verify Statute, commencing on
January 1, 2021, PROVIDER shall register with and use the E-Verify system to verify the work
authorization status of all newly hired employees during the term of the Contract. Additionally,
PROVIDER shall expressly require any subcontractor performing work or providing services
pursuant to the Contract to likewise utilize the U.S. Department of Homeland Security's E-Verify
system to verify the employment eligibility of all new employees hired by the subcontractor during
the Contract term. If PROVIDER enters into a contract with an approved subcontractor, the
subcontractor must provide PROVIDER with an affidavit stating that the subcontractor does not
employ, contract with, or subcontract with an unauthorized alien. PROVIDER shall maintain a copy
of such affidavit for the duration of the Contract or such other extended period as may be required
under this Contract.
15.2 Termination Rights.
a. If the CITY has a good faith belief that PROVIDER has knowingly violated Section 448.09(1),
Florida Statutes, the CITY shall terminate this Contract with PROVIDER for cause, and the
CITY shall thereafter have or owe no further obligation or liability to PROVIDER.
b. If the CITY has a good faith belief that a subcontractor has knowingly violated the foregoing
Subsection 15.1, but the PROVIDER otherwise complied with such subsection, the City will
promptly notify the PROVIDER and order the PROVIDER to immediately terminate the
Contract with the subcontractor. PROVIDER's failure to terminate a subcontract shall be an
event of default under this Contract,entitling CITY to terminate the PROVIDER's contract for
cause.
c. A contract terminated under the foregoing Subsection 15.2(a) or 15.2(b) is not in breach of
contract and may not be considered as such.
d. The CITY or PROVIDER or a subcontractor may file an action with the Circuit or County
Court to challenge a termination under the foregoing Subsection 15.2(a) or 15.2(b) no later
than 20 calendar days after the date on which the contract was terminated.
e. If the CITY terminates the Contract with PROVIDER under the foregoing Subsection 15.2(a),
PROVIDER may not be awarded a public contract for at least 1 year after the date of
termination of this Contract.
f. PROVIDER is liable for any additional costs incurred by the CITY as a result of the
termination of this Contract under this Section 15.
16. EXECUTION OF CONTRACT
PROVIDER has caused this Contract to be executed as of the date set forth in Subsection 1.1. By
DocuSign Envelope ID:F03B8838-6874-43C5-9DD5-4D394A3CE3CD
signing below, PROVIDER hereby certifies that PROVIDER has read and understood this Contract.
PROVIDER certifies that all information provided is true and correct and agrees that noncompliance with
the requirements of the CMB Program, which include the requirements of this Contract, and all Exhibits
and authorized attachments, shall result in withholding of funds, or termination of this Contract at the
discretion of CITY.
Warranty of Authority. Each person signing this contract warrants that he or she is duly
authorized to do so and to bind the respective party to the contract.
THE REMAINDER OF THIS PAGE IS INTENTIONALLY LEFT BLANK
DocuSign Envelope ID:F03B8838-6874-43C5-9DD5-4D394A3CE3CD
FOR PROVIDER:
,-DocuSlgned by:
Vivian Lopez
kA Lori
..Sig P
,cresidentNice President/ Print Name
Secretary/Officer/Owner/Principallor Other
Authorized Representative
ZIBy Electronic Signature
president 2/19/2021 I 12:42 PM EST
Title Date
Provider's Additional Signatory Print Name
(if required by the Provider)
❑By Electronic Signature
•
Title Date
Provider's Additional Signatory Print Name
(if required by the Provider)
❑By Electronic Signature
Title Date
FOR CITY OF MIAMI BEACH, FLORIDA:
p-DocuSigned by: t-DS
Q L ?1i Raul J. Aguila
Authorized CITY Print Name
Representative
❑By Electronic Signature
Interim City Manager 2/19/2021 I 9:32 PM EST
Title Date APPROVED AS TO
FORM &LANGUAGE
& FOR EXECUTION
City Attomee Date
DocuSign Envelope ID:F03B8838-6874-43C5-9DD5-4D394A3CE3CD
Exhibit 1: Provider Location List
Provider Legal Name: Vivis Child Care Inc.
(doing business as) Vivi's Child Care, Inc.
If PROVIDER is executing this Contract on behalf of one physical location, mark this Exhibit"Not
Applicable" in the box below.
El Not Applicable
If PROVIDER is a school district executing a single Contract on behalf of multiple public school PK
Education Program providers or if PROVIDER is executing a single Contract on behalf of multiple
private PK Education Program sites, PROVIDER shall complete a Provider Location List in a table
format with the following columns:
A. Location Legal Name
a Doing Business as Name (if applicable)
C. Physical Address
D. Employer Identification Number(EIN)
E. Department of Children and Families Number(DCF)
F. School Year(Y/N)
G. Official Use Only(for CITY use)