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Junior Achievement of Greater Miami, Inc., for Youth Services Agreement~4O ~- ~ 6 S'~'s- PROFESIONAL SERVICES AGREEMENT BETWEEN THE CITY OF MIAMI BEACH, FLORIDA AND JUNIOR ACHIEVEMENT OF GREATER MIAMI, INC. FOR YOUTH SERVICES RELATED TO THE CITY'S SERVICE PARTNERSHIP INITIATIVE THIS AGREEMENT made and entered into this 1st day of December, 2007, by and between the CITY OF MIAMI BEACH, FLORIDA (hereinafter referred to as City), having its principal offices at 1700 Convention Center Drive, Miami Beach, Florida, 33139, and JUNIOR ACHIEVEMENT OF GREATER MIAMI, INC., a Florida Corporation, (hereinafter referred to as Contractor), whose address is 9190 Biscayne Boulevard, Suite 202, Miami Shores, Florida, 33138. SECTION 1 1.1 DEFINITIONS Agreement: This Agreement between the City and Contractor, and any exhibits and/or attachments hereto. City Manager: The Chief Administrative Officer of the City. Contractor: For the purposes of this Agreement, Contractor shall be deemed to be an independent contractor, and not an agent or employee of the City. Services: All services, work and actions by the Contractor performed pursuant to or undertaken under this Agreement, as described in Section 2 and Exhibit "A" hereto. Fee (Compensation): Amount paid to the Contractor to cover the costs of the Services. Risk Manager: The Risk Manager of the City, with offices at 1700 Convention Center Drive, Third Floor, Miami Beach, Florida 33139, telephone number (305) 673-7000, Ext. 6435, and fax number (305) 673-7023. 1 SECTION 2 SCOPE OF WORK (SERVICES) The Contractor will provide entrepreneurship training for up to thirty (30) youths in accordance with The Children's Trust Miami Beach Service Partnership Grant, dated December 1, 2007. The scope of work to be performed by Contractor is further detailed in Exhibit "A," entitled "Scope of Services." The Contractor shall report to the City of Miami Beach, Neighborhood Services Department, Office of Community Services, Division Director. SECTION 3 COMPENSATION 3.1 FIXED FEE Contractor shall be compensated for the Services, as set forth in Section 2 and Exhibit "A", at Three Hundred and Thirty-Three Dollars and Thirty-Three Cents ($333.33) per youth (for up to thirty (30) youths). Contractor's compensation shall be further subject to and conditioned upon all or any portion of the Services to be provided herein being allowable and within the Scope of Services delineated in Exhibit "A". Notwithstanding the preceding, Contractor's total compensation during the term of this Agreement shall not exceed the maximum allowable sum of ten thousand dollars ($10,000). 3.2 INVOICING Contractor shall submit monthly invoices, a Monthly Progress Report, and accompanying Monthly Progress Submissions Checklist & Summary Form, as set forth in Exhibit "B", which includes 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 L. Ruiz, Division Director, Office of Community Services, 1700 Convention Center Drive, Miami Beach, Florida, 33139. 3.3 METHOD OF PAYMENT Payments shall be made within thirty (30) days of the date of invoice, in a manner satisfactory to and as approved and received by the City Manager and/or his designee, who shall be the Division Director, Office of Community Services. 2 SECTION 4 GENERAL PROVISIONS 4.1 RESPONSIBILITY OF THE CONTRACTOR With respect to the performance of the Services, the Contractor shall exercise that degree of skill, care, efficiency and diligence normally exercised by recognized professionals with respect to the performance of comparable services. In its performance of the Services, the Contractor shall comply with all applicable laws, ordinances, and regulations of the City, Miami-Dade County, the State of Florida, and the federal government, as applicable. 4.2 PUBLIC ENTITY CRIMES A State of Florida Form PUR 7068, Sworn Statement under Section 287.133(3)(a) Florida Statute on Public Entity Crimes shall be filed with the City's Procurement Division, prior to commencement of the Services herein. 4.3 DURATION AND EXTENT OF AGREEMENT (TERM) The term of this Agreement shall commence upon execution of this Agreement by all parties hereto, and shall terminate on May 31, 2008. 4.4 TIME OF COMPLETION The Services to be rendered by the Contractor shall be commenced upon receipt of a written Notice to Proceed from the City subsequent to execution of the Agreement by the parties, and shall be completed no later than May 31, 2008. 4.5 INDEMNIFICATION Contractor agrees to indemnify and hold harmless the City of Miami Beach and its officers, employees and agents, from and against any and all actions, claims, liabilities, losses, and expenses, including, but not limited to, attorneys' fees, for personal, economic or bodily injury, wrongful death, loss of or damage to property, at law or in equity, which may arise or be alleged to have arisen from the negligent acts, errors, omissions or other wrongful conduct of the Contractor, its employees, agents, sub-consultants, or any other person or entity acting under Consultant's control, in connection with the Contractor's performance of the Services pursuant to this Agreement; and to that extent, the Contractor shall pay all such claims and losses and shall pay all such costs and judgments which may issue from any lawsuit arising from such claims and losses, and shall pay all costs and attorneys' fees expended by the City in the defense of such claims and losses, including appeals. The Contractor's obligation under this Subsection shall not include the obligation to indemnify the City of Miami Beach and its officers, employees and agents, from and 3 against any actions or claims which arise or are alleged to have arisen from negligent acts or omissions or other wrongful conduct of the City and its officers, employees and agents. The parties each agree to give the other party prompt notice of any claim coming to its knowledge that in any way directly or indirectly affects the other party. 4.6 TERMINATION. SUSPENSION AND SANCTIONS 4.6.1 Termination for Cause If the Contractor shall fail to fulfill in a timely manner, or otherwise violate any of the covenants, agreements, or stipulations material to this Agreement, the City shall thereupon have the right to terminate the Services then remaining to be performed. Prior to exercising its option to terminate for cause, the City shall notify the Contractor of its violation of the particular terms of this Agreement and shall grant Contractor seven (7) days to cure such default. If such default remains uncured after seven (7) days, the City, upon three (3) days' notice to Contractor, may terminate this Agreement and the City shall be fully discharged from any and all liabilities, duties and terms arising out of/or by virtue of this Agreement. Notwithstanding the above, the Contractor shall not be relieved of liability to the City for damages sustained by the City by any breach of the Agreement by the Contractor. The City, at its sole option and discretion, shall additionally be entitled to bring any and all legal/equitable actions that it deems to be in its best interest in order to enforce the City's right and remedies against the defaulting party. The City shall be entitled to recover all costs of such actions, including reasonable attorneys' fees. To the extent allowed by law, the defaulting party waives its right to jury trial and its right to bring permissive counter claims against the City in any such action. 4.6.2 Termination for Convenience of City NOTWITHSTANDING SECTION 4.6.1, THE CITY MAY ALSO, FOR ITS CONVENIENCE AND WITHOUT CAUSE, TERMINATE THIS AGREEMENT AT ANY TIME DURING THE TERM HEREOF BY GIVING WRITTEN NOTICE TO CONSULTANT OF SUCH TERMINATION, WHICH SHALL BECOME EFFECTIVE SEVEN (7) DAYS FOLLOWING RECEIPT BY THE CONSULTANT OF THE WRITTEN TERMINATION NOTICE. IN THAT EVENT, ANY FINISHED OR UNFINISHED DOCUMENTS AND OTHER MATERIALS PREPARED AND OR OTHERWISE COMPILED BY CONSULTANT PURSUANT TO ITS PROVISION OF THE SERVICES CONTEMPLATED IN SECTION 2 AND IN EXHIBIT "A", SHALL BE PROMPTLY ASSEMBLED AND DELIVERED TO THE CITY, AT 4 CONSULTANT'S SOLE COST AND EXPENSE. IF THE AGREEMENT IS TERMINATED BY THE CITY AS PROVIDED IN THIS SUBSECTION, CONSULTANT SHALL BE PAID FOR ANY SERVICES SATISFACTORILY PERFORMED, AS DETERMINED BY THE CITY AT ITS SOLE DISCERTION, UP TO THE DATE OF TERMINATION; PROVIDED, HOWEVER, THAT AS A CONDITION PRECEDENT TO SUCH PAYMENT, CONSULTANT SHALL HAVE DELIVERED ANY AND ALL DOCUMENTS, MATERIALS, ETC, TO CITY, AS REQUIRED HEREIN. 4.6.3 Termination for Insolvency The City also reserves the right to terminate the remaining Services to be performed in the event the Contractor is placed either in voluntary or involuntary bankruptcy or makes an assignment for the benefit of creditors. In such event, the right and obligations for the parties shall be the same as provided for in Section 4.6.2. 4.6.4 Sanctions for Noncompliance with Nondiscrimination Provisions In the event of the Contractor's noncompliance with the nondiscrimination provisions of this Agreement, as applicable, the City shall impose such sanctions as the City or the State of Florida may determine to be appropriate, including but not limited to, withholding of payments to the Contractor under the Agreement until the Contractor complies and/or cancellation, termination or suspension of the Services and/or the Agreement. In the event the City cancels or terminates the Services and/or the Agreement pursuant to this Subsection the rights and obligations of the parties shall be the same as provided in Section 4.6.2. 4.7 CHANGES AND ADDITIONS Any changes and additions to the terms of this Agreement shall be by a written amendment, signed by the duly authorized representatives of the City and Contractor. No alteration, change, or modification of the terms of this Agreement shall be valid unless amended in writing, signed by the parties hereto, and approved by the City. 4.8 OWNERSHIP OF DOCUMENTS Any changes and additions to the terms of this Agreement shall be by a written amendment, signed by the duly authorized representatives of the City and Contractor. No alteration, change, or modification of the terms of this Agreement shall be valid unless amended in writing, signed by the parties hereto, and approved by the City. 4.9 AUDIT AND INSPECTIONS Upon 24-hour's written notice, the City Manager (on behalf of the City) and/or such authorized representatives as the City Manager may deem to act on the City's behalf, may, during Contractor's normal business hours, audit, examine and make audits of all contracts, invoices, materials, payrolls, records of personnel, conditions of employment, and any and all other data and/or records and/or documents relating to all matters covered by this Agreement. Contractor shall maintain any and all such records, as necessary to document compliance with the provisions of this Agreement. 4.10 ACCESS TO RECORDS Contractor agrees to allow access during normal business hours to all records including, without limitation, Contractor's financial records, to the City and/or its authorized representatives, and agrees to provide such assistance as may be necessary to facilitate audit by the City and/or its representatives, when and as the City Manager, in his sole and reasonable discretion, may deem necessary to ensure compliance with the provisions of this Agreement including, without limitation, as they pertain to any financial audits (with applicable accounting and financial standards). Contractor shall allow access during normal business hours to any and all records, forms, files, and documents which have been generated in performance of this Agreement, by the City and/or its authorized representatives. 4.11 INSURANCE REQUIREMENTS The Contractor shall not commence any work and/or Services pursuant to this Agreement until all insurance required under this Section has been obtained and such insurance has been reviewed and approved by the City's Risk Manager. Contractor shall maintain and carry in full force during the term of this Agreement the following insurance: 1. Contractor General Liability, in the amount of $1,000,000. 2. Contractor Professional Liability, in the amount of $200,000. 3. Workers Compensation & Employers Liability, as required pursuant to Florida Statutes. All insurance required hereunder must be furnished by insurance companies authorized to do business in the State of Florida. Original certificates of insurance for the above coverage must be submitted to the City's Risk Manager at the Office of the Risk Manager of the City of Miami Beach, 1700 Convention Center Drive, Miami Beach, Florida 33139. The Contractor is solely responsible for obtaining and submitting all insurance certificates for its sub-contractors. 6 All insurance policies must be issued by companies authorized to do business under the laws of the State of Florida. The companies must be rated no less than "B+" as to management and not less than "Class VI" as to strength by the latest edition of Best's Insurance Guide, published by A.M. Best Company, Oldwick, New Jersey, or its equivalent. Compliance with the foregoing requirements shall not relieve the Contractor of the liabilities and obligations under this Section or under any other portion of this Agreement, and the City shall have the right to obtain from the Contractor specimen copies of the insurance policies in the event that submitted certificates of insurance are inadequate to ascertain compliance with required overage. All of Contractor's certificates, as required in this Section 4.11, shall contain endorsements providing that written notice shall be given to the City at least thirty (30) days prior to termination, cancellation or reduction in coverage in the policy. The Contractor shall not commence any work and/or Services pursuant to this Agreement until the City's Risk Manager has received, reviewed and approved, in writing, certificates of insurance showing that the requirements of this Section (in its entirety) have been met and provided for. 4.12 ASSIGNMENT, TRANSFER OR SUBCONTRACTING The Contractor shall not subcontract, assign, or transfer any work under this Agreement without the prior written consent of the City Manager which consent, if granted at all, shall be at the Manager's sole and absolute discretion. 4.13 SUB-CONTRACTORS The Contractor shall be liable for Contractor's services, responsibilities and liabilities under this Agreement, and the services, responsibilities and liabilities of sub-contractors, and any other person or entity acting under the direction or control of Contractor. When the term "Contractor" is used in this Agreement, it shall be deemed to include any sub-contractors and any other person or entity acting under the direction or control of Contractor. All sub-contractors must be approved, in writing by the City Manager, or his designee, prior to their engagement by Contractor (which approval, if granted at all, shall be at the Manager's sole discretion and judgment). 4.14 EQUAL EMPLOYMENT OPPORTUNITY In connection with the performance of this Agreement, the Contractor shall not discriminate against any employee or applicant for employment because of race, color, religion, ancestry, sex, age, and national origin, place of birth, marital status, or physical handicap. The Contractor shall take affirmative action to ensure that applicants are employed and that employees are treated during their 7 employment without regard to their race, color, religion, ancestry, sex, age, national origin, place of birth, marital status, disability, or sexual orientation, as applicable. 4.15 NO CONFLICT OF INTEREST The Contractor agrees to adhere to and be governed by the Metropolitan Miami-Dade County Conflict of Interest Ordinance, as same may be amended from time to time; and by City of Miami Beach Code, as same may be amended from time to time. The Contractor covenants that it presently has no interest and shall not acquire any interest, direct or indirectly which should conflict in any manner or degree with the performance of the Services. The Contractor further covenants that in the performance of this Agreement, no person having any such interest shall knowingly be employed by the Consultant. No member of or delegate to the Congress of the United States shall be admitted to any share or part of this Agreement or to any benefits arising there from. 4.16 PATENT RIGHTS; COPYRIGHTS; CONFIDENTIAL FINDINGS Any patentable result arising out of this Agreement, as well as all information, design specifications, processes, data and findings, shall be made available in perpetuity to the City, for public use. No reports, other documents, articles or devices produced in whole or in part under this Agreement shall be the subject of any application for copyright or patent by or on behalf of the Contractor or its employees or subcontractors. 4.17 NOTICES All notices and communications relating to the day-to-day activities shall be exchanged between a project manager appointed by the Contractor and the program coordinator designated by the City Manager, who shall be Neighborhood Services Department, Office of Community Services, Division Director. The Contractor's project manager shall be designated following execution of this Agreement by the parties and prior to commencement of the Services. All other notices and communications in writing required or permitted hereunder may be delivered personally to the representatives of the Contractor and the City listed below or may be mailed by registered mail. Until changed by notice in writing, all such notices and communications shall be addressed as follows: 8 TO CONTRACTOR: Junior Achievement of Greater Miami, Inc. Attn: Catherine Haga, President 9190 Biscayne Boulevard, Suite 202 Miami Shores, Florida 33138 (305)751-9200 TO CITY: City of Miami Beach Office of Community Services Attn: Maria L. Ruiz, Director 1700 Convention Center Drive Miami Beach, Florida 33139 (305) 673-7491 4.18 LITIGATION JURISDICTIONNENUE This Agreement shall be governed by, and construed in accordance with, the laws of the State of Florida, both substantive and remedial, without regard to principles of conflict of laws. The exclusive venue for any litigation arising out of the Agreement shall be Miami-Dade County, Florida, if in State court, and the U.S. District Court, Southern District of Florida, if in federal court. BY ENTERING INTO THIS AGREEMENT, EXPRESSLY WAIVE ANY RIGHTS EITHER PARTY JURY OR ANY CIVIL LITIGATION RELATED TO, AGREEMENT. 4.19 ENTIRETY OF AGREEMENT CONTRACTOR AND CITY MAY HAVE TO A TRIAL BY OR ARISING OUT OF, THIS 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 superceded hereby. 4.20 LIMITATION OF CITY'S LIABILITY The City desires to enter into this Agreement only if in so doing the City can place a limit on the City's liability for any cause of action for money damages due to an alleged breach by the City of this Agreement, so that its liability for any such breach never exceeds the sum of $1,000. Contractor hereby expresses its willingness to enter into this Agreement with Consultant's recovery from the City for any damage action for breach of contract to be limited to a maximum amount of $1,000. 9 Accordingly, and notwithstanding any other term or condition of this Agreement, Contractor hereby agrees that the City shall not be liable to the Contractor for damages in an amount in excess of $1,000 for any action or claim for breach of contract arising out of the performance or non-performance of any obligations imposed upon the City by this Agreement. Nothing contained in this paragraph or elsewhere in this Agreement is in any way intended to be a waiver of the limitation placed upon the City's liability as set forth in Section 768.28, Florida Statutes. [REMAINDER OF THIS PAGE LEFT INTENTIONALLY BLANK] 10 IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed by their appropriate officials, as of the date first entered above. FOR CITY: ATTEST: By: ~rP- City Clerk Robert Parcher FOR CONTRACTOR: ATTEST: By: Secretary ~yba-I~c~ 12a~ r~G1 ~,~ Print Name Corporate Seal CITY OF MIAMI BEACH, FLORIDA Mayor Matti Herrera Bower Junior Achievement of Greater Miami, Inc., A Florida Corporation By: President ~~+h~e~~ ~~ ~~~ Print Name APPROVED AS TO FORM ~ LANGUAGE ~ FOR EXECUTION ~9~07 - Date 11 EXHIBIT "A" SCOPE OF SERVICES The Contractor agrees to provide the following services. ~ ~ Service ~ Documentation of Service Entrepreneurship Training -~ Completed Training Attendance Sheets and copies of certificates issued t__o participants attached The Contractor agrees that its Partner Performance Rating, the score awarded for performance on the following measures, will be posted on the City's website: • Timely and accurate submission of monthly, quarterly and annual progress report • Timely and accurate submissions of financial reports • Delivery of contracted service units • Promotion of the Miami Beach Service Partnership • Attendance at Miami Beach Service Partnership Governing Board and related City committee(s) meetings In addition, the Contractor agrees to allow the City to post a link to the Contractor's home website as well as enable a link from the Contractor's website to the City's website. Service Deliverables ~~ Service Unit of Service Service Location _.__ Entrepreneurship Training Up to 54 hours for each of up to 30 outh Miami Beach Senior High School The Contractor further agrees to address the following agency issues that were identified via the Agency Evaluation conducted by Dr. Martell Teasley of Florida State University and delineated in the report, "Evaluation for Participation in Success University: Miami Beach Service Partnership," dated October 2007. These include: • Develop methods for tracking long-term client outcomes • Establishing a greater focus on experimental research designs 12 EXHIBIT "B" INVOICING The Contractor agrees to provide the invoicing and services documentation as indicated in the Monthly Progress Report and Monthly Progress Submissions Checklist & Summary Form, as attached to this Exhibit. 13 m P,i',I,~r~",..BEACH Miami Beach Success University Initiative Monthly Progress Report Grant Number: Reporting Period: ^ December 2007 ^ January 2008 ^ February 2008 ^ March 2008 ^ April 2008 ^ May 2008 ^ dune 2008 Sub-grantee Organization: Project Director: Telephone: Reporting Date: Person Submitting Report: Title: Signature: Title: E-Mail: Population Served Population & Quantity Served: Population Check all that apply. Utilize attendance rosters and sign-in sheets as data source. ^ Youth ^ t arents ^ Extended Family ^ Others ^ Staff Allocated Budget: $ Year-To Date Spent: $ Remaining Balance: $ Current Year- Projected Month to- Date Financial Summary Current Month reimbursement Request: Services Summary Services Provided: Services Check all that apply. Utilize attendance rosters, sign-in sheets and reporting farms as data source ^ Intakes/Assessments ^ Famiiy Team Conferencing ^ 7 Habits for Youth ^ 7 Habits for Families ^ MB Helpers Training ^ Entrepreneurship Training ^ Tutoring ^ Community Service ^ Transportation ^ Meals ^ Programmatic Management ^ Other Units Provided Miami Beach Success University Initiative Monthly Progress Submissions Checklist & Summary Grant Number: Reporting Period: ^ December 2007 ^ January 2008 ^ February 2008 ^ March 2008 ^ April 200$ ^ May 2008 ^ June 2008 Sub-grantee Organization: Project Director: Telephone: Reporting Date: Person Submitting Report: Title: Signature: Title: E-Mail: Back-Up Documents Submitted f lease include copies of pertinent documents and attach to your report/reimbursement request. ^ Case Contacts ^ Family Team Conferencing Contracts ^ Payroll Records ^ Pre-tests/Initial Surveys ^ Post-tests/Closing Surveys ^ Purchase Receipts ^ School Data (attendance/Grade Point Average/disciplinary referrals) ^ Sign-in Sheets/Attendance Records ^ Other ^ Other ^ Other Summa i'Iease provide a narrative summarizing your organization "s ettoris, concerns and programmatic observations tc reporting month. 8e proactive in identifying areas that went well as well as others that fell short of expectations.