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1To: From: DATE: SUBJECT: BACKGROUND: ACCOUNT: CITY OF SOUTH MIAMI OFFICE OF THE CITY MANAGER INTER-OFFICE MEMORANDUM The Honorable Mayor & Members of the City Commission South Miami bO,_ ~TP 2001 Hector Mirabile, PhD, City Manager /;/ I October 26, 2012 ! Agenda Item No.:L A Resolution authorizing the City Manager to enter into a Memorandum of Understanding (MOU) with Will Tutor U, LLC to provide FCAT tutoring services. Will Tutor U provides inclusive all around tutoring for students of all levels and abilities. They assist students improve their grades, test scores and become more proficient and successful learners. The City of South Miami Parks and Recreation Department has solicited their services to provide tutoring for FCAT testing which will take place in March 2013. ATTACHMENTS: Resolution for approval 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 29 30 31 32 33 34 35 36 37 38 39 40 41 RESOLUTION NO.: ________ _ A Resolution authorizing the City Manager to enter into a Memorandum of Understanding (MOU) with Will Tutor U, LLC to provide FCAT tutoring services. WHEREAS, Will Tutor U, LLC provides FCAT test preparations to be located at the Mobley Building in Suite 2; and, WHEREAS, Will Tutor U, LLC will provide all supplies and equipment to operate all phases of the FCA T tutoring services and, WHEREAS, the City of South Miami Parks and Recreation Department will provide the space, tables and chairs. NOW, THEREFORE, BE IT RESOLVED BY THE MAYOR AND CITY COMMISSION OF THE CITY OF SOUTH MIAMI, FLORIDA THAT: Section I. The City Manager is hereby authorized to enter into the attached Memorandum of Understanding to permit the Will Tutor U, LLC as part of the Parks and Recreation Program/Service offerings. Section 2. This Resolution shall take effect immediately upon adoption. PASSED AND ADOPTED this, __________ 2012. ATTEST: CITY CLERK READ AND APPROVED AS TO FORM, LANGUAGE, LEGALITY AND EXECUTION THEREOF: CITY ATTORNEY APPROVED: MAYOR COMMISSION VOTE: Mayor Stoddard: Vice Mayor Liebman: Commissioner Newman: Commissioner Harris: Commissioner Welsh: iLL OR .GOM Memorandum of Understanding PARTIES: This Memorandum of Understanding (M.O.U.) is to establish details of an agreement between the Will Tutor U, LLC (WTU) located at P.O. Box 611782 Miami, FL 33261 (786/309-4558, office) and City of South Miami located at 6130 Sunset Drive, South Miami, FL 33143 (305/663-6338, office). The parties agree as follows: AFFECTED PREMISES: 5825 SW 68th Street, Suite 2, South Miami, FL 33143 USE OF PREMISES: Will Tutor U, LLC shall use a meeting space located at 5825 SW 68th Street, Suite 2, South Miami, FL 33143 to deliver its FCAT program Academic FCAT Prep Program which focuses on preparing students for their FCAT Math, Reading and/or Science standardized testing by improving study habits, time management skills and developing methods to reduce anxiety. The classes will utilize sample FCAT tests with review questions in combination with a step by step approach to developing comprehension strategies. We review students' past performance on tests to identify weakness and focus on improving these areas. This program will serve approximately 20 students twice a week from 5:00pm-6:00pm. The classes will be separated by students' grade level (elementary, middle and high school). A site manager will oversee daily curriculum and operation at the site. Eligible participants must be enrolled student of public schools. The target group will be recruited from the City of South Miami. Will Tutor U, LLC will be responsible for operation of the program, including staffing, curriculum delivery, participant and staff payroll processing and all communications. In addition, Will Tutor U, LLC will ensure all staff is in compliance by providing proof that staff has completed and passed a level II background check for any staff that will be in contact with children. The City of South Miami will be responsible for recruitment along with the help of WTU. It will be essential for both parties to recruit for this program to be a success. TERM: The agreement term will begin on January 28, 2013 and will terminate on March 31, 2013. AGREEMENT PAYMENTS: Will Tutor U, LLC will not be required to pay any rental expenses while housed at this location. Any expenses such as office supplies and copy paper shall be the financial responsibility of Will Tutor U, LLC. In addition, any other incurred expenses that are a direct cause of FCAT Prep Program will also be incurred by Will Tutor U, LLC. PROPERTY AND PARTICIPANT INSURANCE: City of South Miami and Will Tutor U, LLC shall each be responsible to maintain appropriate insurance that meets the City'S insurance requirements that are attached as Exhibit A to this MOU for their respective interest in the premises and property located on site. Will Tutor U, LLC further agrees to maintain Will Tutor U, LLC P.O. Box 611782 Miami, FL 33261 P: 786.309.4558 insurance on the participants of the FeAT Prep Program. Will Tutor U, LLC shall indemnify and hold harmless City of South Miami for any injury or claim made which arises out of the use of the premises by, and/or operation of, Will Tutor U, LLC's program. LEVEL II SCREENING: All individuals who will be involved in the program and/or who will be in close proximity to children while on City property shall have and pass level II background screening in accordance with the laws of the State of Florida. Will Tutor U, LLC shall provide the City with a certificate from the appropriate agency attesting to the fact that all such individuals have passed level II background screening. KEYS: Will Tutor U, LLC will not be given keys to access the meeting space from which the program will be operating. MAINTENANCE: City of South Miami shall have the responsibility to maintain the premises in good repair at all times and perform all repairs necessary to satisfy any implied warranty of habitability. Will Tutor U, LLC will ensure that inside areas utilized by the FeAT Prep Program will remain in good repair and acceptable appearance. UTILITIES, SERVICES, AND EQUIPMENT: Will Tutor U, LLC will be responsible for phone access via site manger cell phone or other acceptable method as determined by Will Tutor U, LLC for use by FeAT Prep Program. Will Tutor U, LLC will not be responsible for basic utilities (water, electricity etc.) for the premises. City of South Miami agrees to lend Will Tutor U, LLC the following: chairs, tables and large visible dry erase board Will Tutor U, LLC will be responsible for maintaining in good repair all furniture that will be borrowed for operational use from City of South Miami. WILL TUTOR U, LLC By: _________ _ William Hall, Mgr. ATTESTED: By: __________ __ Maria M. Menendez, CMC City Clerk Read and Approved as to Form, Language, Legality and Execution thereof: By: _________________ __ Thomas F. Pepe, Esq. City Attorney OWNER: CITY OF SOUTH MIAMI By: ______________________ __ Hector Mirabile, Ph.D. City Manager ~'tt HISCOX HISCOX INSURANCE COMPANY INC. (A Stock Company) 233 North Michigan Avenue, Suite 1840 Chicago Illinois 60601 Certificate of Commercial General Liability Insurance This certificate is issued for informational purposes only_ It certifies that the policies listed in this document have been issued to the Named Insured. It does not grant any rights to any party nor can it be used, in any way, to modify coverage provided by such policies. Alteration of this certificate does not change the terms, exclusions or conditions of such policies. Coverage is subject to the provisions of the policies, including any exclusions or conditions, regardless of the provisions of any other contract, such as between the certificate holder and the Named Insured. The limits shown below are the limits provided at the policy inception. Subsequent paid claims may reduce these limits. Named Insured: Insurer Name: Policy Number: Type of Coverage: Policy Effective Date: Limits of Insurance Each Occurrence: Will Tutor U LLC Hiscox Insurance Company Inc. UDC-1306260-CGL-12 Occurrence November 23, 2012 Policy Expiration Date: $ 1,000,000 Damage to Premises Rented to You: $ 100,000 Anyone premises Medical Expense: $ 5,000 Anyone person Personal & Advertising Injury: $ 1,000,000 General Aggregate: $ 2,000,000 I November 23, 2013 Products/Completed Operations Aggregate: Products-completed operations are subject to the General Aggregate Limit General Aggregate Limit applies per: Description of Endorsements/Special Provisions I Not applicable Additional Insured Status ~ Certificate holder maintains Additional Insured Status if this boxed checked. This certificate does not grant any coverage or rights to the certificate holder. If this certificate indicates that the certificate holder is an additional insured, the policy(ies) must either be endorsed or contain spe-cific language providing the certificate holder with additional insured status. The certificate holder is an additional insured only to the extent indicated in such policy language or endorsement. Cancellation In the event of cancellation of any policy described above, the insurer will attempt to mail 10 days written notice to the certificate holder prior to the effective date of cancellation. However, failure to do so will not impose any duty or liability upon the insurer, its agents or representatives, nor will it delay cancellation. CG DS 010110 Includes copyrighted material of Insurance Services Office, Inc., with its permission. © ISO Properties, Inc., 2000 Page 2 .,tfD HISCOX Hiscox Insurance Company Inc. Policy Number: UDC-1306260-CGL-12 Named Insured: Will Tutor U LLC Endorsement Number: 13 Endorsement Effective: November 23,2012 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. ADDITIONAL INSURED -DESIGNATED PERSON OR ORGANIZATION This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART SCHEDULE Name Of Additional Insured Person(s) Or Organization(s) The City of South Miami 5800 SW 66th St Miami,FL 33143 Information required to complete this Schedule, if not shown above, will be shown in the Declarations. Section II -Who Is An Insured is amended to in- clude as an additional insured the person(s) or organi- zation(s) shown in the Schedule, but only with respect to liability for "bodily injury", "property damage" or "personal and advertising injury" caused, in whole or in part, by your acts or omissions or the acts or omis- sions of those acting on your behalf: A. In the performance of your ongoing operations; or B. In connection with your premises owned by or rented to you. CG 20 26 07 04 © ISO Properties, Inc., 2004 Page 1 of 1 Insurance and Indemnification I. Insurance and Indemnification Without limiting its liability, the proposing firm shall be required to procure and maintain at its own expense during the life of the Contract, insurance of the types and in the minimum amounts stated below as will protect the proposing firm, from claims which may arise out of or result from the proposing firm's execution of a contract with the City of South Miami for Performance Based Audits, whether such execution by the firm or by any sub-consultant, or by anyone directly or indirectly employed by any of them or by anyone for whose acts any of them may be liable. The CONTRACTOR/COMPANY shall not commence WORK on this Agreement until he has obtained all insurance required by the City. The CONTRACTOR/COMPANY shall indemnify and save the City harmless from any and all damages, claims, liability, losses and causes of actions of any kind or nature arising out of a negligent error, omission, or act of the CONTRACTOR/COMPANY, its agents, representatives, employees, Sub-Contractor, or assigns, incident to arising out of or resulting from the performance of the CONTRACTOR/COMPANY'S professional services under this Agreement. The CONTRACTOR/COMPANY shall pay all claims and losses of any kind or nature whatsoever, in connection therewith, including the City's attorney's fees and expenses in the defense of any action in law or equity brought against the City arising from the negligent error, omission, or act of the CONTRACTOR/COMPANY, its agents, representatives, employees, Sub-Contractor, or assigns, incident to, arising out of or resulting from the performance of the CONTRACTOR/COMPANY'S professional services under this Agreement .. The CONTRACTOR/COMPANY agrees and recognizes that the City shall not be held liable or responsible for any claims, including the costs and expenses of defending such claims which may result from or arise out of actions or omissions of the CONTRACTOR/COMPANY, its agents, representatives, employees, Sub-Contractors, sub-contractors, or assigns. In reviewing, approving or rejecting any submissions or acts of the CONTRACTOR/COMPANY, the City in no way assumes or shares responsibility or liability of the CONTRACTOR/COMPANYS, Sub-Contractors, their agents or assigns. The CONTRACTOR/COMPANY shall maintain during the term of this Agreement the following insurance: A. Professional Liability Insurance on a Florida approved form in the amount of $1,000,000 with deductible per claim if any, not to exceed 5% of the limit of liability providing for all sums which the CONTRACTOR/COMPANY shall become legally obligated to pay as damages for claims arising out of the services or work performed by the CONTRACTOR/COMPANY its agents, representatives, Sub- Contractors or assigns, or by any person employed or retained by him in connection with this Agreement. This insurance shall be maintained for four years Insurance and Indemnification July 25,2012 after completion of the construction and acceptance of any Project covered by this Agreement. However, the CONTRACTOR/COMPANY may purchase Specific Project Professional Liability Insurance, in the amount and under the terms specified above, which is also acceptable. B. Comprehensive general liability insurance with broad form endorsement, on a Florida approved form including automobile liability, completed operations and products liability, contractual liability, severability of interest with cross liability provision, and personal injury and property damage liability with limits of $1,000,000 combined single limit per occurrence and $2,000,000 aggregate, including: • Personal Injury: $1,000,000; • Medical Insurance $25,000 per person; • Property Damage: $500,000 each occurrence; • Automobile Liability: $1,000,000 each accident/occurrence. C. Umbrella Commercial General Liability insurance on a Florida approved form with the same coverage as the primary insurance policy but in the amount of $1,000,000 per claim. The City must be named as additional "named" insured for all except Workers' Compensation, and reflect the indemnification and hold harmless provision contained herein. Policy must specify whether it is primary or excess/umbrella coverage. City must receive 10 days advance written notice of any policy modification and 30 days advance written notice of cancellation, including cancellation for non-payment of premiums. All insurance must remain in full force and effect for the duration of the contract period with the City. The CONTRACTOR/COMPANY must provide not only a "certified copy" of the Binder but also the Policy itself with the name, address and phone number of the agent and agency procuring the insurance. D. Workman's Compensation Insurance in compliance with Chapter 440, Florida Statutes, as presently written or hereafter amended. E. The policies shall contain waiver of subrogation against City where applicable, shall expressly provide that such policy or policies are primary over any other collective insurance that City may have. The City reserves the right at any time to request a copy of the required policies for review. All policies shall contain a "severability of interest" or "cross liability" clause without obligation for premium payment of the City. F. All of the above insurance required to be provided by the CONTRACTOR/COMPANY is to be placed with BEST rated A-8 (A-VIII) or Insurance and Indemnification July 25,2012 better insurance companies, qualified to do business under the laws of the State of Florida on approved Florida forms. The CONTRACTOR/COMPANY shall furnish certified copies of all "Binders" or certificates of insurance to the City prior to the commencement of operations, which "Binders" or certificates shall clearly indicate that the CONTRACTOR/COMPANY has obtained insurance in the type, amount, and classification as required for strict compliance with this Section and that no reduction in limits by endorsement during the policy term, or cancellation of this insurance shall be effective without thirty (30) days prior written notice to the CITY. Compliance with the foregoing requirements shall not relieve the CONTRACTOR/COMPANY of his liability and obligations under this Section or under any other portion of this Agreement. CONTRACTOR/COMPANY agrees to supply copies of certificates of insurance to the City verifying the above-mentioned insurance coverage. CONTRACTOR/COMPANY agrees to list City as an Additional Insured of the CONTRACTOR/COMPANY's General liability insurance and shall provide the City quarterly reports concerning any and all claims. Insurance and Indemnification July 25, 20] 2