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Friends of the Bass Museum PSA for IDEA@theBass ? /,o /io 9. o /o -27 Toy c7 -2. PROFESSIONAL SERVICES AGREEMENT BETWEEN THE CITY OF MIAMI BEACH AND FRIENDS OF THE BASS MUSEUM, INC. FOR EXPANSION OF "IDEA @theBass" ARTS EDUCATION PROGRAMS, PURSUANT TO RESOLUTION NO. 2010 -27504 This Professional Services Agreement ( "Agreement ") is entered into this 1st day of October, 2010, between the CITY OF MIAMI BEACH, FLORIDA, a municipal corporation organized and existing under the laws of the State of Florida, having its principal offices at 1700 Convention Center Drive, Miami Beach, Florida, 33139 ( "City "), and FRIENDS OF THE BASS MUSEUM, INC., a not - for - profit corporation whose address is 2121 Park Avenue, Miami Beach, FL 33139 (Consultant). SECTION 1 DEFINITIONS Agreement: This Agreement between the City and Consultant, including any exhibits and amendments thereto. City Manager: The chief administrative officer of the City. Consultant: For the purposes of this Agreement, Consultant 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 Consultant performed or undertaken pursuant to the Agreement. Fee: Amount paid to the Consultant as compensation for 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. SECTION 2 SCOPE OF SERVICES (SERVICES) 2.1 In consideration of the Fee to be paid to Consultant by the City, Consultant shall provide the work and services described in Exhibit "A" hereto (the Services). 2.2 Consultant's Services, and any deliverables incident thereto, shall be completed in accordance with the timeline and /or schedule in Exhibit "A "hereto. 1 SECTION 3 TERM The term of this Agreement (Term) shall commence upon execution of this Agreement by all parties hereto, and shall have an initial term of one (1) year, with two (2) renewal options, to be exercised at the City Manager's sole option and discretion, by providing Consultant with written notice of same no Tess than thirty (30) days prior to the expiration of the initial term. Notwithstanding the Term provided herein, Consultant shall adhere to any specific timelines, . schedules, dates, and /or performance milestones for completion and delivery of the Services, as same is /are set forth in the timeline and /or schedule referenced in Exhibit "A" hereto. SECTION 4 FEE 4.1 In consideration of the Services to be provided, Consultant shall be compensated on a fixed fee basis, in the amount of $50,000. 4.2 [INTENTIONALLY DELETED]. 4.3 25% of the fee will be paid at the end of each quarter, provided that work is completed in accordance with the timeline and /or schedule in Exhibit "A" hereto. 4.2 INVOICING Upon receipt of an acceptable and approved invoice, payment(s) shall be made within thirty (30) days for that portion (or those portions) of the Services satisfactorily rendered (and referenced in the particular invoice). Invoices shall include a detailed description of the Services (or portions thereof) provided, and shall be submitted to the City at the following address: Gary Farmer Cultural Affairs Program Manager City of Miami Beach 1700 Convention Center Drive Miami Beach, FL 33139 (786) 394 -4550 (fax) SECTION 5 2 TERMINATION 5.1 TERMINATION FOR CAUSE If the Consultant shall fail to fulfill in a timely manner, or otherwise violates, any of the covenants, agreements, or stipulations material to this Agreement, the City, through its City Manager, shall thereupon have the right to terminate this Agreement for cause. Prior to exercising its option to terminate for cause, the City shall notify the Consultant of its violation of the particular term(s) of this Agreement, and shall grant Consultant ten (10) days to cure such default. If such default remains uncured after ten (10) days, the City may terminate this Agreement without further notice to Consultant. Upon termination, 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 Consultant shall not be relieved of liability to the City for damages sustained by the City by any breach of the Agreement by the Consultant. The City, at its sole option and discretion, shall 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 Consultant. The City shall be entitled to recover all costs of such actions, including reasonable attorneys' fees. 5.2 TERMINATION FOR CONVENIENCE OF THE CITY THE CITY MAY ALSO, THROUGH ITS CITY MANAGER, AND FOR ITS CONVENIENCE AND WITHOUT CAUSE, TERMINATE THE AGREEMENT AT ANY TIME DURING THE TERM BY GIVING WRITTEN NOTICE TO CONSULTANT OF SUCH TERMINATION; WHICH SHALL BECOME EFFECTIVE WITHIN THIRTY (30) DAYS FOLLOWING RECEIPT BY THE CONSULTANT OF SUCH NOTICE. IF THE AGREEMENT IS TERMINATED FOR CONVENIENCE BY THE CITY, CONSULTANT SHALL BE PAID FOR ANY SERVICES SATISFACTORILY PERFORMED UP TO THE DATE OF TERMINATION; FOLLOWING WHICH THE CITY SHALL BE DISCHARGED FROM ANY AND ALL LIABILITIES, DUTIES, AND TERMS ARISING OUT OF, OR BY VIRTUE OF, THIS AGREEMENT. 5.3 TERMINATION FOR INSOLVENCY The City also reserves the right to terminate the Agreement in the event the Consultant 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 5.2. SECTION 6 INDEMNIFICATION AND INSURANCE REQUIREMENTS 6.1 INDEMNIFICATION Consultant agrees to indemnify and hold harmless the City of Miami Beach and its officers, employees, agents, and contractors, from and against any and all actions (whether at law or in equity), claims, liabilities, losses, and expenses, including, but not limited to, attorneys' 3 fees and costs, for personal, economic or bodily injury, wrongful death, Toss of or damage to property, which may arise or be alleged to have arisen from the negligent acts, errors, omissions or other wrongful conduct of the Consultant, its officers, employees, agents, contractors, or any other person or entity acting under Consultant's control or supervision, in connection with, related to, or as a result of the Consultant's performance of the Services pursuant to this Agreement. To that extent, the Consultant 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 parties agree that one percent (1 %) of the total compensation to Consultant for performance of the Services under this Agreement is the specific consideration from the City to the Consultant for the Consultant's indemnity agreement. The provisions of this Section 6.1 and of this indemnification shall survive termination or expiration of this Agreement. 6.2 INSURANCE REQUIREMENTS The Consultant shall maintain and carry in full force during the Term, the following insurance: 1. Consultant General Liability, in the amount of $1,000,000; 2. Consultant Professional Liability, in the amount of $200,000; and 3. Workers Compensation & Employers Liability, as required pursuant to Florida Statutes. The insurance must be furnished by insurance companies authorized to do business in the State of Florida. All insurance policies must be issued by companies 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. All of Consultant's certificates 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. Original certificates of insurance must be submitted to the City's Risk Manager for approval (prior to any work and /or services commencing) and will be kept on file in the Office of the Risk Manager. The City shall have the right to obtain from the Consultant specimen copies of the insurance policies in the event that submitted certificates of insurance are inadequate to ascertain compliance with required coverage. The Consultant is also solely responsible for obtaining and submitting all insurance certificates for any sub - consultants. Compliance with the foregoing requirements shall not relieve the Consultant of the liabilities and obligations under this Section or under any other portion of this Agreement. The Consultant 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 approved by the City's Risk Manager. SECTION 7 LITIGATION JURISDICTIONNENUE /JURY TRIAL WAIVER 4 This Agreement shall be construed in accordance with the laws of the State of Florida. This Agreement shall be enforceable in Miami -Dade County, Florida, and if legal action is necessary by either party with respect to the enforcement of any or all of the terms or conditions herein, exclusive venue for the enforcement of same shall he in Miami -Dade County, Florida. By entering into this Agreement, Consultant and the City expressly waive any rights either party may have to a trial by jury of any civil litigation related to or arising out of this Agreement. SECTION 8 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 $10,000. Consultant 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 $10,000. Accordingly, and notwithstanding any other term or condition of this Agreement, Consultant hereby agrees that the City shall not be liable to the Consultant for damages in an amount in excess of $10,000 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 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. SECTION 9 [INTENTIONALLY DELETED] SECTION 10 GENERAL PROVISIONS 10.1 AUDIT AND INSPECTIONS Upon reasonable verbal or written notice to Consultant, 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 Manger 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 5 covered by this Agreement. Consultant shall maintain any and all such records at its place of business at the address set forth in the "Notices" section of this Agreement. 10.2 [INTENTIONALLY DELETED] 10.3 ASSIGNMENT, TRANSFER OR SUBCONSULTING Consultant shall not subcontract, assign, or transfer all or any portion of any work and /or service under this Agreement without the prior written consent of the City Manager, which consent, if given at all, shall be in the Manager's sole judgment and discretion. Neither this Agreement, nor any term or provision hereof, or right hereunder, shall be assignable unless as approved pursuant to this Section, and any attempt to make such assignment (unless approved) shall be void. 10.4 PUBLIC ENTITY CRIMES Prior to commencement of the Services, the Consultant shall file a State of Florida Form PUR 7068, Sworn Statement under Section 287.133(3)(a) Florida Statute on Public Entity Crimes with the City's Procurement Division. 10.5 EQUAL EMPLOYMENT OPPORTUNITY In connection with the performance of the Services, the Consultant shall not discriminate against any employee or applicant for employment because of race, color, national origin, religion, sex, gender identity, sexual orientation, disability, marital and familial status, or age. 10.6 CONFLICT OF INTEREST The Consultant herein agrees to adhere to and be governed by all applicable Miami -Dade County Conflict of Interest Ordinances and Ethics provisions, as set forth in the Miami -Dade County Code, and as may be amended from time to time; and by the City of Miami Beach Charter and Code (as some may be amended from time to time); both of which are incorporated by reference herein as if fully set forth herein. The Consultant covenants that it presently has no interest and shall not acquire any interest, direct or indirectly, which could conflict in any manner or degree with the performance of the Services. The Consultant 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. SECTION 11 NOTICES All notices and communications in writing required or permitted hereunder, shall be delivered personally to the representatives of the Consultant and the City listed below or may be mailed by U.S. Certified Mail, return receipt requested, postage prepaid, or by a nationally recognized overnight delivery service. Until changed by notice in writing, all such notices and communications shall be addressed as follows: 6 TO CONSULTANT: Silvia Cubing Executive Director Bass Museum of Art 2121 Park Avenue Miami Beach, FL 33139 (305) 673 -7062 (fax) TO CITY: Max Sklar Director of Tourism and Cultural Development City of Miami Beach 1700 Convention Center Drive Miami Beach, FL 33139 (305) 673 -7063 (fax) Notice may also be provided to any other address designated by the party to receive notice if such altemate address is provided via U.S. certified mail, retum receipt requested, hand delivered, or by ovemight delivery. In the event an altemate notice address is properly provided, notice shall be sent to such alternate address in addition to any other address which notice would otherwise be sent, unless other delivery instruction as specifically provided for by the party entitled to notice. Notice shall be deemed given on the day on which personally served, or the day of receipt by either U.S. certified mail or overnight delivery. SECTION 12 MISCELLANEOUS PROVISIONS 12.1 CHANGES AND ADDITIONS This Agreement cannot be modified or amended without the express written consent of the parties. No modification, amendment, or alteration of the terms or conditions contained herein shall be effective unless contained in a written document executed with the same formality and of equal dignity herewith. 12.2 SEVERABILITY If any term or provision of this Agreement is held invalid or unenforceable, the remainder of this Agreement shall not be affected and every other term and provision of this Agreement shall be valid and be enforced to the fullest extent permitted by law. 12.3 ENTIRETY OF AGREEMENT The City and Consultant agree that this is the entire Agreement between the parties. This Agreement supersedes all prior negotiations, correspondence, conversations, agreements or understandings applicable to the matters contained herein, and there are no commitments, agreements or understandings concerning the subject matter of this Agreement that are not contained in this document. Title and paragraph headings are for convenient reference and are not intended to confer any rights or obligations upon the parties to this Agreement. 7 [REMAINDER OF THIS PAGE LEFT INTENTIONALLY BLANK] 1 • i 1 8 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: CITY OF MIAMI BEACH, FLORIDA ATTEST: By: 11AAA4 Pot.4(.L . e ., City Clerk a or FOR CONSULTANT: FRIENDS OF THE BASS MUSEUM, INC ATTEST: WP ' 1 / •/ / I 0 S= ° retary President IPA R,npz.'6EZ -'p5E f 1 6E01*E LINPE NIA NN , PRES 1'DEN T Print Name Print Name / Title APPROVED AS TO FORM & LANGUAGE & FOR EXECUTION 0 i of I . 16isd tD � ''.'',' orney D t IP V 9 EXHIBIT "A" SCOPE OF SERVICES AND TIMELINE FOR EXPANSION OF "IDEA @theBass" ARTS EDUCATION PROGRAMS IDEA @theBass, already being offered in every public school Kindergarten through third grade classroom in Miami Beach, is a transformative, in- school creativity program that uses art to stimulate critical thinking skills of children between the ages of 3 and 10. It is based on a method of problem - solving developed by the Bass Museum of Art in conjunction with Stanford University's acclaimed "d.school" (Hasso Platner Institute of Design,) founded and supported by David Kelley, a proponent of Design Thinking and Chairman of the renown design firm IDEO. Design Thinking is a process for practical, creative resolution of problems or issues that looks for an improved future imaginative result. Unlike analytical thinking, Design Thinking is a creative process based on the building up of ideas. This method of problem - solving eliminates fear of failure, encourages vocalization, ideation (brainstorming,) and prototyping. The program is structured to relate to the International Baccalaureate Program and to meet all Florida Sunshine State Standards. IDEA stands for Identify, Discuss, Envision and Assess. Teachers show their students a picture of an artwork from the Bass Museum collection (supplied in the teacher's kit.) The class then follows this 4 -step process: Identify — Children describe what they see in the picture and respond to a need or challenge posed by the teacher (and corresponding to a specific core curriculum item;) Discuss — students brainstorm ideas to solve the challenge; Envision — Working alone or in teams, students create a "prototype" or model; Assess — Students explain their work to their classmates, who ask questions and make suggestions to improve the prototype. The Bass Museum is not only concerned with numbers of students exposed to the program, but also, and most importantly, the immersion quality and depth of their experience. This is not a typical art program, nor a typical art appreciation program. Children are not asked to copy what they see. Instead they are asked to brainstorm about what they see and create their own versions or interpretations. This method empowers and trains the teacher to use the custom - designed materials created for and provided by the program to teach their lesson plans using art. The teachers are trained at workshops and have back -up visits and consultations with Dr. Adrienne Von Lates, who personally visits the schools to support the programs. With the continued state -wide reduction in in- school art instruction and activity, it is increasingly more important to provide curriculum- enhancing arts programs that can be used to teach core curriculum and satisfy statewide educational standards. IDEA©theBass is at its most basic an arts appreciation program, yet it seamlessly meshes with core curriculum, specifically that of the IB program, to allow for art to transcend typical arts -in- education activities and become a vehicle for total learning. IDEA @theBass was launched last year with the support of the John S. and James L. Knight Foundation Knight Arts Challenge, which provided seed funding of $300,000 over three years. This Professional Services Agreement with the City of Miami Beach provides funding for expansion of IDEA @theBass to include every 4 and 5 grade classroom in Miami Beach public schools, specifically North Beach Elementary (12 classrooms,) South Pointe Elementary (7 classrooms,) Fienberg- Fisher Elementary (9 classrooms,) and Biscayne Elementary (12 classrooms,) serving approximately 1,200 additional schoolchildren. Timeline for the expansion of the IDEA @theBass programs for FY 2010/2011 is as follows: First quarter (October 1 — December 31, 2010): • Announce program to 4 and 5 grades • Create lesson plans for 4 and 5 grade curriculum • Set and announce teacher training dates Second quarter (January 1 — March 31, 2011): • Finalize lesson plans • Teacher training • Plan Family Day for 4 and 5 grades • Dr. von Lates begins in- person training sessions at schools • Begin program in classrooms Third quarter (April 1 — June 30, 2011): • Continue program in classrooms • Dr. von Lates monitors and continues training • Family Day at Bass Museum of Art Fourth quarter (July 1 — September 30, 2011): • Evaluate program and measure process • Update lesson plans as necessary • Train new teachers (If applicable) • Resume program in classrooms