Agreement with Arts for Learning-Miami, Inc. d-olo -a75 o_3
PROFESSIONAL SERVICES AGREEMENT
BETWEEN THE CITY OF MIAMI BEACH
AND
ARTS FOR LEARNING /MIAMI, INC.
FOR
ARTS EDUCATION PROGRAMS,
PURSUANT TO
RESOLUTION NO. 2010 -27503
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 ARTS FOR
LEARNING /MIAMI, INC., a not - for - profit corporation whose address is 1900 Biscayne Blvd.,
Suite 201, Miami, FL 33132.
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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.
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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.
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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 $55,000.
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
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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'
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fees and costs, for personal, economic or bodily injury, wrongful death, loss 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 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 JURISDICTION/VENUE /JURY TRIAL WAIVER
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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 lie 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]
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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
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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:
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TO CONSULTANT: Sheila Womble
Executive Director
Arts for Learning /Miami, Inc.
1900 Biscayne Blvd., Suite 201
Miami, FL 33132
(305) 576- 1193(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 alternate address is provided via U.S. certified mail, return receipt requested, hand
delivered, or by overnight delivery. In the event an alternate 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 he 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.
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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.
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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:
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By. fl,. //'
City Clerk a ; or
FOR CONSULTANT. ARTS FOR LEARNING /IVIIAIYII, INC
ATTEST:
ecr= ary President'
Print ame Print Name / Title
APPROVED AS TO
FORM & LANGUAGE
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& FOIE EXECUTION
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Exhibit "A"
Arts for Learning /Miami, Inc.
Scope of Work for City of Miami Beach
October 1, 2010 - September 30, 2011
Organizational Overview:
Founded in January 2000, Arts for Learning (A4L) is a nonprofit organization dedicated to advancing
teaching and learning through the arts. A4L is a joint initiative of the Miami -Dade County Department of
Cultural Affairs, Miami -Dade County Public Schools, and Young Audiences, Inc., a national nonprofit
leader in arts -in- education. As part of its vision, Arts for Learning seeks to make the arts a central
component of every child's education. By instilling students with a passion for creativity, innovation and
the arts, A4L hopes to nurture life -long learners. Together with its national affiliate, Young Audiences,
Inc., A4L hopes to deliver services that lead to young people who: 1) Are self -aware and can express
themselves effectively, 2) Are aware of the world outside their own community, 3) Are nimble and rigorous
thinkers, 4) Value the arts and engage in them as an essential part of their lives, and 5) Are able to
nurture these qualities in others. Each year, Arts for Learning partners with schools, preschools, and
after- school programs to reach approximately 10,000 children throughout Miami -Dade County.
Scope of Work:
After- School /Summer Programming
Arts for Learning's after - school and summer programs have demonstrated that when children participate
in high - quality after - school programming, they increase their artistic abilities as well as develop self -
confidence and self- esteem.
For these programs, artists conduct semester -long residencies at schools, parks, and other community
settings, such as the Bass Museum of Art. Each course is customized to complement the goals of the
selected location. Through after - school initiatives, children and youth learn to use the arts to
communicate their ideas, work as a team, and find their own voice.
Arts for Learning will provide 28 after - school /summer camp courses across 5 Miami Beach locations
including Bass Museum of Art (serving students from Scott Rakow Park), Feinberg- Fisher K -8 Center,
Biscayne Elementary School, Flamingo Park, and one additional site TBD (South Pointe, North Shore
Park or Rakow Park). Each course runs for 16 weeks.
Performances
A4L will provide one school -based performance. This hour -long performance will seek to inspire students
to make creative choices, connect the performance to other learning, and better understand the art form.
Timeline for Services: •
2010 2011
Oct Nov Dec Jan Feb Mar Apr May Jun Jul Aug Sep
After- School /Summer ,^* Ong
Performance 1sprrng peribrrnance
Budget: No. of
Description of services Unit Price No. of Units Amount Participants
Performance $1,940 1 $ 1,940 500
After- school courses $1,895 28 $ 53,060 280
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