PSA Arts for Learning/Miami, Inc. cOaO—d"o
PROFESSIONAL SERVICES AGREEMENT
BETWEEN THE CITY OF MIAMI BEACH
AND
ARTS FOR LEARNING/MIAMI, INC.
FOR
ARTS EDUCATION PROGRAMS,
PURSUANT TO
RESOLUTION NO. 2013-28388
This Professional Services Agreement ("Agreement") is entered into this 1st
day of October, 2013, by and 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 Florida
corporation whose address is 404 NW 26 Street, Miami, Florida, 33127
("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 Consultant, 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).
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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.
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 less 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$105,000.
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.
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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)
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SECTION 5
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.
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"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' 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 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
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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
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.
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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
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.
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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:
TO CONSULTANT: Sheila Womble
Executive Director
Arts for Learning/Miami, Inc.
404 NW 26 Street
Miami, FL 33127
(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
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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.
[REMAINDER OF THIS PAGE LEFT INTENTIONALLY BLANK]
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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:
By: Z
Ci y Clerk 1 r
INCQRP ORATED
FOR CONSULTA ,:°'.;'•., i ., (� ARTS FOR LEARNING/MIAMI, INC.
ATTEST:
By:
Secretary Presiden
Print Name Print Name/Title
APPROVED AS TO
FORM.& LANGUAGE
&FOR EXECUTION
C' rn W Date
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Exhibit "A"
Arts for Learning/Miami, Inc.
Scope of Services for City of Miami Beach
October 1, 2013 — September 30, 2014
About Arts for Learning:
As Miami-Dade County's leading organization solely dedicated to advancing teaching and
learning through the arts, Arts for Learning (A4L) works diligently to ensure that the arts are
central to the life of every child. By connecting professional visual and performing artists to
children in schools, preschools, and after-school and summer programs, children have the
opportunity to experience and understand an art form, create a work of art, and connect that
art to other areas of learning. A4L's comprehensive services include arts-integrated
instruction, student studio programs, community art classes, internships in the arts,
mentoring, and teacher and artist professional development. A4L is a national affiliate of the
Wolf Trap Institute for Early Learning and the Young Audiences Arts for Learning network.
Proposed Scope of Work:
Arts for Learning respectfully requests $105,000 to provide in-depth visual and performing
arts programs at City of Miami Beach schools, preschools, and parks to serve 1,470 of
children and youth.
After-School Programming
Arts for Learning will provide 28 after-school courses across five Miami Beach locations
including Biscayne Elementary School, Flamingo Park, North Beach Elementary, Scott
Rakow Youth Center and South Pointe Elementary School. Throughout the school year at
each after-school location, professional teaching artists will conduct semester-long
residencies. These residencies or "courses" are defined as a 1-hour session per week for a
unique group of up to 25 students over a period of 12-16 weeks within the fall or spring
semester. Through the after-school programming, A4L will serve 270 students.
Site No. of
Students
Biscayne Elementary 100
Flamingo Park 50
North Beach Elementary 50
Scott Rakow Youth Center (at the Bass 20
Museum of Art
South Point Elementary 50
During the 2013-2014 year, A4L is proud to share that students at select sites will have the
opportunity to participate in the National Water Dance project (www.nationalwaterdance.org).
National Water Dance creates an opportunity for young artists across the country to
experience the power of art and performance as a vehicle for social change by collaborating
on the formation of a nationwide movement choir. The goal is to initiate a national "water
ethic" that can inform and inspire both participants and audience members to take
responsibility for conserving and protecting the water that they use and enjoy. All participants
will perform simultaneously across the nation on April 12, 2014.
School Programming
Arts for Learning will partner with 6th, 7th, and 8th grade classrooms at Fienberg Fisher K-8
Center and Nautilus Middle School to help students master higher order thinking skills and
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required academic content through the integration of theatre, dance, music and the visual
arts. A4L's master teaching artists will partner with classroom teachers to deliver arts-based
lessons through an extended residency to students that connect to their core academic
learning goals while also providing professional development and coaching for teachers on
effective arts-integration strategies. A4L's school program integrates beautifully with
International Baccalaureate (IB) schools. In fact, Fienberg Fisher K-8 Center built upon its
work with A4L to secure its IB designation. A4L will serve 10 classrooms across the two
schools and reach 250 students.
Preschool Programming
Arts for Learning's preschool offering consists of visual and performing arts residencies
conducted by master teaching artists who embed coaching, modeling and in-class teacher
professional development into a 16-session residency structure. The efficiency of this
approach is that it concurrently combines in-depth training for early childhood teachers with
high quality arts-based learning activities for students. The residency and coaching structure
is as follows:
• Planning Session (Session 1): The teacher and the artist identify residency
goals/objectives.
• Observation Session (Session 2): The artist becomes acquainted with students and
the classroom.
• Classroom Sessions Led by the Teaching Artist (Sessions 3-11): Teaching artist
leads eight 45-minute sessions. The classroom teacher participates in the sessions
and in 15-minute post-session debriefings.
• Planning Meetings (Sessions 12 and 14): The teaching artist and classroom teacher
develop lessons together. For these lessons, the teacher will take the lead in the
delivery of arts-based strategies.
• Sessions Led by the Classroom Teacher (Sessions 13 and 15): Classroom teacher
leads two 45-minute sessions that are followed by a 15-minute debrief discussion with
the artist.
• Closing Session (Session 16): During this session, the teaching artist has the
opportunity to end the residency and to say "goodbye" to the students and determine
follow u p needs with the teacher.
A4L will work with up to 5 preschools to serve 10 classrooms serving students ages 3-5
years old. In total, A4L will reach 150 preschool students.
Performances
Though A4L's national affiliate network, A4L will present American Place Theatre's Literature
to Life Program's adaptation of Sandra Cisneros's The House on Mango Street. This
Literature to Life original features 45 minutes of verbatim performance from the novel.
Incorporating the full text from eight of the book's poetic vignettes including Red Clowns and
A House of My Own, the actress, who is a Cuban-American from Miami, portrays the book's
heroine Esperanza in an energetic performance. She leads the students through a unique
theatrical event in which audience members are invited on stage to interact with the text and
leave feeling not only connected to the characters but to each other. The performance will
include a pre and post show discussion with the students. A4L will present this performance
to middle school students at Fienberg Fisher K-8 and Nautilus Middle School to reach 500
students. The performance is scheduled for November 2013. In addition, an A4L master
teaching artist ensemble will perform for up to 300 students in the spring.
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Surveys
A41-will collect evaluation forms from parents, teachers and site staff and provide a complete
set of copies to the City no less than thirty(30)days prior to the expiration of the initial term.
Timeline for Services:
2013 2014
Oct Nov Dec Jan Feb Mar Apr May Jun Jul Aug Sep
After-school
School
Preschool
Performance:House on Mango Street
Performance:Selected A4L Artist
Budget:
Description of Service Unit Price No. of Units Amount No. of participants
After-school $1,800 28 $50,400 270
School $2,300 10 $23,000 250
Preschool $2,470 10 $24,700 150
Performance $2,300 3 $6,900 800
Total $105,000 1,470
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