PSA with Augmented Intelligence Academy, Inc. Zot S • 313" _
PROFESSIONAL SERVICES AGREEMENT
BETWEEN THE CITY OF MIAMI BEACH
AND
AUGMENTED INTELLIGENCE ACADEMY, INC.
FOR
SUMMER YOUTH STEM (SCIENCE, TECHNOLOGY, ENGINEERING & MATHEMATICS)
SERVICES, PURSUANT TO
THE CITY'S YOUTH ENRICHMENT INITIATIVE
TFC Professional Services Agreement ("Agreement") entered into this 8 day of
11 A7 2018, 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
AUGMENTED INTELLIGENCE ACADEMY, INC., a Florida for profit corporation, whose
address is 2521 NE 209th Terrace, Miami, FL 33180 (Contractor) (collectively, the "Parties").
SECTION 1
DEFINITIONS
Agreement: This Agreement between the City and Contractor, including any
exhibits and amendments thereto.
City Manager: The chief administrative officer of the City. The City Manager's
designee shall be the Office of Housing and Community Services
Department Director.
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 or
undertaken pursuant to the Agreement.
Fee: Amount paid to the Contractor 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 WORK(SERVICES}
2.1 In consideration of the Fee to be paid to Contractor by the City, Contractor shall
provide up to nineteen (19) Summer STEM curriculum sessions including STEM materials for
participants, as further described in Exhibit "A" hereto (the "Services").
2.2 Contractor's Services, and any deliverables incident thereto, shall be completed in
accordance with the timeline and/or schedule in Exhibit "A," entitled "Scope of Services."
hereto.
2.3 Although Contractor may be provided with a schedule of the available hours to
provide its services, the City shall not control nor have the right to control the hours of the
Services performed by the Contractor; where the services are performed (although the City
will provide Contractor with the appropriate location to perform the Services); when the
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Services are performed, including how many days a week the services are performed; how
the Services are performed, or any other aspect of the actual manner and means of
accomplishing the services provided. Notwithstanding the foregoing, all Services provided
by the Contractor shall be performed in accordance with the terms and conditions set forth in
Exhibit"A" and to the reasonable satisfaction of the City Manager. If there are any questions
regarding the Services to be performed, Contractor should contact the following person:
Maria Ruiz, Department Director
Office of Housing and Community Services
1700 Convention Center Drive
Miami Beach, Florida, 33139
305-673-7491
2.4 Contractor agrees to be bound by and shall fully comply with the terms of the
Agreement, dated August 1, 2017 - July 31, 2018, between the Children's Trust and the City,
for high quality youth enrichment activities (the "Children's Trust Grant Agreement"), which is
incorporated herein and attached hereto as Exhibit "C".
SECTION 3
TERM
The term of this Agreement (Term) shall commence upon execution of this Agreement by all
Parties hereto and shall terminate on or before July 31, 2018. All Services to be rendered
shall be completed no later than July 13, 2018.
Notwithstanding the Term provided herein, Contractor 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, Contractor shall be compensated for
the Services, as set forth in Section 2 and Exhibit "A", as follows:
The City shall compensate Contractor for nineteen (19) Summer STEM Curriculum
group sessions during summer 2018, at the cost of One Thousand Five Hundred
Dollars ($1,500) per session, for a total Fee not to exceed Twenty Eight Thousand
and Five Hundred Dollars ($28,500).
4.2 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".
4.3 Contractor shall provide the City with a detailed invoice, on a monthly basis, that
details all services performed by Contractor in a particular month, including the form attached
as Exhibit "B" herein. Contractor's invoices are subject to the review and approval of the City
Manager and/or his or her designee, who shall be the Department Director of the Office of
Housing and Community Services. The City shall not remit any payments to Contractor
unless Contractor provides the City with a detailed invoice that is acceptable to the City.
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•
4.4 INVOICING
Upon receipt of an acceptable and approved invoice, payment(s) shall be made within Forty-
Five (45) 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:
Maria Ruiz, Department Director
Office of Housing and Community Services
1700 Convention Center Drive
Miami Beach, Florida, 33139
SECTION 5
TERMINATION
5.1 TERMINATION FOR CAUSE
If the Contractor 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 Contractor of its violation
of the particular term(s) of this Agreement, and shall grant Contractor five (5) days to cure
such default. If such default remains uncured after five (5) days, the City may terminate this
Agreement without further notice to Contractor. 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 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 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
Contractor. 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 CONTRACTOR OF SUCH TERMINATION;
WHICH SHALL BECOME EFFECTIVE WITHIN THIRTY (30) DAYS FOLLOWING
RECEIPT BY THE CONTRACTOR OF SUCH NOTICE. ADDITIONALLY, IN THE EVENT
OF A PUBLIC HEALTH, WELFARE OR SAFETY CONCERN, AS DETERMINED BY THE
CITY MANAGER, IN THE CITY MANAGER'S SOLE DISCRETION, THE CITY MANAGER,
PURSUANT TO A VERBAL OR WRITTEN NOTIFICATION TO CONTRACTOR, MAY
IMMEDIATELY SUSPEND THE SERVICES UNDER THIS AGREEMENT FOR A TIME
CERTAIN, OR IN THE ALTERNATIVE, TERMINATE THIS AGREEMENT ON A GIVEN
DATE. IF THE AGREEMENT IS TERMINATED FOR CONVENIENCE BY THE CITY,
CONTRACTOR 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.
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5.3 TERMINATION FOR INSOLVENCY
The City also reserves the right to terminate the Agreement 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 5.2.
SECTION 6
INDEMNIFICATION AND INSURANCE REQUIREMENTS
6.1 INDEMNIFICATION
Contractor 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 Contractor, its officers, employees, agents,
Contractors, or any other person or entity acting under Contractor's control or supervision, in
connection with, related to, or as a result of the Contractor's performance of the Services
pursuant to this Agreement. 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 Parties agree that one percent (1%) of the total compensation to Contractor for
performance of the Services under this Agreement is the specific consideration from the City
to the Contractor for the Contractor'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 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.
The Contractor shall maintain and carry in full force during the Term, the following insurance:
A. Comprehensive General Liability insurance, to include sexual molestation, in the
amount not less than $500,000 combined single limit per occurrence and $1,000,000
aggregate in a policy year. Deductibles exceeding $1,000 are discouraged, unless
Contractor can provide financial statements to support a higher deductible. The City
of Miami Beach must be designated and shown as an additional insured and the
certificate holder with respects to this coverage. The general liability policy must
contain coverage for the following:
1. Bodily Injury;
2. Property Damage;
3. No exclusions for Abuse, Molestation or Corporal Punishment;
4. No endorsement for premises only operations.
B. If applicable, Contractor Professional Liability insurance, with coverage amounts not
less than $250,000 per claim and in the aggregate. Defense costs may be inside the
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limits of liability and the policy can be written on claims made form. The City of Miami
Beach is not required to be named as an Additional Insured. Professional liability
insurance is generally required when the scope of services uses professional
services that require certification or license(s) to provide direct services to program
participants.
C. Workers Compensation & Employers Liability, as required pursuant to Florida
Statutes. Worker's Compensation Insurance must cover all employees, non-
incorporated independent Contractors or Contractors, and incorporated independent
Contractors or Contractors that do not have worker's compensation coverage or a
valid State of Florida exemption on file with the Department of Labor, as required by
Florida Statutes, Chapter 440. In the event that the Contractor is no longer exempt
from obtaining Worker's Compensation insurance, the Provider must notify the City of
Miami Beach and provide the necessary certificate of insurance upon the termination
of the exemption. The employer's liability portion will be $500,000/$500,000/$500,000
as a minimum.
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 Contractor'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. The insurance certificates for General Liability and Professional
Liability shall include the City as an additional insured and shall contain a waiver of
subrogation endorsement.
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 Contractor specimen copies
of the insurance policies in the event that submitted certificates of insurance are inadequate
to ascertain compliance with required coverage.
The Contractor is also solely responsible for obtaining and submitting all insurance
certificates for any sub-Contractors.
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.
Failure by Contractor to comply with Section 6.2 shall be a material breach of this Contract.
The City will not disburse any funds under this Agreement until all required Certificates of
Insurance have been provided to and have been approved by the City's Risk Manager.
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 approved by the City's Risk Manager.
Contractor and or Contractor's insurance agent, as applicable, shall notify the City, in writing,
of any material changes in insurance coverage, including, but not limited to, any renewals of
existing insurance policies, not later than thirty (30) days prior to the effective date of making
any material changes to the insurance coverage except for ten (10) days for lack of payment
changes. Contractor shall be responsible for ensuring that all applicable insurance is
maintained and submitted to the City for the duration of this Contract. In the event of any
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change in Contractor's Scope of Services, Exhibit A, the City may increase, waive, or modify
in writing any of the foregoing insurance requirements. Any request by a Contractor to
decrease, waive, or modify any of the foregoing insurance requirements must be approved,
in writing, by the City prior to any such decrease, waiver, or modification. In the event that an
insurance policy is canceled, lapsed, or expired during the effective period of this Contract,
the City shall withhold all payments to Contractor until a new Certificate of Insurance required
under this section is submitted and approved by the City. The new insurance policy shall
cover the time period commencing from the date of cancellation of the prior insurance policy.
The City may require Contractor to furnish additional and different insurance coverage, or
both, as may be required from time to time under applicable federal or state laws or the City
requirements. Provision of insurance by Contractor, in no instance, shall be deemed to be a
release, limitation, or waiver of any claim, cause of action or assessment that the City may
have against Contractor for any liability of any nature related to performance under this
Agreement or otherwise. All insurance required hereunder may be maintained by Contractor
pursuant to a master or blanket policy or policies of insurance.
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, Contractor 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 the
compensation/fee to be paid to Contractor pursuant to this Agreement, less any amounts
actually paid by the City as of the date of the alleged breach. Contractor hereby expresses
his willingness to enter into this Agreement with Contractor's recovery from the City for any
damages in an action for breach of Agreement to be limited to a maximum amount equal to
the compensation/fee to be paid to Contractor pursuant to this Agreement, less any amounts
actually paid by the City as of the date of the alleged breach.
Accordingly, and notwithstanding any other term or condition of this Agreement, Contractor
hereby agrees that the City shall not be liable to Contractor for damages in an amount in
excess of the compensation/fee to be paid to Contractor pursuant to this Agreement, less
any amounts actually paid by the City as of the date of the alleged breach, for any action or
claim for breach of Agreement arising out of the performance or non-performance of any
obligations imposed upon the City by this Agreement.
Nothing contained in this subparagraph or elsewhere in this Agreement is in any way
intended to be a waiver of the limitation placed upon 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 Contractor, 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, including Contractor's financial records. Contractor shall
maintain any and all such records at its place of business at the address set forth in the
"Notices" section of this Agreement. Contractor agrees to submit its agency financial audit
to the City within 30 days of completion, at least once during the Term of this Agreement.
10.2 [INTENTIONALLY DELETETD]
10.3 ASSIGNMENT. TRANSFER OR SUBCONSULTING
Contractor 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.
Contractor shall be responsible for all Services performed, and all expenses incurred, under
this Agreement, including services provided and expenses incurred by any and all
subcontractors. The City shall not be liable to any subcontractor for any expenses or
liabilities incurred under any subcontract. Contractor shall be solely liable for any expenses
or liabilities incurred under any subcontract. Contractor shall hold harmless and defend, at
Contractor's expense, the City against any claims, demands or actions related to any
subcontract.
10.4 [INTENTIONALLY DELETED]
10.5 NO DISCRIMINATION
In connection with the performance of the Services, the Contractor shall not exclude from
participation in, deny the benefits of, or subject to discrimination anyone on the grounds of
race, color, national origin, sex, age, disability, religion, income or family status.
Additionally, Contractor shall comply fully with the City of Miami Beach Human Rights
Ordinance, codified in Chapter 62 of the City Code, as may be amended from time to time,
prohibiting discrimination in employment, housing, public accommodations, and public
services on account of actual or perceived race, color, national origin, religion, sex,
intersexuality, gender identity, sexual orientation, marital and familial status, age, disability,
ancestry, height, weight, domestic partner status, labor organization membership, familial
situation, or political affiliation.
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10.6 CONFLICT OF INTEREST/ COMPLIANCE WITH APPLICABLE LAWS
In its performance of the work and/or services, 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.
In addition, Contractor shall obtain and maintain in full force and effect during the term of this
Agreement any and all licenses, certifications, approvals, insurances, permits and
accreditations, required by the State of Florida, Miami-Dade County, relevant municipalities,
The Children's Trust or the federal government. Contractor must be qualified and registered
to do business in the State of Florida both prior to and during the Agreement term with The
City of Miami Beach.
Contractor 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 may be amended from time to time); both of which are incorporated
by reference as if fully set forth herein.
Contractor covenants that it presently has no interest and shall not acquire any interest,
directly or indirectly, which could conflict in any manner or degree with the performance of
the Services. Contractor further covenants that in the performance of this Agreement,
Contractor shall not employ any person having any such interest. 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.
10.7 CONTRACTOR'S COMPLIANCE WITH FLORIDA PUBLIC RECORDS LAW
(A) Contractor shall comply with Florida Public Records law under Chapter 119, Florida
Statutes, as may be amended from time to time.
(B) The term "public records" shall have the meaning set forth in Section 119.001(12),
which means all documents, papers, letters, maps, books, tapes, photographs, films,
sound recordings, data processing software, or other material, regardless of the
physical form, characteristics, or means of transmission, made or received pursuant
to law or ordinance or in connection with the transaction of official business of the
City.
(C) Pursuant to Section 119.0701 of the Florida Statutes, if the Contractor meets the
definition of"Contractor" as defined in Section 119.0701(1)(a), the Contractor shall:
(1) Keep and maintain public records required by the City to perform the service;
(2) Upon request from the City's custodian of public records, provide the City with
a copy of the requested records or allow the records to be inspected or copied
within a reasonable time at a cost that does not exceed the cost provided in
Chapter 119, Florida Statutes or as otherwise provided by law;
(3) Ensure that public records that are exempt or confidential and exempt from
public records disclosure requirements are not disclosed, except as
authorized by law, for the duration of the Agreement term and following
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completion of the Agreement if the Contractor does not transfer the records to
the City;
(4) Upon completion of the Agreement, transfer, at no cost to the City, all public
records in possession of the Contractor or keep and maintain public records
required by the City to perform the service. If the Contractor transfers all public
records to the City upon completion of the Agreement, the Contractor shall
destroy any duplicated public records that are exempt or confidential and
exempt from public records disclosure requirements. If the Contractor keeps
and maintains public records upon completion of the Agreement, the
Contractor shall meet all applicable requirements for retaining public records.
All records stored electronically must be provided to the City, upon request
from the City's custodian of public records, in a format that is compatible with
the information technology systems of the City.
(D) REQUEST FOR RECORDS; NONCOMPLIANCE.
(1) A request to inspect or copy public records relating to the City's Agreement for
services must be made directly to the City. If the City does not possess the
requested records, the City shall immediately notify the Contractor of the
request, and the Contractor must provide the records to the City or allow the
records to be inspected or copies within a reasonable time.
(2) Contractor's failure to comply with the City's request for records shall
constitute a breach of this Agreement, and the City, at its sole discretion, may:
(1) unilaterally terminate the Agreement; (2) avail itself of the remedies set
forth under the Agreement; and/or (3) avail itself of any available remedies at
law or in equity.
(3) A Contractor who fails to provide the public records to the City within a
reasonable time may be subject to penalties under s.119.10.
(E) CIVIL ACTION.
(1) If a civil action is filed against a Contractor to compel production of public
records relating to the City's Agreement for services, the court shall assess
and award against the Contractor the reasonable costs of enforcement,
including reasonable attorney fees, if:
a. The court determines that the Contractor unlawfully refused to comply
with the public records request within a reasonable time; and
b. At least 8 business days before filing the action, the plaintiff provided
written notice of the public records request, including a statement that the
Contractor has not complied with the request, to the City and to the
Contractor.
(2) A notice complies with subparagraph (1)(b) if it is sent to the City's custodian
of public records and to the Contractor at the Contractor's address listed on its
Agreement with the City or to the Contractor's registered agent. Such notices
must be sent by common carrier delivery service or by registered, Global
Express Guaranteed, or certified mail, with postage or shipping paid by the
sender and with evidence of delivery, which may be in an electronic format.
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(3) A Contractor who complies with a public records request within S business
days after the notice is sent is not liable for the reasonable costs of
enforcement.
(F) IF THE CONTRACTOR HAS QUESTIONS REGARDING THE APPLICATION OF
CHAPTER 119, FLORIDA STATUTES, TO THE CONTRACTOR'S DUTY TO
PROVIDE PUBLIC RECORDS RELATING TO THIS AGREEMENT, CONTACT THE
CUSTODIAN OF PUBLIC RECORDS AT:
CITY OF MIAMI BEACH
ATTENTION: RAFAEL E. GRANADO, CITY CLERK
1700 CONVENTION CENTER DRIVE
MIAMI BEACH, FLORIDA 33139
E-MAIL: RAFAELGRANADO(WMIAMIBEACHFL.GOV
PHONE: 305-673-7411
SECTION 11
NOTICES
All notices and communications in writing required or permitted hereunder, shall be
delivered personally to the representatives of the Contractor 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 CONTRACTOR: Augmented Intelligence Academy, Inc.
Attn: Mr. German Dulanto, Director
2521 NE 209th Terrace
Miami, FL 33180
(305) 458-9509
TO CITY: City of Miami Beach
Office of Housing and Community Services
Attn: Maria Ruiz, Department Director
1700 Convention Center Drive
Miami Beach, Florida 33139
(305) 673-7491
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.
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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 Contractor 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.
12.4 [INTENTIONALLY DELETED]
12.5 BACKGROUND SCREENING
In accordance with Sections 943.0542, 984.01, Chapter 430, 435, 402, 39.001, and 1012.465
Florida Statutes, as applicable, employees, volunteers and subcontracted personnel who
work in direct contact with children or who come into direct contact with children must
complete a satisfactory Level 2 background screening prior to commencing work pursuant to
this Contract.
For purposes of this section, the term "direct service provider" means a person 18 years of
age or older, including a volunteer, who provides services to children, youth and their
families. The term does not include volunteers who assist on an intermittent basis for less
than 20 hours per month.
Level 2 Background screening investigations must be completed through the Florida
Department of Law Enforcement (FDLE) VECHS (Volunteer & Employee Criminal History
System) Program. Satisfactory background screening documentation will be accepted for
those agencies that already conduct business with either the Department of Children and
Families (DCF) or the Department of Juvenile Justice (DJJ) or the Miami Dade County Public
School System (MDCPS). A clearance letter from MDCPS Office of Employment Standards
indicating the person has successfully completed a Level 2 screening will be accepted.
If background screenings are completed with VECHS, then Provider shall complete
Attachment E: "Affidavit for Level 2 Background Screenings" each for Agreement term. The
Affidavit will cover employees, volunteers, and subcontractors performing services under this
Agreement who are required to complete a Level 2 background screening as defined in this
section. Provider shall keep Attachment E: "Affidavit for Level 2 Background Screenings" in
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Provider's personnel, volunteers, and sub-Contractors files. Provider shall re-screen each
employee, volunteer and/or subcontractor every five (5) years.
12.6 CONFIDENTIALITY
Contractor and the City understand that during the course of performing the Services
hereunder, each party may have access to certain confidential and proprietary information
and materials of the other party in order to further performance of the Services. The Parties •
shall protect confidential information and comply with applicable federal and state laws on
confidentiality to prevent unauthorized use, dissemination or publication of confidential
information as each party uses to protect its own confidential information in a like manner.
The Parties shall not disclose the confidential information to any third party (except that such
information may be disclosed to such Party's attorneys), or to any employee of such Party
who does not have a need to know such information, which need is related to performance of
a responsibility hereunder. However, this Agreement imposes no obligation upon the Parties
with respect to confidential information which (a)was lawfully known to the receiving party
before receipt from the other, (b) is or becomes a matter of public knowledge through no fault
of the receiving party, (c) is rightfully received by the receiving party from a third party without
restriction on disclosure, (d) is independently developed by or for that party, (e) is disclosed
under operation of law, (f) is disclosed by the receiving party with the other party's prior
written approval or(g) is subject to Chapter 119 of the Florida Statutes or is otherwise
required to be disclosed by law. The confidentiality provision of this Agreement shall remain
in full force and effect after the termination of this Agreement.
12.7 DATA SECURITY OBLIGATION
Contractor shall maintain an appropriate level of data security for the personally identifiable
information (PII) Contractor is collecting or using in the performance of this Contract. PII is
information that can uniquely identify, contact, or locate a single person or can be used with
other sources to uniquely identify individuals. Contractor shall maintain and adhere to a
written Data Security Policy that addresses requirements regarding the protection of PII
from unauthorized access and protection against data breaches and ensures Contractor is
in compliance with applicable federal and state standards with respect to transmission,
receipt and storage of PII on Contractor's computing network and as paper records. This
policy shall address the topics of computer passwords, screensavers that lock computers,
securing physical facilities, storing data, data use, data confidentiality agreements, and staff
training related to the policy. Additionally, Contractor is responsible for approving and
tracking all Contractor employees who request system or information access and ensuring
that user access has been removed from all terminated employees of Contractor. All
employees and independent Contractors performing work or duties related to this
Agreement will sign a Data Confidentiality Agreement prior to beginning work related to this
Agreement. Contractor must also abide by all requirements to protect client protected
personally identifiable information (PPII).
Contractor shall fully comply with the data security obligations set forth in The Children's
Trust Grant Agreement, at Section P-12, entitled "Data Security Obligation."
12.8 CHILDREN WITH DISABILITIES AND THEIR FAMILIES
Contractor understands that the City expects Contractor to meet any and all federal
standards under the Americans with Disabilities Act. Contractor must also implement
reasonable programmatic accommodations to include children with disabilities and their
families, whenever possible. Notwithstanding anything to the contrary, Contractor shall not
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be required to make any alteration to any public school building or other building or structure
which is not owned by Contractor.
12.9 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.
12.10 PATENT RIGHTS; COPYRIGHTS; CONFIDENTIAL FINDINGS
Any and all documents prepared by Contractor pursuant to this Agreement are related
exclusively to the work and/or services described herein, and are intended or represented
for ownership by the City. Any re-use, distribution, or dissemination of same by Contractor,
other than to the City, must first be approved in writing by the City Manager, which
approval, if granted at all, shall be at the City Manager's sole and absolute discretion.
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, if any) without the prior written consent
of the City Manager, which consent, if given at all, shall be at the Manager's sole and
absolute discretion.
THE REMAINDER OF THIS PAGE IS INTENTIONALLY LEFT 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: .ant Le
Rafa I E. Granado Ji 1 y L. i'•rY"
City Clerk Cit i Manager
14.
Date
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FOR CONTRACTOR: AUGMENTED INTELLIGENCE
ACADEMY, INC.
ATTEST:
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By:
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1(O M /Hanayc. German Dulanto, Director
Print Name /Title J Print Name/Title
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Corporate Seal
APPROVED AS TO
FORM & LANGUAGE
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EXHIBIT"A"
"SCOPE OF SERVICES"
The Contractor agrees to provide the following services to youth enrolled in the City of Miami
Beach All Stars Program:
Service Units Documentation of Service
of
Service '..
Summer STEM ! 19 Completion and execution of the following documents:
Curriculum • Attendance form signed by all participants
sessions Provision of the following:
'... • 1 Program Supervisor, 2 STEM Facilitators
• Lego EV3 programming software license
• Lego LDD software
• Computer Aided Design (CAD) software
• Robotic materials and project based learning curriculum
Laptops or similar for programming purposes
• Baseline Assessments.
Related Definitions:
Summer STEM (Science, Technology, Engineering and Mathematics) curriculum
sessions - The STEM Summer Program will consist of a LEGO MINDSTORM EV3
Curriculum, that will enable our participants to understand force and motion, graph and
interpret rotation sensor data, develop robots of complex thinking, and design, build and
program a fully-functioning robotic system. The curriculum uses project based learning that
allows youth to have an experiential learning environment in Science, Technology,
Engineering and Mathematics as they engage with their robotic creation. These STEM
project based activities enable problem solving of real world challenges that allow students to
understand and appreciate the relevancy of their work to their own lives and the world around
them.
Student Attitude Toward STEM – Student Attitude Toward STEM is an instrument to
measure the current level of attitude that students' exhibit toward STEM education. A Pre-
test is administered to each participant on the first session the student attended and a Post-
test is administered within the last two sessions the participant attends.
Service Deliverables
Services must be delivered as follows:
Service Summer STEM curriculum sessions _—
Frequency 5 times per week (Monday– Friday) _.,
Intensity 5 hours per session _
Duration 4 weeks
# of Sessions offered 19 sessions ..
June 18, 2018 - July 13, 2018
Schedule excluding Wednesday, July 4`h)
Group # . # Children Start Date _ End Date
1 up to 20. June 18, 2018 July 13, 2018
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Service Documentation
Services will be deemed as provided when the following documentation is submitted within
the noted timeframes:
Document Timing Submission Deadline
Attendance Forms Each session ' Two (2) business days from
(signed by all in provision of service
attendance)
Penalties for Failure to Perform
If the Contractor fails to submit required, accurate documentation in the timeframe allotted
two times, including the absence of notification email, the Contractor will forfeit one (1%)
percent of the combined billed total for the months in which inaccuracies took place.
If the Contractor fails to submit required, accurate documentation in the timeframe allotted
three times within the Agreement period, the Contractor is subject to the cessation of any
further client referrals but will be allowed to complete the service units allotted to existing
clients. The decision to cease additional referrals rests at the sole discretion of the City.
"Required, accurate documentation" may refer to:
• Contractor Monthly Invoice
• The Service Report
• The City's Reimbursement Report, reflecting in-kind hours if applicable
* The above documentation to be submitted together on a monthly basis.
If any individual employed by or independently contracted with the Contractor fails to attend a
scheduled session without notifying of their impending absence more than once, the City
reserves the right to remove that individual from the Contractor's staff roster for the purposes
of this Agreement.
If the Contractor is unable to fulfill the contracted service level within the allocated timeframe
for each service component, the City reserves the right to reduce service levels accordingly
across the funded service spectrum and terminate this Agreement at its discretion.
If the Contractor is unable to fulfill the contracted service level and the City subsequently
reduces service and funding levels, the City reserves the right to select another vendor to
fulfill the remaining service units. The City will select the alternate vendor at its sole
discretion.
Employee/Contractor File Review
The following documentation must be included in the employee/Contractor file for those
employees/Contractor providing services under this contract.
The following must be included in the employee files:
• Resume demonstrating relevant experience
• Evidence of degree/credentials
• Acknowledgement of agency Policies & Procedures
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• Documentation of Agency Training/In-Service Training
• 1-9 Verification on file
• National FBI Background Criminal Screening (Level 2) or "Affidavit for Level 2
Background Screenings'
• Confidentiality Agreement Re: Client Information
• Affidavit of Good Moral Character
• Child Abuse & Neglect Reporting Requirements
The City of Miami Beach reserves the right to inspect employee/Contractor files with due
notice (at least forty-eight (48) hours in advance of planned site visit) to ensure adherence to
contractual expectations as well as to ensure pre-screening prior to a monitoring visit by The
Children's Trust.
Evaluation
In the continuing effort to ensure programming excellence, the City with provide participants
with evaluation forms at the end of the programming component to gauge their satisfaction
with services provided.
Reporting Requirements
The Contractor will provide the City with a reimbursement request utilizing the City's
Reimbursement Report Form (Exhibit B), a Contractor Invoice and a Service Report due on
the date stipulated below once fully contracted services are completed. If in-kind hours are
being submitted, back-up documentation stating the same must be included. The City's
Reimbursement Report, Contractor Invoice and Service Report are due on the following
date:
• Monday, July 16, 2018.
Report and reimbursement request will be submitted via any of the following methods:
• Electronic mail
• Facsimile
• Standard mail
• Hand delivery.
Request will not be considered acceptable unless the following is met:
• Forms are completed accurately and submitted all together
• All necessary documentation has been submitted as delineated in the Service
Documentation
• Forms bear the signature and initials of the Contractor where indicated.
Monitoring & Performance Reviews
The City of Miami Beach and/or The Children's Trust reserves the right to inspect, monitor
and/or audit the Contractor to ensure contractual compliance. This includes, but is not limited
to:
• Review of on-site service delivery
• Inspection and review of employee files (for those employees providing services
under this contract)
• Review or audit records to ensure compliance with applicable accounting, financial
and programmatic standards
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• Exchange information about Agreement, program, and/or fiscal issues.
Monitoring will take place within ten (10) days of the commencement of services. The City will
notify the Contractor a minimum of five (5) business days notice prior to a monitoring visit.
Promotion & Public Relations
The Contractor agrees to promote the City of Miami Beach All Stars Program by:
• Displaying marketing materials (brochures, flyers, etc.) provided by the Program staff
• Creating a web link between the Contractor's website and the Program webpage
administered by the City
• Promoting the program on Contractor's social media websites
• Creating multimedia content regarding participants and programming for promotion
provided that written Authorization for Photography/Video is on file with the City
• Indicating membership in the City of Miami Beach All Stars Program in all self-
produced marketing materials that are produced for the benefit of youth and families.
Training Requirements
Personnel providing services under this Agreement will be required to be trained and certified
in the Summer STEM Curriculum; LEGO MINDSTORM EV3.
STEM Facilitators
Contractor will provide the City with following information for each facilitator:
• Name
• Phone number
• E-mail address.
Facilitators agree to adhere to behavior management guidelines.
Jewish Community Services of South Florida, Inc. 211 Helpline Registration
Contractor agency will register with Jewish Community Services of South Florida, Inc. 211 of
Miami to ensure that agency information is accurate and updated. This contractual obligation
is directed by The Children's Trust. Agency registration can be done at the following website:
https://icsfl.orq/services/switchboard-211/.
Additional Documentation
Contractor, as applicable, shall keep on file copies of its policies including but not limited to
confidentiality, incident reporting, sexual harassment, non-discrimination, equal opportunity
and/or affirmative action, Americans with Disabilities Act, and drug-free workplace.
The following documentation must be submitted with this executed agreement:
• All required insurance certificates
• Copy of most recent financial audit
• Copy of required business licenses and permits
• List of all members of Contractor's Board of Directors/Advisors, if applicable
• Contractor's Board of Directors/Advisors by-laws, if applicable
• Conflict of Interest policy
• Agency W-9 Form.
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EXHIBIT"B"
INVOICING
The Contractor agrees to provide the invoicing and services documentation along with
utilizing The City's following form attached herein:
• Reimbursement Report.
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CITY OF MIAMI BEACH MIAMI BEACH ALL STARS PROGRAM
REIMBURSEMENT REPORT
Office of Community Services/Grant Reimbursement Request
Grant Name F under
MIAM BEACH ALL STARS PROGRAM The Children's Trust
Contract Number Awarded Amount
AUGMENTED INTELLIGENCE ACADEMY,INC.
Reporting Period
Initials
Expended Thus Far $ - Available Balance $
This Request $Balance Remaining $
LRC#„ '«$r IkA Ta544ftOty Total`I uiPTnbus Roque LL•'Avalable41Sr, OR Rego„
$
-
5
- $ - $
- $ - $
TOTALS $ - $ - $
Documentation Submitted Not svbmmm
Service delivery documentation
List of service dates(Contractor Invoice)
Leverage/Match
Staff Member Hourly Rate Hourly Benefits N of Hours Line Total
- -
- $ - $
5 - $
-
Staff Total $
Space&Other in-Kind Unit Quantity Line Total
$ $
$ $
Add'I In-Kind $
Leverage Total $
I certify that the information provided above is accurate to the best of my knowledge and that I have included all documentation required to ascertain the delivery
of services as delineated in our contract with the City of Miami Beach.
Signature Date
EXHIBIT "C"
ATTACHMENTS
The following reference documents are attached:
• The Children's Trust Youth Enrichment 2017-2018 Contract
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