PSA with Youth Academic Development Services a oir 3o/ 3 /
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PROFESSIONAL SERVIC S AGREEMENT
BETWEEN THE CITY OF MIAMI BEACH
AND
THE SUNSHINE ME HOD, INC
FOR
YOUTH ACADEMIC DEVELOPMENT ERVICES, PURSUANT TO
THE CITY'S YOUTH ENRIC MENT INITIATIVE
This Professional Services Agreement ("Agreem nt") entered into this 23 day of
2018, but shall be effective retroactiv ly as of August 1, 2018 (the "Effective
Date"), between the CITY OF MIAMI BEACH, FLO IDA, a municipal corporation organized
and existing under the laws of the State of Flori a, having its principal offices at 1700
Convention Center Drive, Miami Beach, Florida, 3 139 (the "City"), and THE SUNSHINE
METHOD, INC, a Florida for profit corporation, who e address is 325 South Biscayne Blvd.,
Unit#3321, Miami, Florida, 33131 ("Contractor") (col ectively, the "Parties").
SECTION 1
DEFINITION
Agreement: This Agreement between th- City and Contractor, including any
exhibits and amendments ther-to.
City Manager: The chief administrative offi er of the City. The City Manager's
designee shall be the Offic- of Housing and Community Services
Department Director.
Contractor: For the purposes of this Agre-ment, Contractor shall be deemed to be
an independent contractor, an not an agent or employee of the City.
Services: All services, work and acti•ns by the Contractor performed or
undertaken pursuant to the Ag eement.
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 Be-ch, Florida 33139; telephone number
(305) 673-7000, Ext. 6435; an fax number(305) 673-7023.
SECTION 2
SCOPE OF WORK S RVICES
2.1 In consideration of the Fee to be.paid to ontractor by the City, Contractor shall
provide the Sunshine Academy Workshop series during the School Year, as further
described in Exhibit"A,"entitled "Scope of Services" 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" 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
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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
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 guidelines set forth in Exhibit "A"
hereto, 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
2.4 Contractor agrees to be bound by and shall fully comply with the terms of the
contract, with an effective term from August 1, 2018 through July 31, 2019, between The
Children's Trust and the City, for youth enrichment, employment and supports through the
Miami Beach All Stars Program ("Program"), which is incorporated herein and attached
hereto as Exhibit"C" ("The Children's Trust Grant Contract").
SECTION 3
TERM
The term of this Agreement (Term) shall commence retroactively as of the Effective Date and
shall terminate on July 31, 2019. All Services to be rendered shall be completed no later than
July 31, 2019.
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 on
a fixed fee basis, in a total amount not to exceed Nine Thousand Eight Hundred and Ten
Dollars ($9,810.00).
4.2 Contractor shall be compensated for the Services, as set forth in Section 2 and
Exhibit"A", as follows:
a) Provision of forty-eight (48) Sunshine Academy Workshops each with an average of
twenty-one (21) youth at a rate of One Hundred Eighty-Seven Dollars and Fifty Cents
($187.50) per session for a maximum not to exceed the sum of Nine Thousand
Dollars ($9,000.00); and
b) Provision of twelve (12) Sunshine Academy Workshops each with an average of
seven (7) youth at a rate of Sixty-Seven Dollars and Fifty Cents ($67.50) for a
maximum not to exceed the sum of Eight Hundred and Ten Dollars ($810.00).
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".
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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.
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).
Contractor shall submit monthly Reimbursement Requests, Monthly Service Summary
Reports, and accompanying Monthly Client Status Lists, as set forth in Exhibit "B", which
include an itemized, detailed description of the Services, or portions thereof, provided
(including the names of the clients served and dates of service provision) and cost(s) for
same.
Invoices shall be signed by an authorized employee of the Contractor, 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 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
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 rights and remedies against Contractor. The City shall be entitled to recover all
costs of such actions, including reasonable attorneys'fees.
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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.
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
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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:
1. Comprehensive General Liability insurance, to include sexual molestation, in an
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:
a. Bodily Injury;
b. Property Damage;)
c. No exclusions for Abuse, Molestation or Corporal Punishment;
d. No endorsement for premises only operations.
2. 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 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.
3. 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 Contractor 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 nb 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.
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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
change in Contractor's Scope of Services, Attachment 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 JURISDICTIONNENUE/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
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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 its willingness to enter into this Agreement with Contractor's recovery from the
City for any damage action for breach of Agreement to be limited to a maximum amount of
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.
Accordingly, and notwithstanding any other term or condition of this Agreement, Contractor
hereby agrees that the City shall not be liable to the Contractor for damages in an amount
in excess of 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
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 section or elsewhere in this Agreement is in any way intended to
be a waiver of the limitation placed upon the City's liability, as set forth in Section 768.28,
Florida Statutes.
SECTION 9
[INTENTIONALLY DELETED]
SECTION 10
GENERAL PROVISIONS
10.1 AUDIT AND INSPECTIONS
Upon reasonable verbal or written notice to 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 Manager 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
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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.
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.
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 herein as if fully set forth herein.
The Contractor 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 Contractor further covenants that in the performance of
this Agreement, Contractor shall not employ any person having 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.
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(B) The term "public records" shall have the meaning set forth in Section 119.011(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
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 duplicate 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 copied 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
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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.
(3) A Contractor who complies with a public records request within 8 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(a)_MIAMIBEACHFL.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: THE SUNSHINE METHOD, INC.
Attn: Jasmine Khilnani, Chief Executive Officer
325 South Biscayne Blvd. Unit#3321
Miami, Florida 33131
(786) 266-5513
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
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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 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 39.001, 943.0542, 984.01, and 1012.465, and Chapters 402,
430, 435, 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 Agreement.
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 shall be acceptable by
the City.
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If background screenings are completed with VECHS, then Contractor shall complete the
"Affidavit for Level 2 Background Screenings," Attachment E-1 of The Children's Trust Grant
Contract, for each Agreement term. The Affidavit shall 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. Contractor shall keep the "Affidavit
for Level 2 Background Screenings" in Contractors records for its personnel, volunteers, and
sub-contractors. Contractor 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, comply with applicable federal and state laws on
confidentiality, and engage in measures to prevent unauthorized use, dissemination or
publication of confidential information regardless of the source of such information. Any
information determined to be confidential must be clearly marked as such. The Parties shall
not disclose 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. In any event, Contractor shall be responsible for defending
its claim that any information submitted to the City and/or The Children's Trust is confidential,
trade secret, or otherwise exempt from inspection and copying under Florida's Public
Records Law, including, but not limited to, defending or indemnifying the City or The
Children's Trust in the event that a claim or case is brought against the City or The Children's
Trust. 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 Contract. Contractor must
12
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 Contract, at Section 0-12, 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
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 and/or copyrightable result arising out of this Agreement, as well as all
information, specifications, processes, data and findings, shall be made available to the
City, in perpetuity, 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 patent or copyright by or on behalf of
the Contractor (or its employees or sub-contractors, 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.
13
IN WITNESS WHEREOF. the parties. hereto have ea used thin Alreciovnt io \m
exeu1ed by their apropriaIe officials, as of Uie date 1iit eiiio;ed above.
FOR CITY: CITY OF MIAMI BEACH, FLORIDA
ATTEST:
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FOR CONTRACTOR: `c 'NE -- -vv' THE SUNSHINE METHOD, INC.
ATTEST:
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EXHIBIT "A"
"SCOPE OF SERVICES"
All Services related to this Agreement being provided to minor children or youth must be
administered in a safe, public space (i.e. the minor's school).
Contractor staff must advise the City of the status of all referrals for Services related to this
Agreement within five (5) business days.
Contractor staff must advise the City of any challenges to service delivery, including but not
limited to language barriers, capacity issues, client concerns, staff concerns, and scheduling
challenges, immediately.
The Contractor agrees to provide the following services to youth enrolled in the City of Miami
Beach All Stars program:
Service Units of Documentation of Service
Service
Sunshine 60 Completion and execution of the following documents:
Academy 1. Pre/post Tutoring Assessments
Workshops 2. Tutor Monthly Service Summaries
Provision of the following:
• 2 Program Supervisors
• 1 Tutor, at a minimum, for every 7 youth
• Sunshine Academy Workshop Curriculum as outlined in
the Sunshine Academy All Stars proposal
• All curriculum-related materials
• Workshop-specific notebooks for each participant, if
necessa .
Related Definitions:
Tutoring Assessment - The Tutoring Assessment is completed by the Contractor's staff'in
accordance with their policies and procedures. The purpose of the Tutoring Assessment is to
evaluate the current academic skills and understand the academic deficits of the program
participants. The Tutoring Assessment is completed by tutor providing the service.
Sunshine Academy Workshops — The Sunshine Method: Sunshine Academy Workshop
series is implemented by the Contractor's staff in accordance with their policies and
procedures and in accordance with the Sunshine Academy All Stars proposal. The workshop
series is designed to empower and engage youth from various backgrounds and abilities to
be active and productive leaders in their community, while supporting their academic
development. The series creates consistent programming that will:
• Support youth's academic needs from different backgrounds and abilities;
• Prepare youth for secondary school and beyond;
• Mentor and empower youth to be active citizens and leaders in their communities.
Sessions have the ability to be adapted to the youth's individual needs and will incorporate
academic support, mentorship, and life skills development to meet social, emotional, and
behavioral needs. Contractor's staff must provide the City with feedback on the participant
academic progress following the completion of the final session. The Sessions are
documented in a monthly service summary report.
15
Services must be provided in accordance with the timeline below and in response to
client needs. Should the Contractor encounter challenges in meeting the below stated
service deliverables within the required timeframes, the Contractor may request an
extension. The approval and duration of all extensions are at the sole discretion of the
City. If the Contractor is unable to satisfy deliverables within the required timeframes,
the City reserves the right to conduct said services or assign said services to an
alternate vendor at its sole discretion.
Service Deliverables
School Year services must be delivered as follows:
September 11, 2018—March 8, 2019
Service A .- •.I S - A -•- .�r���.�r.�9•r.�•
Frequency 2 times •er week
4:00—5:30 pm
Time *Sessions may occur at an earlier time on early release days, in
which case Contractor will be notified.
Duration 24 weeks
#of Sessions offered ! 48 sessions
Mondays and Fridays
Schedule *If a scheduled Monday or Friday falls on a no school day(e.g. a
holiday or teacher planning day), Services will be performed on the
next closest school da .
Location Nautilus Middle School
March 11, 2019—June 3, 2019
Service A ••I Si - A -•- y��c•�r.u•z.
Frequency 1 time ser week
4:00—5:30 pm
Time *Sessions may occur at an earlier time on early release days, in
which case Contractor will be notified.
Duration 12 weeks
#of Sessions offered 12 sessions
Mondays
Schedule *If a scheduled Monday falls on a no school day(e.g. a holiday or
teacher planning day), Services will be performed on the next
closest school da .
Location Nautilus Middle School
The schedule is subject to change based on changes to the Miami-Dade County Public
Schools academic year calendar and the All Stars program calendar. Should any schedule
changes occur, Contractor will be notified. Program staff will make every effort to reschedule
any cancelled sessions during the contract year.
Service Documentation
Services will be deemed as provided when the following documentation is provided within the
noted timeframes:
Documentation I Timing I Submission Deadline
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Tutoring • Pre-test is administered to each Two (2) business days from
Assessment participant within the first two (2) sessions provision of service. Weekly
the student attends. document submissions must
• Post-test is administered within the last include status updates on any
two (2) sessions the participant attends. clients presenting difficulties
• Referral process documentation for with scheduling or service
identified client(For referrals within and/or provision.
outside of the All Stars Program.)
Service • Monthly progress reports per each On the fifth (5th) of every
Summary tutoring group month following service
• Referral process documentation for provision. Weekly document
identified client(For referrals within and/or submissions must include
outside of the service partnership.) status updates on any clients
presenting difficulties with •
scheduling or service
provision.
Communication Requirements & Expectations
Contractor's staff members must confirm receipt of all forms of communication, including
emails, phone calls, and text messages, no later than 48 hours from time of submission. If a
staff member is unable to respond within the required timeframe, that staff member must
assign a surrogate point of contact that will be able to fulfill the communication requirements
in the staff member's stead.
Penalties for Failure to Perform
If the Contractor fails, on two occasions, to submit required, accurate documentation in the
timeframe allotted, 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.
Documents submitted within the required timeframe and found to be insufficient are subject
to penalties for failure to perform.
If the Contractor fails, on three occasions, to submit required, accurate documentation in the
timeframe allotted within the Agreement Term, the Contractor is subject to the termination of
any further service referrals but will be allowed to complete the service units allotted to
existing clients. The decision to cease additional referrals rests in the sole discretion of the
City.
"Required, accurate documentation" may refer to:
• Monthly service summaries
• The City's Reimbursement Report & Invoice, reflecting in-kind hours, contributions,
and/or leverage, if applicable
• Monthly client lists
• Client Assessments
• Service documentation of any kind, including sign-in sheets
• Performance Measurement Tools
• Notification Emails
• Any document required by this Agreement.
If any individual employed by or independently contracted with the Contractor fails, on more
than one occasion, to attend or arrive on-time to a scheduled session without notifying the
17
City of an impending absence or tardiness, 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/contractors providing services under this Agreement:
• Resume demonstrating relevant experience
• Evidence of degree/credentials
• Job Description Signed by Employee
• Acknowledgement of agency Policies & Procedures
• 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
• Authorized time sheets, records, and attendance sheets to document the staff time
billed to provide Services pursuant to this Agreement
• Daily activity logs and monthly calendars of the provision of Services pursuant to this
Agreement
• Documentation of required/recommended Children's Trust or City-provided trainings.
The City 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 programmatic excellence, the City with provide participants
with evaluation forms at the end of each programming component to gauge their satisfaction
with services provided.
The City may conduct intermittent performance evaluations for the purpose of monitoring the
Contractor's performance and will conduct said evaluations utilizing a tool of its choice and at
its sole discretion.
Reporting Requirements
Contractor will provide the City with a reimbursement request utilizing the City's
Reimbursement Report Form (Exhibit"B") and a Service Summary Report due by 5:00 PM
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on the fifth (5th) of every month, once fully contracted services are completed. The client list
detailing the dates, services provided, and clients receiving said services must be included. If
in-kind hours are submitted, back-up documentation stating same must be included. In the
event that the fifth of the month lands on a Saturday, Sunday or holiday, the report must be
submitted the following business day. Reports are due to the City on the following dates:
• Friday, October 5, 2018 • Tuesday, March 5, 2019
• Monday, November 5, 2018 • Friday, April 5, 2019
• Wednesday, December 5, 2018 • Monday, May 6, 2019
• Monday, January 7, 2019 •, Wednesday, June 5, 2019.
• Tuesday, February 5, 2019
Monthly reports and reimbursement requests may be submitted via any of the following
methods:
• Electronic mail
• Facsimile
• Standard mail
• Hand delivery.
Monthly reports will not be considered acceptable unless the following is met:
• Forms are completely and accurately filled and submitted all together
• Necessary back-up materials are included (service documentation, sign-in sheets,
etc.)
• Reports bear the signature and initials of the authorized agency representative
submitting the report on behalf of Contractor where indicated.
Monitoring & Performance Reviews
The City 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 and completion of monitoring documents, such as
The Children's Trust On- Site Subcontractor Monitoring Tool,
• Inspection and review of client and employee files (for those employees providing
services under this Agreement)
• Review or audit of records to ensure compliance with applicable accounting, financial
and programmatic standards.
Monitoring will take place within forty-five (45) days of the commencement of services. The
City will notify the Contractor a minimum of one (1) business days' notice prior to an on-site
monitoring visit.
Promotion &Public Relations Requirements
The Contractor agrees promote the City of Miami Beach All Stars Program by:
• Displaying and distributing 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 PhotographyNideo 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.
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Training Requirements
Contractor agrees to send its administrative and direct service staff to relevant agency, City
and Children's Trust required and recommended trainings.
In the event that any Contractor staff member does not satisfy training requirements or does
not attend one or more of the required agency, City or Trust provided trainings, the City, at its
sole discretion, reserves the right to remove the staff member from the Contractor's roster for
the purposes of this Agreement.
Contractor's Staff Roster
Contractor will provide the City with following information for each individual employed by or
independently contracted with the Contractor to conduct services related to this Agreement:
• Name
• Resume
• Credentials, to include degrees and licenses, as required by position
• Phone number
• E-mail address
• Language Skills (minimum of one bilingual staff member required per every 10
contractually required clients)
• Contractual agreement between Contractor and Sub-Contractor.
Contractor agrees to adhere to screening staff and contracted employees for minimum
requirements appropriate to positions related to this Agreement and in accordance with
Contractor's policies and procedures.
Contractor's staff members are required to wear identification while conducting services.
Contractor's staff members agree to adhere to Program's 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
Helpline 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.orci/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, if applicable
• Contractor's Board of Directors by-laws, if applicable
• Conflict of Interest policy
• Agency 990 Form
• 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:
• Monthly Reimbursement Report.
REIMBURSEMENT REPORT _...
Office of Community Services/GrantReimbursement Request
F.
Grant Name I I Funder
MIAMI BEACH ALL STARS PROGRAM The Children's Trust
i.
;Contract Number Awarded Amount -i
.1916-1090-;THE SUNSHINE METHOD,INC ..
; $9,810.00
Reporting Period i .. .._ .......... ...... ........__ .. __
` ,.,Sep-18 '' II ... .
Initials
Expended Thus Far $ - ? Available Balance $ 9,810.00
s ;This Request $
Balance Remaining $ 9,810.00 _ ,. _
i
_, It m a x .� . N7 c_...
Fiscal Summary
Isu shneAcademyWorksh�o sRate #Sessions -Cat $a Tato PrgvfatfsReque 8alanceAu riab7e1, ` This tequest I
f tet
P $187.50 $ 9,810.00 $ -." $... .. ..981000 $
: :
{ $
4
$$$
- $ -_
$$ - 1 $
TOTALS $ 9,810.00: $' ;' $ 9,810.00 $ -
Documentation Checklist
Documentation ubmitted Not Submitted:
-Service delivery documentation
List of clients served
I
Leverage/Match
Staff Member Hourly Rate Hourly Benefits - #of Hours Une Total
$ :; $. ,<. $ ...... ._... . ....
'. .$ - $ $ -
$ ,_ $ ,,,. $ ::
$ - $ - $ _
Staff Total $ -
Space&Other,in-Kind valuelunitco:tUnit Quantity:, Line Total, e .
$ $
'$ - .-
$ -
'. '$ , $
...... E ._._ t$ '' $ Add'lIn-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.
' i
Signature ; ; Date s
Date Received by City of Miami Beach
Amount Authorized for Reimbursement
;
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f:'
EXHIBIT "C"
ATTACHMENTS
The following reference documents are attached:
• The 2018-2019 Children's Trust Youth Enrichment Contract No. 1916-1090
22