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MOU with Common Threads Incorporated ( OM 3ION TltlttS.U). ( 'UUII \'G ___ LIFE - Memorandum of Understanding Common Threads Incorporated and The City of Miami Beach This Memorandum of Understanding (MOU) establishes the terms of partnership between Common Threads Incorporated, an Illinois corporation, authorized to do business in Florida (Common Threads), and The City of Miami Beach, Florida, a Florida municipal corporation (the City) (Common Threads and the City may be individually referred to herein as a party or collectively as the parties). MISSION Common Threads believes cooking is a life skill. Through our hands-on cooking programs and nutrition education, Common Threads provides a preventative health program solution in urban schools to children, families, and teachers in underserved communities. Together, Common Threads and the City enter into this MOU to implement the Common Threads Cooking For Life program (the Program or Common Threads Program), between January 1, 2020 through September 30, 2020, as more particularly described in Attachment A hereto and pursuant to the terms and conditions contained herein. The Program, which will include Small Bites curriculum, Cooking Skills and World Cuisine lessons, Family Cooking lessons, Parent Workshops, and Healthy Teacher Trainings (HTT), will promote nutrition, healthy eating and an overall healthy lifestyle among participants,. Accordingly, Common Threads and the City agree to the following provisions under this MOU: II. SCOPE and IMPLEMENTATION RESPONSIBILITIES A. The parties agree to coordinate the Common Threads Program schedule, including programming and site locations for the Program lessons. The City will provide a Program Site at a City-owned or operated facility (City Facility). The City shall be responsible for promoting certain lessons, as indicated below. Any promotional materials for the Program shall require the prior approval of both parties. Upon mutual agreement of the parties, a class may be cancelled and rescheduled due to less than average enrollment numbers. B. Common Threads will implement 12 Small Bites sessions (96 lessons)with the potential to reach more than 300 youth participants at a City Facility. Common Threads will provide: • Training for City recreational leaders; • One Small Bites curriculum kit per educator; • Digital access to Common Bytes (online nutrition education platform); and • Grocery stipend. The City's obligations are as follows: • City recreational leaders shall teach the Small Bites lessons; • Enroll all participants and obtain consents for all youth participants participating in the Program; Page 1 of 11 • The City shall provide a City Facility with basic cooking equipment; and • The City shall prepare and disseminate promotional materials for the Program. C. Common Threads will implement 20 Cooking Skills and World Cuisine lessons (2 ten-week sessions) with the potential to reach more than 32 youth participants at a Program Site. Common Threads will provide: • Trained chef instructor to facilitate program for up to 16 youth participants per session; • 20 two-hour lessons on global cooking and nutrition; • Groceries and Sundries (plates, napkins, cups, cutlery, etc.); • Class set of hats and aprons; and • Passport workbook for each youth participant. The City's obligations are as follows: • Provide 8 adult volunteers; • Provide Class set of cooking equipment (Common Threads will provide list of necessary equipment); • Enroll all participants and obtain consents for all youth participants; • City shall prepare and disseminate promotional materials for the Program; and • The City shall provide a City Facility. D. Common Threads will implement 18 family cooking lessons with the potential to reach more than 30 families at a Program Site. Common Threads will provide: • Trained chef instructor to facilitate program for up to 5-6 families (16 people maximum); • 18 two-hour lessons including breakfast: getting a healthy start, family meals made easy, and restaurant meals you can make at home; • Groceries and Sundries (plates, napkins, cups, cutlery, etc.); • Class set of hats and aprons; and • Workbook for each family. The City's obligations are as follows: • Provide class set of cooking equipment (Common Threads will provide list of necessary equipment); • Enroll all participants and obtain consents for all youth participants; and • • The City shall prepare and disseminate promotional materials for the Program. E. Common Threads will implement 6 parent workshops at a City Facility for approximately 132 participants to enhance parent and community engagement activities within City of Miami Beach. Common Threads will provide: • Trained chef instructor to facilitate program for up to 20 adults; • Two 60-minute workshops; and • Cooking for Life Handbook for each family. The City's obligations are as follows: • Provide a City Facility to accommodate 20 participants (kitchen is optional) per workshop; • Prepare and disseminate promotional materials; and • Enroll all participants and obtain consents for all youth participants. Page 2 of 11 F. Common Threads will implement six (6) HTT workshops, with one (1) workshop for approximately 20 City recreational leaders and five (5) workshops for approximately 100 M-DCPS instructors from North Beach Elementary, South Pointe Elementary, Fienberg Fisher K-8 Center, Biscayne Elementary, and Nautilus Middle School at Program Sites. All staff will be invited, but HTT training is required for all teachers facilitating Small Bites. Common Threads would provide: • 2-hour in-person trainings led by Common Threads Chef and Trainer; • Introduction to nutrition and three healthy snack demos with samples; • Digital access to Common Bytes (online nutrition education platform); • Monthly newsletter updates for all participants with email; • Continuing education credit; • Support with scheduling and coordinating training with M-DCPS; • Projector and screen; and • A Program Site with access to sink for washing cooking equipment. III. PROJECT COSTS AND FINANCIAL RESPONSIBILITIES Total Costs for the partnership program are $30,604.11 A. The City will contribute $17,675.77, plus the City shall contribute up to an additional $1,250 for 5 sets of cooking equipment at a cost of$250 per set; for a total City contribution in an amount not to exceed $18,925.77. B. Common Threads will contribute $12,928.34, specifically for the expenses related to the Family Cooking Classes, Parent Workshops, and Healthy Teacher Trainings, as described in this MOU. C. Common Threads shall provide the City with an Invoice upon completion of any classes, including any request for reimbursement for cooking equipment. Invoices shall include a detailed description of the Program services (or portions thereof), including the class dates and the number of participants at each class, and shall be submitted to the following address: Dr. Leslie Rosenfeld, CHF Learning Development Officer City of Miami Beach 1700 Convention Center Drive Miami Beach, Florida 33139 The City shall reimburse Common Threads within forty-five (45) days from receipt of an invoice for approved Program services and equipment. IV. TERMS OF UNDERSTANDING; TERMINATION The term of this shall commence on January 1, 2020, and shall terminate on September 30, 2020, and may be extended upon written mutual agreement of the parties. This MOU and the parties' performance of their obligations herein, shall be reviewed at least annually to ensure that the MOU is fulfilling its purpose, and to make any necessary revisions. Either party may terminate this MOU upon thirty (30) days written notice to the other party, without penalties or liabilities. V. INDEMNIFICATION, INSURANCE AND LIABILITY A. Indemnification. Common Threads 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 Common Threads, its officers, employees, agents, contractors, or any other person or entity acting under Common Threads's control or supervision, in connection with, related to, or as a result of the Common Threads's performance of the Services pursuant to this Page 3 of 11 Agreement. To that extent, Common Threads 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. Common Threads expressly understands and agrees that any insurance protection required by this Agreement or otherwise provided by Common Threads shall in no way limit Common Threads's responsibility to indemnify, keep and save harmless and defend the City or its officers, employees, agents and instrumentalities as herein provided. The parties agree that one percent (1%) of the total compensation to Common Threads for performance of the Services under this Agreement is the specific consideration from the City to Common Threads for Common Threads's indemnity agreement. The provisions of this Section and of this indemnification shall survive termination or expiration of this Agreement. B. Insurance Requirements. Common Threads shall maintain and carry in full force during the Term, the following insurance: 1. General Liability, in the amount of$1,000,000 for bodily injury and property damage. Coverage must list the City of Miami Beach as an Additional Insured.; 2. Professional Liability, in the amount of$200,000; and 3. Workers Compensation & Employers Liability, as required pursuant to Florida Statutes. The insurance must be furnished by insurance companies authorized to do business in the State of Florida. All insurance policies must be issued by companies rated no less than "B+" as to management and not less than "Class VII" as to strength by the latest edition of Best's Insurance Guide, published by A.M. Best Company, Oldwick, New Jersey, or its equivalent. All of Consultant's certificates shall contain endorsements providing that written notice shall be given to the City at least thirty (30) days prior to termination, cancellation or reduction in coverage in the policy. The insurance certificates for General 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 Consultant specimen copies of the insurance policies in the event that submitted certificates of insurance are inadequate to ascertain compliance with required coverage. Common Threads is also solely responsible for obtaining and submitting all insurance certificates for any sub-consultants. Compliance with the foregoing requirements shall not relieve Common Threads of the liabilities and obligations under this Section or under any other portion of this Agreement. C. 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 Page 4 of 11 • compensation/fee to be paid to Common Threads pursuant to this Agreement, less any amounts actually paid by the City as of the date of the alleged breach. Common Threads hereby expresses its willingness to enter into this Agreement with Common Threads' recovery from the City for any damages from any action for breach of contract to be limited to a maximum amount of the compensation/fee to be paid to Common Threads 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, Common Threads hereby agrees that the City shall not be liable to Common Threads for damages in an amount in excess of the compensation/fee to be paid to Common Threads 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 contract arising out of the performance or non-performance of any obligations imposed upon the City by this Agreement. Nothing contained in this section or elsewhere in this Agreement is in any way intended to be a waiver of the limitation placed upon the City's liability, as set forth in Section 768.28, Florida Statutes. VI. NONDISCRIMINATION Common Threads shall comply fully with the City of Miami Beach Human Rights Ordinance, which is 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. VII.. OFFICIAL CONTACT Upon completion of this MOU, each party will appoint a person to serve as the official contact and coordinate the activities of each organization in carrying out this MOU. For purposes of administering this Agreement on behalf of the City, the City Manager or the City Manager's designee, as may from time to time be designated, in writing, by the City Manager, shall have authority to act for him/her with respect to any or all matters pertaining to this Agreement. The City Manager's designee shall also be authorized to designate, in writing, a contract manager with respect to the day to day operational matters pertaining to this Agreement. All notices and other communications required to be remitted pursuant to this Agreement to either party hereto shall be inviting and shall be delivered by verified facsimile transmission or e-mailed (with certified mail copy), return receipt requested, to the parties at the address indicated below Common Threads Contacts Linda Novick O'Keefe 3811 Bee Caves Road, Suite 108 Austin, Texas 78746 Lynnette Jean MADE at the Citadel 8325 NE 2nd Ave Miami, Fl 33138 Title Program Manager& CFO Email jean(@commonthreads.org, hraymond©commonthreads.orq Page 5 of 11 City of Miami Beach Contact/designee Dr. Leslie Rosenfeld Title Chief Learning Development Officer 1700 Convention Center Drive Miami Beach, Florida 33139 Email: Leslie Rosenfeld@miamibeachfl.gov Phone Numbers 305-673-7000 VIII. BACKGROUND SCREENING REQUIREMENTS In accordance with Sections 435.04 and 1012.465, Florida Statutes, employees, volunteers, contractors, and subcontracted personnel who work in direct contact with children or who come into direct contact with children must satisfactorily complete a Level 2 background screening investigation prior to commencing work pursuant to this Agreement. Prior to performing any services under this Agreement, Common Threads and Common Threads's employees, contractors, and any other individuals performing work under this Agreement on behalf of Common Threads must undergo and pass a Level 2 background check through the City's Human Resources Department. IX. VENUE, JURISDICTION, WAIVER OF JURY TRIAL, AND LEGAL FEES AND COURT COSTS. This Agreement shall be construed and governed in accordance with the laws of the State of Florida and any dispute arising hereunder shall be resolved in a court of competent jurisdiction in Miami-Dade County, Florida. The City and Common Threads waive any rights either party may have to a trial by jury of any civil litigation related to, or arising out of, this Agreement. In the event of any litigation between the Parties under this Agreement, each Party shall be responsible for its own attorney's fees and court costs through trials and appellate levels. The provisions of this paragraph shall survive the expiration or early termination or cancellation of this Agreement X. CONFIDENTIAL INFORMATION AND RECORDS The parties agree to abide by all applicable laws, including, without limitation, Family Educational Rights and Privacy Act (FERPA) and the Health Insurance Portability and Accountability Act (HIPAA) of 1996. XI. FLORIDA'S PUBLIC RECORDS LAWS A. Common Threads shall comply with Florida Public Records law under Chapter 119, Florida Statutes, as may be amended from time to time. Records made or received in connection with this Agreement are public records under Florida law, as defined in Section 119.011(12), Florida Statutes. B. The term "public records" shall have the meaning set forth in Section 199.011(12), as may be amended from time to time, which currently 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 Employer. C. Pursuant to Section 119.0701 of the Florida Statutes, if Common Threads meets the definition of "Contractor" as defined in Section 119.0701(1)(a), Common Threads shall: Page 6 of 11 (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 contract term and following completion of the Agreement if the Common Threads 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 Common Threads or keep and maintain public records required by the City to perform the service. If Common Threads transfers all public records to the City upon completion of the Agreement, Common Threads shall destroy any duplicate public records that are exempt or confidential and exempt from public records disclosure requirements. If Common Threads keeps and maintains public records upon completion of the Agreement, Common Threads 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 contract for services must be made directly to the City. If the City does not possess the requested records, the City shall immediately notify Common Threads of the request, and Common Threads must provide the records to the City or allow the records to be inspected or copied within a reasonable time. (2) Common Threads' 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 Common Threads 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 Common Threads to compel production of public records relating to the City's contract for services, the court shall assess and award against Common Threads the reasonable costs of enforcement, including reasonable attorney fees, if: a. The court determines that Common Threads 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 Common Threads has not complied with the request, to the City and to Common Threads. (2) A notice complies with subparagraph (1)(b) if it is sent to the City's custodian of public records and to Common Threads at Common Threads' address listed on its contract with the City or to Common Threads' registered agent. Such notices must be sent by common carrier delivery Page 7 of 11 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) If Common Threads complies with a public records request within 8 business days after the notice is sent is not liable for the reasonable costs of enforcement. Page 8 of 11 F. IF COMMON THREADS HAS QUESTIONS REGARDING THE APPLICATION OF CHAPTER 119, FLORIDA STATUTES, TO COMMON THREADS' 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 Page 9 of 11 City of Miami Beach, Flo f da Represe tative Name r��vast� Jimmy L. Morales Date o it?7 L 1 Title City Manager ATTEST: lQ• -z_3 !tar el F. Ornnndo, City Clerk 40, vawag4 1'1 't' -. * • ORATED: • .\NOORP = (0.1 \(&46.......2..' :/'' APPROVED AS TO FORM & LANGUAGE Zt2nCUTION ior, ) 4.1..:,3ti D Page 10 of 1177City AttorneyDate Common Threads I corporated Represei tati - Name I'///A '/L Date ! !l /9 Title er/ Page 11 of 11