Professional Services Agreement with Little Kids Rock, Inc. 2 0 I os-7
PROFESSIONAL SERVICES AGREEMENT
BETWEEN
THE CITY OF MIAMI BEACH
AND
LITTLE KIDS ROCK, INC.
FOR
MUSIC EDUCATION AND TEACHER TRAINING
This Professional Services Agreement (Agreement) is entered into this icf day of Nettember;
20between 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 (the "City"), and LITTLE KIDS ROCK, INC, a
California not-for profit corporation, whose address 271 Grove Avenue, Bldg. E-2, Verona, NJ
07044 ("Consultant").
SECTION 1
DEFINITIONS
Agreement: This Agreement between the City and Consultant, including any exhibits
and amendments thereto.
City Manager: The chief administrative officer of the City.
City Manager's
Designee: The City staff member who is designated by the City Manager to
administer this Agreement on behalf of the City. The City Manager's
designee shall be the Chief Learning and Development Officer.
Consultant: For the purposes of this Agreement, Consultant shall be deemed to be an
independent contractor, and not an agent or employee of the City.
Services: All services, work and actions by the Consultant performed or undertaken
pursuant to the Agreement.
Fee: Amount paid to the Consultant as compensation for Services.
Risk Manager: The Risk Manager of the City, with offices at 1700 Convention Center
Drive, Third Floor, Miami Beach, Florida 33139; telephone number (305)
673-7000, Ext. 6435; and fax number(305) 673-7023.
SECTION 2
SCOPE OF SERVICES
2.1 In consideration of the Fee to be paid to Consultant by the City, Consultant shall provide
the work and services described in Exhibit"A" hereto (the "Services").
Although Consultant 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
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Consultant 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 Consultant 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, Consultant should contact the following person:
Dr. Leslie Rosenfeld, Chief Learning and Development Officer
City of Miami Beach
1700 Convention Center Drive
Miami Beach, FL 33139
2.2 Consultant's Services, and any deliverables incident thereto, shall be completed in
accordance with the timeline and/or schedule in "A" hereto.
SECTION 3
TERM
The term of this Agreement ("Term") shall commence upon execution of this Agreement by all
parties hereto (the Effective Date set forth in p. 1 hereof January 1, 2020, and end on August 1,
2020.
Notwithstanding the Term provided herein, Consultant shall adhere to any specific timelines,
schedules, dates, and/or performance milestones for completion and delivery of the Services,
as same is/are set forth in the timeline and/or schedule referenced in Exhibit "A" hereto.
SECTION 4
FEE
4.1 In consideration of the Services to be provided, Consultant shall be compensated on a
fixed fee basis, in the amount of$18,000.00 (the "Fee").
4.2 The full $18,000.00 fee will be paid to Consultant in one lump sum following execution of
the Agreement by all parties and receipt the City of an acceptable and approved invoices. The
payment shall be made within forty-five (45) days from receipt of the invoice.
4.3 OUT OF POCKET EXPENSES
In addition to the Fee, the City will reimburse Consultant for the travel and registration costs, for
an amount up to $6,000.00 in total, for six (6) music teachers to attend LKR's Modern Band
Summit professional development conference in Fort Collins, Colorado on July 16-19, 2020.
This reimbursement will only be eligible for teachers who attend all LKR-offered professional
developments in Miami, between January and June, of 2020.
Only approved travel related expenses which exceed the scope of Services (Travel, lodging,
meals, etc.) will be reimbursed to the Consultant, in an amount not to exceed $6,000.00 over
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the Term of this Agreement, and in accordance with City-wide Procedure OD. 20.01 (Travel on
City Business), as may be updated by the City from time to time ("Reimbursable Expenses").
Reimbursable Expenses are an allowance set aside by the City and shall include actual
expenditures made by the Consultant in the interest of the Project and as permitted under the
Agreement. The Reimbursable Expenses allowance, as specified herein, belongs to, and shall
be controlled by the City. Any money not directed to be used by City for Reimbursable
Expenses shall remain with the City(i.e. unused portions will not be paid to Consultant).
Notwithstanding the above, any Reimbursable Expenses must be authorized, in advance, in
writing, by the City Manager or City Manager's designee. Invoices or vouchers for
Reimbursable Expenses shall be submitted to the City Manager's designee (along with any
supporting receipts and other back-up material required to support the amount invoiced, and as
requested by the City Manager's designee). Consultant shall certify as to each such invoice
and/or voucher that the amounts and items claimed as reimbursable are "true and correct and in
accordance with the Agreement." Only actual amounts incurred and paid (requiring proof of
payment) by the Consultant shall be invoiced, without any markups and/or additions.
Invoices shall include a detailed description of the Services (or portions thereof) provided, and
shall be submitted to the City at the following address:
Dr. Leslie Rosenfeld, Chief Learning and Development Center
City of Miami Beach
1700 Convention Center Drive
Miami Beach, FL 33139
SECTION 5
TERMINATION
5.1 TERMINATION FOR CAUSE
If the Consultant shall fail to fulfill in a timely manner, or otherwise violates, any of the
covenants, agreements, or stipulations material to this Agreement, the City, through its City
Manager, shall thereupon have the right to terminate this Agreement for cause. Prior to
exercising its option to terminate for cause, the City shall notify the Consultant of its violation of
the particular term(s) of this Agreement and shall grant Consultant ten (10) days to cure such
default. If such default remains uncured after ten (10) days, the City may terminate this
Agreement without further notice to Consultant. Upon termination, the City shall be fully
discharged from any and all liabilities, duties, and terms arising out of, or by virtue of, this
Agreement.
Notwithstanding the above, the Consultant shall not be relieved of liability to the City for
damages sustained by the City by any breach of the Agreement by the Consultant. The City, at
its sole option and discretion, shall be entitled to bring any and all legal/equitable actions that it
deems to be in its best interest in order to enforce the City's rights and remedies against
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Consultant. The City shall be entitled to recover all costs of such actions, including reasonable
attorneys' fees.
5.2 TERMINATION FOR CONVENIENCE OF THE CITY
THE CITY MAY ALSO, THROUGH ITS CITY MANAGER, AND FOR ITS
CONVENIENCE AND WITHOUT CAUSE, TERMINATE THE AGREEMENT AT ANY
TIME DURING THE TERM BY GIVING WRITTEN NOTICE TO CONSULTANT OF
SUCH TERMINATION; WHICH SHALL BECOME EFFECTIVE WITHIN THIRTY (30)
DAYS FOLLOWING RECEIPT BY THE CONSULTANT OF SUCH NOTICE.
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 CONSULTANT, 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, CONSULTANT
SHALL BE PAID FOR ANY SERVICES SATISFACTORILY PERFORMED UP TO THE
DATE OF TERMINATION; FOLLOWING WHICH THE CITY SHALL BE DISCHARGED
FROM ANY AND ALL LIABILITIES, DUTIES, AND TERMS ARISING OUT OF, OR BY
VIRTUE OF, THIS AGREEMENT.
5.3 TERMINATION FOR INSOLVENCY
The City also reserves the right to terminate the Agreement in the event the Consultant is
placed either in voluntary or involuntary bankruptcy or makes an assignment for the benefit of
creditors. In such event, the right and obligations for the parties shall be the same as provided
for in Section 5.2.
SECTION 6
INDEMNIFICATION AND INSURANCE REQUIREMENTS
6.1 INDEMNIFICATION
Consultant agrees to indemnify and hold harmless the City of Miami Beach and its officers,
employees, agents, and contractors, from and against any and all actions (whether at law or in
equity), claims, liabilities, losses, and expenses, including, but not limited to, attorneys' fees and
costs, for personal, economic or bodily injury, wrongful death, loss of or damage to property,
which may arise or be alleged to have arisen from the negligent acts, errors, omissions or other
wrongful conduct of the Consultant, its officers, employees, agents, contractors, or any other
person or entity acting under Consultant's control or supervision, in connection with, related to,
or as a result of the Consultant's performance of the Services pursuant to this Agreement. To
that extent, the Consultant shall pay all such claims and losses and shall pay all such costs and
judgments which may issue from any lawsuit arising from such claims and losses, and shall pay
all costs and attorneys' fees expended by the City in the defense of such claims and losses,
including appeals. The Consultant expressly understands and agrees that any insurance
protection required by this Agreement or otherwise provided by the Consultant shall in no way
limit the Consultant's responsibility to indemnify, keep and save harmless and defend the City or
its officers, employees, agents and instrumentalities as herein provided.
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The parties agree that one percent (1%) of the total compensation to Consultant for
performance of the Services under this Agreement is the specific consideration from the City to
the Consultant for the Consultant's indemnity agreement. The provisions of this Section 6.1 and
of this indemnification shall survive termination or expiration of this Agreement.
6.2 INSURANCE REQUIREMENTS
The Consultant shall maintain and carry in full force during the Term, the following insurance:
1. Consultant General Liability, in the amount of$1,000,000;
2. Consultant Professional Liability, in the amount of$200,000; and
3. Workers Compensation & Employers Liability, as required pursuant to Florida Statutes.
The insurance must be furnished by insurance companies authorized to do business in the
State of Florida. All insurance policies must be issued by companies rated no less than "B+" as
to management and not less than "Class VI" as to strength by the latest edition of Best's
Insurance Guide, published by A.M. Best Company, Oldwick, New Jersey, or its equivalent.
All of Consultant's certificates shall contain endorsements providing that written notice shall be
given to the City at least thirty (30) days prior to termination, cancellation or reduction in
coverage in the policy. 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.
The Consultant is also solely responsible for obtaining and submitting all insurance certificates
for any sub-consultants.
Compliance with the foregoing requirements shall not relieve the Consultant of the liabilities and
obligations under this Section or under any other portion of this Agreement.
The Consultant shall not commence any work and or services pursuant to this Agreement until
all insurance required under this Section has been obtained and such insurance has been
approved by the City's Risk Manager.
SECTION 7
LITIGATION 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, Consultant and the City expressly waive any rights either party
may have to a trial by jury of any civil litigation related to or arising out of this Agreement.
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SECTION 8
LIMITATION OF CITY'S LIABILITY
The City desires to enter into this Agreement only if in so doing the City can place a limit on the
City's liability for any cause of action, for money damages due to an alleged breach by the City
of this Agreement, so that its liability for any such breach never exceeds the sum of $10,000.
Consultant hereby expresses its willingness to enter into this Agreement with Consultant's
recovery from the City for any damage action for breach of contract to be limited to a maximum
amount of$10,000.
Accordingly, and notwithstanding any other term or condition of this Agreement, Consultant
hereby agrees that the City shall not be liable to the Consultant for damages in an amount in
excess of $10,000 for any action or claim for breach of contract arising out of the performance
or non-performance of any obligations imposed upon the City by this Agreement.
Nothing contained in this section or elsewhere in this Agreement is in any way intended to be a
waiver of the limitation placed upon the City's liability, as set forth in Section 768.28, Florida
Statutes.
SECTION 9
DUTY OF CARE/COMPLIANCE WITH APPLICABLE LAWS/PATENT RIGHTS; COPYRIGHT;
AND CONFIDENTIAL FINDINGS
9.1 DUTY OF CARE
With respect to the performance of the Services contemplated herein, Consultant shall exercise
that degree of skill, care, efficiency and diligence normally exercised by reasonable persons
and/or recognized professionals with respect to the performance of comparable work and/or
services.
9.2 COMPLIANCE WITH APPLICABLE LAWS
In its performance of the Services, Consultant 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.
9.3 PATENT RIGHTS; COPYRIGHT; CONFIDENTIAL FINDINGS
Any work product arising out of this Agreement, as well as all information specifications,
processes, data and findings, are intended to be the property of the City and shall not otherwise
be made public and/or disseminated by Consultant, without the prior written consent of the City
Manager, excepting any information, records etc. which are required to be disclosed pursuant to
Court Order and/or Florida Public Records Law.
All reports, documents, articles, devices, and/or work produced in whole or in part under this
Agreement are intended to be the sole and exclusive property of the City, and shall not be
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subject to any application for copyright or patent by or on behalf of the Consultant or its
employees or sub-consultants, without the prior written consent of the City Manager.
SECTION 10
GENERAL PROVISIONS
10.1 AUDIT AND INSPECTIONS
Upon reasonable verbal or written notice to Consultant, and at any time during normal
business hours (i.e. 9AM — 5PM, Monday through Fridays, excluding nationally recognized
holidays), and as often as the City 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. Consultant shall maintain any and all such records at its place of business at
the address set forth in the "Notices" section of this Agreement.
10.2 ASSIGNMENT, TRANSFER OR SUBCONSULTING
Consultant shall not subcontract, assign, or transfer all or any portion of any work and/or
service under this Agreement without the prior written consent of the City Manager, which
consent, if given at all, shall be in the Manager's sole judgment and discretion. Neither this
Agreement, nor any term or provision hereof, or right hereunder, shall be assignable unless as
approved pursuant to this Section, and any attempt to make such assignment (unless
approved) shall be void.
10.3 PUBLIC ENTITY CRIMES
Prior to commencement of the Services, the Consultant shall file a State of Florida Form PUR
7068, Sworn Statement under Section 287.133(3)(a) Florida Statute on Public Entity Crimes
with the City's Procurement Division.
10.4 NO DISCRIMINATION
In connection with the performance of the Services, the Consultant 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, Consultant 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.
10.5 CONFLICT OF INTEREST
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Consultant herein agrees to adhere to and be governed by all applicable Miami-Dade County
Conflict of Interest Ordinances and Ethics provisions, as set forth in the Miami-Dade County
Code, 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.
Consultant 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. Consultant further covenants that in the performance of this Agreement, Consultant
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 therefrom.
10.6 CONSULTANT'S COMPLIANCE WITH FLORIDA PUBLIC RECORDS LAW
(A) Consultant 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 119.011(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 Consultant meets the
definition of"Contractor" as defined in Section 119.0701(1)(a), the Consultant 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 contract term and following completion of the
Agreement if the Consultant 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 Consultant or keep and maintain public records
required by the City to perform the service. If the Consultant transfers all public
records to the City upon completion of the Agreement, the Consultant shall
destroy any duplicate public records that are exempt or confidential and exempt
from public records disclosure requirements. If the Consultant keeps and
maintains public records upon completion of the Agreement, the Consultant 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 the Consultant of the
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request, and the Consultant must provide the records to the City or allow the
records to be inspected or copied within a reasonable time.
(2) Consultant'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 Consultant 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 Consultant to compel production of public records
relating to the City's contract for services, the court shall assess and award
against the Consultant the reasonable costs of enforcement, including
reasonable attorneys' fees, if:
a. The court determines that the Consultant 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
Consultant has not complied with the request, to the City and to the
Consultant.
(2) A notice complies with subparagraph (1)(b) if it is sent to the City's custodian of
public records and to the Consultant at the Consultant's address listed on its
contract with the City or to the Consultant'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 Consultant 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 CONSULTANT HAS QUESTIONS REGARDING THE
APPLICATION OF CHAPTER 119, FLORIDA STATUTES, TO THE
CONSULTANT'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: RAFAELGRANADOMIAMIBEACHFL.GOV
PHONE: 305-673-7411
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SECTION 11
NOTICES
All notices and communications in writing required or permitted hereunder, shall be delivered
personally to the representatives of the Consultant and the City listed below or may be mailed
by U.S. Certified Mail, return receipt requested, postage prepaid, or by a nationally recognized
overnight delivery service.
Until changed by notice, in writing, all such notices and communications shall be addressed as
follows:
TO CONSULTANT: Little Kids Rock
do Charly Schwartz
Chief Operating Officer
271 Grove Avenue, Building E-2
Verona, NJ 07044
TO CITY: Organizational Development Performance Initiatives
do Dr. Leslie Rosenfeld
Chief Learning and Development Officer
1700 Convention Center Drive
Miami Beach, FL 33139
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 date of an acknowledged receipt, or, in all other cases, on the
date of receipt or refusal.
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.
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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 WAIVER OF BREACH
A party's failure to enforce any provision of this Agreement shall not be deemed a waiver of
such provision or modification of this Agreement. A party's waiver of any breach of a provision
of this Agreement shall not be deemed a waiver of any subsequent breach and shall not be
construed to be a modification of the terms of this Agreement.
12.4 JOINT PREPARATION
The parties hereto acknowledge that they have sought and received whatever competent advice
and counsel as was necessary for them to form a full and complete understanding of all rights
and obligations herein and that the preparation of this Agreement has been a joint effort of the
parties, the language has been agreed to by parties to express their mutual intent and the
resulting document shall not, solely as a matter of judicial construction, be construed more
severely against one of the parties than the other.
12.5 ENTIRETY OF AGREEMENT
The City and Consultant agree that this is the entire Agreement between the parties. This
Agreement supersedes all prior negotiations, correspondence, conversations, agreements or
understandings applicable to the matters contained herein, and there are no commitments,
agreements or understandings concerning the subject matter of this Agreement that are not
contained in this document. Title and paragraph headings are for convenient reference and are
not intended to confer any rights or obligations upon the parties to this Agreement.
[REMAINDER OF THIS PAGE LEFT INTENTIONALLY BLANK]
11.
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:
City Clerk Citl aria( -r
Date: f'VT crz c
•.Iy OR
4,1
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APPROVED AS TO
FORM & LANGUAGE
& FOR EXEFUTION
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City Attorney y` Date
FOR CONSULTANT: LITTLE KIDS ROCK, INC.
ATTEST:
By: Chatty SGhwaez
Charly Schwartz
Print Name and Title Charly Schwartz
Date:
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Exhibit A
Scope of Services -
City of Miami Beach and Little Kids Rock
Consultant agrees to train and equip music teacher at each of the City of Miami Beach public schools for
participation in the annual 2019-2020 summer workshop as more particularly set forth herein (the
"Project"). The Grant will support the growth of modern band music education in Miami Beach, in
accordance with the Modern Band Miami initiative and the Memorandum of Understanding between
Miami-Dade County Public Schools("M-DCPS") and the Consultant, dated February 1, 2019 (the "MOU")
a copy of which is attached hereto as Exhibit"1".
Project Description
Consultant will provide modern band professional development, curricular resources and musical
instruments during the 2019-2020 school year to three(3)music teachers,one from each of the following
schools:
• Biscayne Beach Elementary School
• Miami Beach Nautilus Middle School
• Miami Beach South Pointe Elementary School
In addition, Consultant will leverage matching funds to provide additional professional development and
resources, including instruments to music teachers representing all six (6) M-DCPS schools in Miami
Beach:
• Biscayne Beach Elementary School
• Miami Beach Fienberg Fisher K-8
• Miami Beach Senior High School
• Miami Beach Nautilus Middle School
• North Beach Elementary School
• Miami Beach South Pointe Elementary School
All Project-related activity will comply with the terms of the MOU.
Promotion and Publicity
The City and the Consultant may engage in activities to promote and publicize the Project. Such activities
will be agreed to in writing prior to any activation and will also be in accordance with the M-DCPS MOU.
Each party has the right to approve in advance each and every use of its name, trademarks, logos,
copyrights and any other owned intellectual property, in all marketing materials, print, broadcast,digital,
video, and any other media, now in existence or to be created in the future, as well as in any other
materials connected to any activity conducted under the terms of this Agreement. Each party will provide
prompt review and approval or objection to materials proposed to be used by the other party.
Tax Exempt Status
Consultant's tax identification number and its tax exempt status are valid as of the date hereof, and
Consultant agrees to report immediately to the City any changes to the Consultant that could lead to a
change in that tax exempt status.
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Exhibit"1"
"Modern Band Miami":An Initiative of the Miami-
Dade County Public Schools and Little Kids Rock
Memorandum of Understanding
THIS MEMORANDUM OF UNDERSTANDING (MOU),entered into this 1•'day of February,
2019, by and between The School Board of Miami-Dade County, Florida, a political
subdivision of the State of Florida,existing under the laws of the State of Florida hereinafter
referred to as the"Miami-Dade County Public Schools,"the"School Board,"or"M-DCPS,"
whose principal address is 1450 NE 2 Avenue,Miami,Florida 33132 and Little Kids Rock,
Inc.,a California nonprofit public benefit corporation whose principal address is 271 Grove
Avenue,Building E2,Verona,New Jersey 07044.
The term of this MOU shall be for three school years (2019-2020, 2020-2021,and 2021-
2022).This MOU may by mutual written confirmation be extended for an additional three
year term (an"Extension Amendment").
Miami-Dade County Public Schools (M-DCPS) wishes to expand its modern band music
programming to reach as many schools throughout the district as possible. Modern band is
a genre-based instrumental music program,like jazz band,marching band or orchestra,that
focuses on contemporary popular music.
M-DCPS has been working with the national nonprofit, Little Kids Rock, Inc.(LKR), since
2014-2015 school year. Over the past four school years, LKR has provided professional
development,training,and curriculum to over 100 district teachers and has also donated
thousands of musical instruments to the district.
"Modern Band Miami" is being initiated to support the M-DCPS's goal of expanding its
modern band programming throughout the district.LKR proposes to make a philanthropic
investment(in time and resources-forthe avoidance of doubt,no cash contribution byLIAR
to M-DCPS is contemplated hereby) in support of the "Modern Band Miami" initiative valued
at up to $1,600,000 and,by doing so,to accomplish all of the following by the end of the
2021-2022 school year:
1. Expand the modern band programs of the M-DCPS to reach up to 60,000 students.
2. Provide modern band professional development for up to 300 M-DCPS teachers to
assist them in the expansion and/or creation of their modern band programs.
3. Provide modern band curriculum for M-DCPS teachers from K-12
4. Donate the modern band instruments to the district (guitars, keyboards, basses,
drum sets, vocal equipment and computer resources) for use by participating
teachers.
The M-DCPS is supportive of these goals and wishes to work in support of them however
and whenever possible. The five specific areas of partnership our outlined below:
Partnership Area#1:Modern Band Training and Professional Development
54563742v.3
Teachers of the M-DCPS will be recruited and selected to participate with assistance
and oversight from the Miami-Dade County Public Schools. Teachers selected to
participate must be present for Modern Band Professional Development Workshops.
These trainings will be conducted as needed during the school year and on dates
deemed appropriate by the Miami-Dade County Public Schools.
Partnership Area#2: Registration Requirements
Each participating teacher is required to(1)register their modern band programs
with M-DCPS school inventory and (2) report to LKR how many students they are
reaching with their modern band programs.
Partnership Area#3: Instrument Award and Management
1. Each teacher that successfully completes full modern band training will
receive an award of instruments valued at up to$7,500.These instruments,
are,from the moment LKR donates them,considered property ofthe district.
In the event multiple teachers from one school attend the Modern Band
trainings the total value of the instrument donation will not exceed$10,000
per school.
2. If the teacher leaves a M-DCPS school but transfers within the district,the
instruments should follow them to their new assignment.
3. If the teacher leaves the Miami-Dade County Public Schools, the instruments
will be redistributed to other trained modern band teachers within the city.
In some cases,if a suitable replacement from the same school can be found
within 12 months,they may inherit the instruments provided the successor
assumes the responsibilities for the administrative portion of the program.
This "provisional" modern band teacher must receive training from LKR
within one year of assuming their new responsibilities or the instruments
may be redistributed within the district.Transferring instruments will be
handled by LKR Staff.
Partnership Area#4:Teacher Hours
LKR will provide philanthropic investment in the M-DCPS's modern band programs
during the first 3 years of the venture (2019-2020, 2020-2021 and 2021-2022).
LKR's contribution to the"Miami Modern Band"three-year initiative will confer a
value of up to $1,600,000.
To ensure that these resources can be put to good use, the M-DCPS schools may
dedicate up to $1,600,000 worth of regular school hours instructional time to
modern band programs throughout the district during that same period of time.
Partnership Area US: Potential Extension of"Modern Band Miami"
If"Modern Band Miami"is deemed successful and worthy of continuation by both
the M-DCPS and LKR,the initiative maybe extended for an additional 3 school years
and further investments maybe made upon execution of an Extension Amendment.
This decision on whether or not to extend the"Modern Band Miami"initiative will
be made during the 2021-2022 school year.
During this potential, second three-year period, any new, participating district
schools will consider assuming financial responsibility (as budgets allow) for the
purchase of any needed musical instruments.
During this same period,LKR would continue to donate professional development,
54563742v.3
curriculum and other programmatic support. LKR may also consider the donation of
additional musical instruments at its discretion.
The five areas of partnership outlined in this agreement serve as the basis upon which the
M-DCPS and LKR will work jointly to serve the schools'teachers and students,and give as
many students as possible the lifelong gift of music education.
General Terms
Confidentiality of Student Records
LKR understands and agrees that it is subject to all federal and state laws and School Board
Policies relating to the confidentiality of student information.LKR further agrees to comply
with the Family Educational Rights and Privacy Act("FERPA"),20 U.S.C.§1232g,as maybe
amended.LKR shall regard all student information as confidential and will not disclose the
student information to any third party.
Governing Law;Venue;Attorneys'Fees
This Agreement shall be governed by, and construed in accordance with the laws of the
State of Florida.In the event of litigation,venue for any claim shall lie exclusively in a court
of competent jurisdiction in Miami-Dade County.Each party shall be responsible for its own
attorneys'fees and costs,from pre-trial through all appeals.
Either Party reserves the right to terminate this Agreement at any time and for any reason,
upon giving thirty(30) days prior written notice to the other Party.
Access to Records/Florida's Public Records Laws
LKR understands the broad nature of these laws and agrees to comply with Florida's Public
Records Laws and laws relating to records retention. LKR shall keep and maintain public
records required by the School Board to perform the service. LKR shall keep records to
show its compliance with program requirements. Contractors and subcontractors must
make available,upon request of the School Board,a Federal grantor agency,the Comptroller
General of the United States, or any of their duly authorized representatives, any books,
documents, papers, and records of LKR which are directly pertinent to this specific
Agreement for the purpose of making audit, examination, excerpts,and transcriptions.Upon
request from the School Board's custodian of public records,provide the School Board 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 this chapter or as
otherwise provided by law. LKR shall 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 contract if LKR does not transfer the records to the public agency.LKR shall retain all
records for five (5)years after final payment is made or received and all pending matters
are completed pursuant to Title 34,Sections 80.36(b)(1).Upon completion of the contract,
LKR shall transfer,at no cost,to the School Board all public records in possession of LKR or
keep and maintain public records required by the School Board to perform the service. If
LKR transfers all public records to the School Board upon completion of the contract,LKR
shall destroy any duplicate public records that are exempt or confidential and exempt from
public records disclosure requirements. If LKR keeps and maintains public records upon
completion of the contract,LKR shall meet all applicable requirements for retaining public
records. All records stored electronically must be provided to the School Board, upon
request from the School Board's custodian of public records,in a format that is compatible
with the information technology systems of the School Board.
IF LKR HAs quEsTiONS REGARDING THE APPLICATION OF CHAPTER 119,FLORIDA
54563742v.3
STATUTES,TO THE PROVIDER'S DUTY TO PROVIDE PUBLIC RECORDS RELATING TO
THIS CONTRACT,CONTACT THE CUSTODIAN OF PUBLIC RECORDS AT 305-995-1128,
prrBdadeschoois.net,and 1450 NE 2 Avenue,Miami, Florida 33132.
Patents, Copyrights and Royalties
All boolts,manuals,films or other materials suitable for copyright or patent,regardless of
means of transmission,produced as a result of the worm or services performed pursuant to
this Agreement,are hereby reserved as the exclusive property of and sole ownership by the
School Board, unless and to the extent that the parties agree otherwise, as evidenced in
writing and included as a part of this Agreement. For the avoidance of doubt,the parties
agree that LKR is not hereby transferring nor shall it be required to transfer to the School
Board any of LKR's intellectual property of any kind, including but not limited to its
curriculum, teaching and training materials, teaching methods, and similar intellectual
property and improvements thereon,whether developed by LKR(i)before the term hereof
or (ii) during the term hereof, as the same may be extended, pursuant to any worlt or
services performed by LKR which are not required to be performed pursuant to this
Agreement, or for any other reason.
In addition,Contractors awarded contracts involving Federal Funds are subject Rights to
Invention as set forth in 37 CFR 401.
Bacltground Screening Requirements
In accordance with the requirements of §1012.465, §1012.32 and §1012.467, Florida
Statutes,and School Board Policies 847S,1121.01,3121.01 and 4121.01 as amended from
time to time LKR agrees that,if LKR receives remuneration for services,LKR and all of its
employees who provide ormay provide services under this Contract will complete criminal
history checks, and all background screening requirements, including level 2 screening
requirements as outlined in the above-referenced statutes and School Board Policies prior
to providing services to The School Board of Miami-Dade County.
Additionally, LKR agrees that each of its employees, representatives, agents, subcontractors
or suppliers who is permitted access on school grounds when students are present,who has
direct contact with students or who has access to or control of school funds must meet level
2 screening requirements as described in the above-referenced statutes and School Board
Policies.
A non-instructional contractor who is exempt from the screening requirements set forth in
§1012.465,§1012.468 or§1012.467, Florida Statutes,is subject to a search of his or her
name or other identifying information against the registration information regarding sexual
predators and sexual offenders maintained by the Department of Law Enforcement under
§943.043 and the national sex offender public registry maintained by the United States
Department of Justice.
Further,upon obtaining clearance by School Board,if School Board deems necessary,School
Board will issue a photo identification badge,which shall be worn by the individual at all
times while on School Board property when students are present.
LKR agrees to bear any and all costs associated with acquiring the required background
screening--including any costs associated with fingerprinting and obtaining the required
photo identification badge. LKR agrees to require all its affected employees to sign a
statement,as a condition of employment with LKR in relation to performance under this
Bid/RFP/Agreement, agreeing that the employee will abide by the heretofore described
bacliground screening requirements, and also agreeing that the employee will notify
LKR/Employer of any arrest(s)or conviction(s)ofany offense enumerated in School Board
54563742a.3
Policies 8475,1121.01,3121.01 and 4121.01 within 48 hours of its occurrence.LKR agrees
to provide the School Board with a list of all its employees who have completed background
screening as required by the above-referenced statutes and who meet the statutory
requirements contained therein. LKR agrees that it has an ongoing duty to maintain and
update these lists as new employees are hired and in the event that any previously screened
employee fails to meet the statutory standards. LKR further agrees to notify the School
Board immediately upon becoming aware that one of its employees who was previously
certified as completing the background checli and meeting the statutory standards is
subsequently arrested or convicted of any disqualifying offense.Failure by LKR to notify the
School Board of such arrest or conviction within 48 hours of being put on notice and within
five(S)business days of the occurrence of qualifying arrest or conviction,shall constitute
grounds for immediate termination of this Agreement.
The parties further agree that failure by LKR to perform any of the duties described in this
section shall constitute a material breach of the Agreement entitling the School Board to
terminate this Agreement immediately with no further responsibility to make payment or
perform any other duties under this Agreement.
Written Notice Delivery
Any notice required or permitted to be given under this agreement by one party to the
other party shall be in writing and shall be given and deemed to have been given
immediately if delivered in person to the recipient's address set forth in this section or on
the date shown on the certificate of receipt if placed in the United States mail, postage
prepaid, by registered or certified mail with return receipt requested, addressed to the
receiving party at the address hereinafter specified ("Notice").
LKRAddress.The address for LKR for all purposes under this agreement and for all Notices
hereunder shall be: Little Kids Rock, Inc.
Attention: Charly Schwartz
271 Grove Avenue,Building E2,
Verona, New Jersey07044
With a copy to: Seyfarth Shaw LLP
Attention:OferLion
601 South Figueroa Street,Suite 3300
Los Angeles, California 90017
School Board's Address.The address for the School Board for all purposes under this
Agreement and for all Notices hereunder shall be:
The School Board of Miami-Dade County,Florida
Attn:Alberto M. Carvalho, Superintendent
1450 N.E. Second Avenue,Suite 912
Miami,Florida 33132
With a copy to:
The School Board of Miami-Dade County, Florida
Department: Department of Mathematics and Science
Department Director:Attention:Cristian Carranza,Administrative Director
Address: 1501 NE 2 Avenue,Room 321
Miami,Florida 33132
And a copy to:
The School Board of Miami-Dade County, Florida
Attn:Walter J. Harvey,School Board Attorney
1450 N.E. Second Avenue,Suite 430
Miami,Florida 33132
54563742v.3
Entire Agreement
It is understood and agreed that this Agreement contains the complete understanding and
agreement of the parties. No stipulation, agreement or understanding shall be valid or
enforceable unless contained in this Agreement. No representations or statements made by
any employees, agents or representatives of either party shall be binding on either party as
a warranty or otherwise, except as expressly set forth herein. LIAR represents that the
individual signing this Agreement on its behalf has the authority to do so and to so legally
bind the party. LKR represents that the execution, delivery and performance of this
Agreement by LKR has been fully and validly authorized by all necessary corporate action.
S BMITTED BY: THE SCHOOL BOARD OF MIAMI-DADE
COUNTY,FLORIDA
Cha Air 47: Mistrator Signature T ate / B
/ ipreSignature
/ (Supeaintead •Designee
Divisi n Head ignature atc Date:
�I�`�Ci Tabitha G. Fazzino
DESIGNEE
Office of Grants Administration Signature Date
(if applicable)
NO'l'L:Signature of Assistant Superintendent for the Office of
Intergovernmental Affairs and Grants Administration
regiieed ONLY for contracts financed from Contracted
Programs Funds(f•art IY).
APPROV I ;'.'1141*K AND BENEFITS
((ate i um, Ho] :,asu oit): LITTLE KIDS ROCK,INC.
� Z /1 Legal Name of Contracting Party
Rn ) a :;_ ent Sim Date
0.€1,1,t
AW
BY:
APPROVED AS TO FORM AND LEGAL Signature
surriClENCv
(as to the School Board):
-No' s David Wish,CEO, Founder, 2/01/19
r424,, (Name Typed) (Title) (Date)
Schee& : iq I T omey-. gnature Date
Address:
iroVe Ave. TIdc i Q.
Vercr-A, 07G44 .
F.E.I.N.(If organization): 94-3396568
School Board Employee: Yes 0 No
M-DCPS Employee No.
54563742v3