Amendment 1 to the agreement with Little Kids Rock, Inc. } Zat9 36051
AMENDMENT NO. 1
TO
PROFESSIONAL SERVICES AGREEMENT
z I BETWEEN
THE CITY OF MIAMI BEACH, FLORIDA
AND
LITTLE KIDS ROCK, INC.
FOR
MUSIC EDUCATION AND TEACHER TRAINING
This Amendment No. 1 ("Amendment") to the Professional Services Agreement,
dated 14'h of February,2020, by and between the City of Miami Beach, Florida, a municipal
corporation organized and existing under the laws of the State of Florida, having its
principal place of business at 1700 Convention Center Drive, Miami Beach, Florida 33139
(the "City"), and Little. Kids Rock, Inc., a California not-for profit corporation, having its
principal place of business at 71 Grove Avenue, Bldg. E-2, Verona, NJ 07044
("Consultant"), is entered into this 1 1 day of CJs , 2020 "(Effective Date"):
RECITALS
WHEREAS, on October 16, 2019, the Mayor and City Commission adopted
Resolution Number 2019-31051, authorizing the City Manager to partner with Consultant
to bring culturally relevant music education to Biscayne Beach Elementary School, Miami
Beach Nautilus Middle School, and Miami Beach South Pointe Elementary School,
commencing in January of the 2019-2020 school year, and continuing each year
thereafter, with the City making a onetime contribution during the 2019-2020 school year,
in an amount not to exceed$24,000.00, comprised of$18,000.00 for music education and
$6,000.00 for approved out-of-pocket travel expenses for one music teacher at each of
the Miami Beach schools for participation at the annual 2019-2020 summer workshop;
and further authorizing the City Manager to accept a funding match of $18,000.00 by
Consultant through the Wildflower Foundation, to be applied toward additional teacher
professional development and music equipment for Miami Beach Senior High, Miami
Beach Nautilus Middle School, Miami Beach Fienberg Fisher K-8, Miami Beach South
Pointe Elementary School, North Beach Elementary School, and Biscayne Beach
Elementary School; and
WHEREAS, on February 14, 2020,the City and Consultant executed a Professional
Services Agreement (the "Agreement"), for the professional development of teachers in
the discipline of music,and the donation of music equipment to Miami Beach schools (the
"Project"), as part of the Services more particularly described in Exhibit "A" of the
Agreement(the"Services"); and
WHEREAS, due to the delay in the start of the Project and the interruption of the
Services by the COVID-19/novel Coronavirus pandemic, Consultant has not been able to
continue providing the Services to completion; and
WHEREAS, in light of this pandemic, the Services will have to be provided in a
virtual setting; therefore, the $6,000.00 originally budgeted for out-of-pocket travel
expenses for six(6)teachers can now be allocated toward registration fees, in the amount
of$100.00 per teacher for up to twenty(20)teachers for professional development; and
WHEREAS, the parties wish to amendment the Agreement, extending the term of
the Agreement for one more year and modifying the scope of the Agreement to permit the
Services to be provided in a virtual setting, permitting a greater amount of teachers to
' benefit from the professional development component of the Project.
NOW THERE,ORE, in consideration of the mutual promises and conditions
contained herein, and other good and valuable consideration, the sufficiency of which is
hereby acknowledged, the City and Consultant hereby agree to amend the Agreement as
follows:
1. ABOVE RECITALS.
The above recitals are true and correct and are incorporated as part of this
Amendment.
2. MODIFICATIONS.
The Agreement is hereby amended (deleted items struc4F-t#r-Gugh and inserted
items underlined) as follows:
(a) Section 3 of the Agreement is hereby amended to read as follows:
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 February 14 2020, and end on August 1, 2021.
(b) Section 4.3 of the Agreement is deleted in its entirety and replaced with the
following:
In addition to the Fee, the City will reimburse the Consultant for the
registration! cost of one-hundred dollars ($100.00) per teacher for an
amount up to$2,000 in total,for twenty(20)music teachers to attend LKR's
Modern Band Summit professional development virtual conference in
summer 2020. This reimbursement will only be eligible for teachers who
were employed in a public school located within the City of Miami Beach
during the 2019-20 school year and who are employed in a public school
located in the City of Miami Beach for the 2020-21 school year. Invoice
shall include a detailed description of the teacher attending including name,
public school employed, and iob title, and shall be submitted to the City at
the following address:
Dr. Leslie Rosenfeld
Chief Learning and Development Officer
City of Miami Beach, 1700 Convention Center Drive
Miami Beach, FL 33139
(c) Exhibit "A"to the Agreement is deleted in its entirety and replaced with the
attached Amended Exhibit"A".
2
3. RATIFICATION'.
Except as amended herein, all other terms and conditions of the Agreement shall
remain unchanged and in full force and effect. In the event there is a conflict
between the provisions of this Amendment and the Agreement, the provisions of
this Amendment shall govern.
IN WITNESS VVHEREOF, the parties hereto have caused this Amendment to be
executed by their appropriate officials, as of the date first entered above.
THE REMAINDER OF THIS PAGE IS INTENTIONALLY LEFT BLANK.
3
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FOR CITY: CITY ?F MIAMI "EACH, FLORIDA
,.. .
ATTEST:
By: N
Ai (-4/11/AMMIIII. '
IIIIIIM
i• ' . ,el E. ariado,City Clerk Jim y L. .rales,City Manager
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FOR-GeNSEIL-T-ANT: LITTLE KIDS ROCK, INC.
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Charly Schwartz
Print N7rhe I Print Name
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{ Amended
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
during the 2019-20 and 2020-1021 school years and enroll music teachers in the virtual 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 Uriderstanding 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 and 2020-2021 school years 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 FienbeI?rg Fisher K-8
• Miami Beach Senio i 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 I 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 ofFlorida,existing under the laws ofthe 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 mayby 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-for the avoidance ofdoubt,no cash contribution byL1AR
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 yer:
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 trainin1gs 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 LKRdonates 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.
1 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 iqestments maybe made upon execution ofan 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 outlinedin 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 musiceducation.
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 too 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
ofcompetentjurisdiction 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 grantoragency,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 allpending 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
p4
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 akd Royalties
All books,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 has 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.
Background 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 or mayprovide services underthis 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
orsuppliers who is permitted access onschool 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 underthis
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 ofanyarrest(s)orconviction(s)ofany offense enumerated in School Board
54563742a.3
1
4 Policies 8475,1121.01,3121.01 and 4121.01 within 48 hours of its occurrence.LI{R agrees
to provide the School Board with a listofall its employees who have completed background
screening as requireid 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 ofanydisqualifying offense.Failure byLKR 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 oir 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 LKRforall 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:Ofer Lion
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 bei
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,agentsIor 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 lAgreement 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 SCHORI
OL BOARD DA OF MIAMI-DADE
COUNTY,FFLLORI
rAVA Ii t C
Cha x_57 'o ; •is cistratorSignature IP ate 1 g
cid Signature
a ' (Superixtendeat.e€-Sehe •Designee)
DivisilnHead ignature �l atc� Date: �IlSt 1ab(tha G. Fazzino
DESIGNEE
Office of Grants Administration Signature Date
(if applicable)
N0'1'L:Signature of Assistant Superintendent for the Office of
Intergovernmental Affairs and Grants Administration
regiieed ONLY for contractsifinanced from Contracted
Programs Funds(f•art IY).
APPROV D. 1lti I3K AND BENEFITS
(( S I ): LITTLE KIDS ROCK,INC.
aasBout
Legal Name of Contracting Party
Ita,e t c 2 A /1
RisA I a :gement Signals ae Date
;S)..0
BY: , /41_,
APPROVED AS TO FORM AND LEGAL Signature
surriClENCv
(as to the School Board):
-No" David Wish,CEO,Founder, 2/01/19
e IP. • 4 s if 5 (Name Typed) (Title) (Date)
Sch®mil .n, Tof/ley-f.'pasture Date
Address:
R-7/ Grove Ave. T)Idc EQ
Verc L, � 0/0'7 .
F.E.I.N.(If organization):94-3396568
School Board Employee:Yes 0 No
M-DCPS Employee No.
54563742v3