Prekindergarten Pilot Program Provider Contract with Toras Emes Academy of Miami, Inc. 2..GZa -3 1313
DocuSign Envelope ID: F0E846B4-2A15-41 F9-9604-5540EC54870F
CITY OF MIAMI BEACH
PREKINDERGARTEN PILOT PROGRAM
PROVIDER CONTRACT
(SCHOOL YEAR 2021-2022)
1. PARTIES AND TERMS OF CONTRACT
1.1 Parties. This Provider Contract ("Contract") relating to the City of Miami Beach
Prekindergarten Pilot Pro ramthe "CMB Program") is made and entered into
this day of 2/9/2021 I 2:12 PM ftOT by and between the City of Miami Beach,
Florida, a municipal corporation of the State of Florida (herein referred to as "CITY"), and Toras
Emes Academy of Miami, Inc., of Miami, a Florida not-for-profit corporation (herein referred to
as "PROVIDER"), with its principal office located at 1051 N. Miami Beach Blvd. N. Miami Beach,
FL 33162 and its provider physical site address (if the single site provider physical site address is
different from principal office address) located at 1051 N. Miami Beach Blvd. N. Miami Beach, FL
33162.
a. Multiple Public School Locations. If PROVIDER is a school district executing a
single Contract on behalf of multiple public school Prekindergarten (PK)
Education Program providers, a list of their names and their physical addresses
are included in Exhibit 1: Provider Location List; thereafter, PROVIDER shall
include each entity listed in Exhibit 1.
b. Multiple Private Provider Locations. If PROVIDER is executing a single
Contract on behalf of multiple private PK Education Program provider sites within
the CITY's service area, a list of their names and their physical addresses are
included in Exhibit 1: Provider Location List; thereafter, PROVIDER shall include
each entity listed in Exhibit 1.
c. Identification Number and Department of Children and Families Number.
Insert PROVIDER's EIN or Social Security(SSN) Number here:
59-1870702
Insert PROVIDER's Department of Children and Families (DCF) Number here:
El1MD0117
PROVIDER's EIN or SSN Number is requested in accordance with Sections
119.071(5)(a)(2) and 119.092, Florida Statutes, for use in the records and data
systems of the CITY. Submission of PROVIDER's EIN or SSN is mandatory.
PROVIDER's EIN or SSN will be used for processing payments to PROVIDER as
a CMB Program provider, for reporting those payments for federal tax purposes,
and for routine identification. PROVIDER's DCF Number is required to confirm
eligibility to provide services under this Contract.
1.2 Purpose. This Contract is designed to inform PROVIDER of the requirements of
participation in the CMB Program. Payment is not conveyed to PROVIDER through this Contract.
Instead, PROVIDER must agree to comply with the terms and conditions of this Contract in order
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to be eligible to participate in the CMB Program. This Contract is to engage an eligible provider to
provide PK Education Program services to eligible CMB Program participants. As referred to in
this Contract, "participant(s)" shall refer to the Miami Beach parent/guardian and their children, for
whom PROVIDER will be providing PK Education Programming under the CMB Program. A
school-year PK Education Program provides for 540 instructional hours. PK Education Programs
may receive funding from the State Voluntary Pre-Kindergarten(V-PK) Program, federal programs
or other third-party scholarships ("Third Party Funders"). Under the CMB Program, the CITY will
provide a stipend, in the amount of up to $2,700.00 per school year, to cover up to an additional
450 instructional hours ("Program Instructional Hours"), representing up to 2.5 hours per day for
180 days, payable, on a reimbursable basis, as more particularly described in Subsection 5.5.
The Program Instructional Hours may not serve to supplant, or duplicate funding provided by Third
Party Funders which is received by the participants. The Program Instructional Hours may serve
to provide an additional 2.5 PK Education Program hours per day, beyond those funded through
Third Party Funders, or as a stand-alone stipend. Program Instructional Hours may only be
applied toward programming occurring during the regular school hours for PROVIDER's PK
Education Program. Program Instructional Hours may not be applied toward after-school
programming hours.
1.3 Term. This Contract applies to the CMB Program for the 2021- 2022 school year.
PROVIDER shall offer a PK Education Program for the full school year. This Contract begins on
the date on which the Contract is signed and dated by the last party required to sign the Contract
(as reflected in Subsection 1.1 of the Contract), or the first day of school, aligned to the Miami-
Dade County public school calendar, whichever occurs last ("Effective Date"), and expires upon
completion of the school year or expenditure of the allotted Program Instructional Hours,
whichever occurs first, unless otherwise terminated earlier under the terms of the Contract (the
"Term").
2. PROVIDER ELIGIBILITY
To be eligible to deliver the CMB Program services, PROVIDER must be a traditional public
school; or one of the following private PK Education Program providers: (1) a child care facility,
licensed under Section 402.305, Florida Statutes; a family day care home licensed under Section
402.313, Florida Statutes; a licensed large family child care licensed under Section 402.313,
Florida Statutes, a non-public school exempt from licensure under Section 402.3025(2); or a faith-
based child care provider exempt from licensure under Section 402.316, Florida Statutes.
A charter school that includes a PK Education Program in its charter is a public school and shall
only execute this Contract with the approval and oversight of the school district. A charter school
that does not include a PK Education Program in its charter must meet the requirements to be a
private provider to be eligible to deliver the CMB Program.
Check the box to indicate PROVIDER's type:
DA public school (Exhibit 1 must be completed as an authorized attachment to this
Contract.)
ZA private provider (Exhibit 1 must be completed as an authorized attachment to this
Contract.)
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3. PROVIDER RESPONSIBILITIES AND SCOPE OF WORK
3.1 Child Enrollment. PROVIDER agrees to enroll eligible children as determined by the
CITY for the CMB Program. The CITY will provide PROVIDER with written notification of
eligibility for approved participants. PROVIDER will be required to execute an agreement with
the participants, as described in Subsection 5.1, as a condition precedent to acceptance of the
participants into the CMB Program.
3.2 Adherence to Requirements.
a. Provider agrees to deliver the CMB Program in accordance with all of the
requirements which are set forth in the applicable Florida statutes, rules, and this
Contract.
b. Provider agrees to participate in a CMB orientation prior to the execution of
the Contract if offered by the CITY.
3.3 Assessment. PROVIDER agrees to implement the CMB Program survey pre- and post-
to participants of the CMB Program,
3.4 Supplemental Services. PROVIDER shall not require a child to enroll for, or require the
payment of any fee or charge for, supplemental services (e.g., "extended-day," 'extended-year,"
"wrap-around," or "full-day" services) as a condition of admitting a participant in the CMB
Program. PROVIDER agrees to schedule all Program Instructional Hours offered for any CMB
Program class so that parents/guardians are not constructively required to enroll a child in
supplemental services or pay any fee or charge (e.g., scheduling Program Instructional Hours in
a day with a break in instructional time, for which parents would be required to pay for
supplemental services for care). A PROVIDER found to have required such fees is subject to
termination for cause of this Contract, as described in Subsection 11.1(d).
3.5 Class Staffing. PROVIDER agrees to maintain proper staffing for the CMB Program, as
required by Florida Statutes.
3.6 CITY'S Logo. PROVIDER may use the registered CITY logo in conjunction with the
operation of the CMB Program in advertisements, letterhead, educational and promotional
materials. PROVIDER agrees to comply with the CMB Program Logotype Usage and Brand
Guidelines and must cease use of the CITY's logo once services under this Contract are
suspended or terminated, or upon the CITY's request.
THE REMAINDER OF THIS PAGE IS INTENTIONALLY LEFT BLANK
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3.7 PROVIDER Deliverables for CMB Program
Type Task Provider Activities Due Date
Invoices for Program Private and Provide Invoices, signed by Monthly
Instructional Hours public PROVIDER and
parent/guardian of the
participant child within fifteen
(15) days from end of month
of service
Child Attendance Private and Child Attendance Monthly
Public records per Subsections 5.2
and 5.3
Information Private and Compliance with notification Subsection 5.1 —(upon
change Public requirements per Subsection execution of PROVIER-
notification 5.1 (Enrollment); Subsection Participant Agreement);
5.9 (Dismissal/Discharge); Subsection 5.9 (7
Subsection 12(a)(closure of calendar days from
business; and Subsection dismissal, withdrawal);
12(b) Reasons for dismissal Subsections: 12(a) (end o
of child participant business day of closure
date; 2 business days
after re-opening); and
12(b) (7 calendar days
from dismissal of child)
Liability Private Notification of Within 10 calendar days
insurance cancellation of changes of cancellation or
notification to general liability changes to general
coverage liability coverage
Implementation of Private and Administration of Survey Within the first 30
pre- and post- Public calendar days of CMB
survey Program class
commencement and 30
days from CMB
Program end date
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4. CITY RESPONSIBILITIES
4.1 PROVIDER eligibility. The CITY is responsible for determining eligibility of PROVIDER
to participate in the CMB Program.
4.2 Child Eligibility. CITY is responsible for determining the eligibility of children enrolling
in the CMB Program.
5. COMPENSATION AND FUNDING
5.1 Notification of Enrollment. PROVIDER agrees that it will not receive payment until the
PROVIDER has an executed agreement with the CITY, and the City has approved, in writing,
an agreement between PROVIDER and an eligible Miami Beach parent/guardian of a child
participating in the CMB Program (the "PROVIDER-Participant Agreement"). The
PROVIDER-Participant Agreement must describe the authorized use of the CMB Program
funds and the tuition rates for PROVIDER's PK Education Program. Upon review and
approval of the PROVIDER-Participant Agreement, The CITY's Chief Learning Officer will
provide a confirmatory letter of eligibility for the participant and the selected PROVIDER,
which letter shall be counter-signed by the participant parent/guardian and PROVIDER.
5.2 Attendance Documentation. PROVIDER agrees to document the daily attendance, to
certify the monthly attendance, and to certify the annual cumulative attendance of each child
admitted to PROVIDER's CMB Program class(es).
5.3 Parent Attendance Certification. PROVIDER agrees to require that the parent/guardian of
each child in the CMB Program verify, each month, the child's attendance on the prior month's
certified child attendance record.
5.4 Invoicing and Payment. PROVIDER shall provide the CITY with a monthly invoice, within
fifteen (15)days from the end of a given month, for payment of eligible Program Instructional
Hours to:
Dr. Leslie Rosenfeld
Chief Learning Development Officer
City of Miami Beach
1700 Convention Center Drive
Miami Beach, Florida 33139
E-Mail: leslierosenfeld(c miamibeachfl.gov
The invoice will be executed by the PROVIDER and the parent/guardian of the participant
child and include a reimbursement summary, the attendance documentation (certified by
PROVIDER), and the parent attendance certification for the given month. If the due date for
the monthly invoice and the foregoing required documentation falls on a holiday, PROVIDER
agrees to submit the monthly invoice, along with the required documentation to the CITY on
the proceeding business day. Documentation submitted late will be processed and paid in
the next payment cycle.
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Payments will be mailed to PROVIDER, within thirty (30) days from receipt of an acceptable
invoice, at the address for contact for PROVIDER, listed in Subsection 1.1 of the Contract.
At the option of the CITY, PROVIDER may be provided with the opportunity to receive
payment through Direct Deposit.
5.5 Payment Rate. PROVIDER will be entitled to receive payment for eligible Program
Instructional Hours of service provided during the Term, to be paid at PROVIDER's regular
rate or $6.00 per hour, whichever is less, for up to 2.5 hours per day for 180 days, not to
exceed $2,700.00 per applicable school year per participant child. Any discounts based on
income or other PROVIDER offerings available to the eligible participant will decrease the
amount due from the CITY, as applicable. If PROVIDER's tuition rate, as disclosed by the
PROVIDER-participant Agreement, exceeds the maximum CMB Program hourly rate of$6.00
per hour, the participant parent/guardian is responsible for paying any additional sums due
and owing PROVIDER.
5.6 No Advance Payment Option. PROVIDER understands that CITY will not provide any
advanced payments and will reimburse the provider as per contract terms.
5.7 Overpayment. PROVIDER agrees that, if the end-of-year reconciliation of payments reveals
that PROVIDER received payments in excess of the amount owed to PROVIDER, PROVIDER
agrees to return to the CITY the funds it was overpaid. If PROVIDER fails to return the funds
it was overpaid, within ten (10) days from receipt of a written request from the CITY,
PROVIDER will be subject to collection efforts. Any outstanding sums owed to the CITY shall
accrue interest at the rate of 18% per annum until paid. Additionally, PROVIDER will not be
eligible to participate in any additional CITY sponsored PK Education Programs until the
overpayment has been paid to the CITY.
5.8 Closures. PROVIDER agrees no compensation will be provided during temporary closures.
5.9 Child Participant Dismissal/Voluntary Withdrawal. In the event that a child participant is
dismissed or withdraws from the PROVIDER's location ("Unenrolled Participant"), funding for
the Unenrolled Participant shall terminate under this Contract. The unused portion of the
approved stipend will remain with the CITY for use by the Unenrolled Participant at a different
provider location or, at the CITY's option, for use by other approved participants. The
Unenrolled Participant may seek approval from the CITY to apply the balance of the approved
stipend to PK Education Services with a different provider. PROVIDER shall provide the CITY
with notice of an Unenrolled Participant within seven (7) calendar days.
6. AUDITING AND INSPECTIONS
6.1 Upon reasonable verbal or written notice to PROVIDER, 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 Contract.
PROVIDER shall maintain any and all such records at its place of business at the address set
forth in Subsection 1.1 of this Contract.
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6.2 Inspector General Audit Rights.
a. Pursuant to Section 2-256 of the Code of the City of Miami Beach, the CITY has
established the Office of the Inspector General which may, on a random basis, perform
reviews, audits, inspections and investigations on all CITY contracts, throughout the
duration of said contracts. This random audit is separate and distinct from any other audit
performed by or on behalf of the CITY.
b. The Office of the Inspector General is authorized to investigate CITY affairs and
empowered to review past, present and proposed CITY programs, accounts, records,
contracts and transactions. In addition, the Inspector General has the power to subpoena
witnesses, administer oaths, require the production of witnesses and monitor CITY
projects and programs. Monitoring of an existing CITY project or program may include a
report concerning whether the project is on time, within budget and in conformance with
the contract documents and applicable law. The Inspector General shall have the power
to audit, investigate, monitor, oversee, inspect and review operations, activities,
performance and procurement process including but not limited to project design, bid
specifications, (bid/proposal) submittals, activities of the PROVIDER, its officers, agents
and employees, lobbyists, CITY staff and elected officials to ensure compliance with the
contract documents and to detect fraud and corruption. Pursuant to Section 2-378 of the
CITY Code, the CITY is allocating a percentage of its overall annual contract expenditures
to fund the activities and operations of the Office of Inspector General.
c. Upon ten (10) days written notice to the PROVIDER, the PROVIDER shall make all
requested records and documents available to the Inspector General for inspection and
copying. The Inspector General is empowered to retain the services of independent
private sector auditors to audit, investigate, monitor, oversee, inspect and review
operations activities, performance and procurement process including but not limited to
project design, bid specifications, (bid/proposal) submittals, activities of the PROVIDER
its officers, agents and employees, lobbyists, CITY staff and elected officials to ensure
compliance with the contract documents and to detect fraud and corruption.
d. The Inspector General shall have the right to inspect and copy all documents and records
in the PROVIDER's possession, custody or control which in the Inspector General's sole
judgment, pertain to performance of the contract, including, but not limited to original
estimate files, change order estimate files, worksheets, proposals and agreements from
and with successful subcontractors and suppliers, all project-related correspondence,
memoranda, instructions, financial documents, construction documents, (bid/proposal)
and contract documents, back-change documents, all documents and records which
involve cash, trade or volume discounts, insurance proceeds, rebates, or dividends
received, payroll and personnel records and supporting documentation for the aforesaid
documents and records.
e. The PROVIDER shall make available at its office at all reasonable times the records,
materials, and other evidence regarding the acquisition (bid preparation)and performance
of this Agreement, for examination, audit, or reproduction, until three (3) years after final
payment under this Agreement or for any longer period required by statute or by other
clauses of this Agreement. In addition:
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1. If this Agreement is completely or partially terminated, the PROVIDER shall make
available records relating to the work terminated until three (3) years after any
resulting final termination settlement; and
2. The PROVIDER shall make available records relating to appeals or to litigation or
the settlement of claims arising under or relating to this Agreement until such
appeals, litigation, or claims are finally resolved.
f. The provisions in this section shall apply to the PROVIDER, its officers, agents,
employees, subcontractors and suppliers. The PROVIDER shall incorporate the
provisions in this section in all subcontracts and all other agreements executed by the
PROVIDER in connection with the performance of this Agreement.
g. Nothing in this section shall impair any independent right to the CITY to conduct audits or
investigative activities. The provisions of this section are neither intended nor shall they
be construed to impose any liability on the CITY by the PROVIDER or third parties.
7. MAINTENANCE OF RECORDS, DATA, AND CONFIDENTIALITY
7.1 Record Confidentiality. PROVIDER agrees to protect the confidentiality of child and
family records, as required by applicable law.
7.2 Record Maintenance. PROVIDER agrees to maintain records, including enrollment
and attendance records for children funded by the CMB Program; and other fiscal
records for audit purposes for a period of five(5)years from the date of the last payment
for that fiscal year or until the resolution of any audit findings or any litigation related to
this Contract, whichever occurs last. PROVIDER may maintain records in an electronic
medium and if the PROVIDER does so, then the PROVIDER shall back up records on
a regular basis to safeguard against loss.
8. PROVIDER'S COMPLIANCE WITH FLORIDA PUBLIC RECORDS LAW
8.1 PROVIDER shall comply with Florida Public Records law under Chapter 119, Florida
Statutes, as may be amended from time to time.
8.2 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.
8.3 Pursuant to Section 119.0701 of the Florida Statutes, if the PROVIDER meets the
definition of"Contractor' as defined in Section 119.0701(1)(a), the PROVIDER shall:
a. Keep and maintain public records required by the CITY to perform the service;
b. 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;
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c. 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 PROVIDER
does not transfer the records to the CITY;
d. Upon completion of the Agreement, transfer, at no cost to the CITY, all public records
in possession of the PROVIDER or keep and maintain public records required by the CITY
to perform the service. If the PROVIDER transfers all public records to the CITY upon
completion of the Agreement, the PROVIDER shall destroy any duplicate public records
that are exempt or confidential and exempt from public records disclosure requirements.
If the PROVIDER keeps and maintains public records upon completion of the Agreement,
the PROVIDER 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.
8.4 REQUEST FOR RECORDS; NONCOMPLIANCE.
a. 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 PROVIDER of the
request, and the PROVIDER must provide the records to the CITY or allow the
records to be inspected or copied within a reasonable time.
b. PROVIDER'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.
c. A PROVIDER who fails to provide the public records to the CITY within a
reasonable time may be subject to penalties under s. 119.10.
8.5 CIVIL ACTION.
a. If a civil action is filed against a PROVIDER to compel production of public records
relating to the CITY's contract for services, the court shall assess and award against the
PROVIDER the reasonable costs of enforcement if:
1. The court determines that the PROVIDER unlawfully refused to comply with the public
records request within a reasonable time; and
2. At least 8 business days before filing the action, the plaintiff provided written notice of
the public records request, including a statement that the PROVIDER has not complied
with the request, to the CITY and to the PROVIDER.
b. A notice complies with subsection (a)(2) if it is sent to the CITY's custodian of
public records and to the PROVIDER at the PROVIDER's address listed on its contract
with the CITY or to the PROVIDER'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.
c. A PROVIDER 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.
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8.6 IF THE PROVIDER HAS QUESTIONS REGARDING THE APPLICATION OF CHAPTER
119, FLORIDA STATUTES, TO THE PROVIDER'S DUTY TO PROVIDE PUBLIC
RECORDS RELATING TO THIS AGREEMENT, CONTACT THE CUSTODIAN OF
PUBLIC RECORDS AT:
CITY OF MIAMI BEACH
ATTENTION: RAFAEL E. GRANADO, CITY CLERK
1700 CONVENTION CENTER DRIVE
MIAMI BEACH, FLORIDA 33139
E-MAIL: RAFAELGRANADO@MIAMIBEACHFL.GOV
PHONE: 305-673-7411
9. LIMITATION OF CITY'S LIABILITY
The CITY desires to enter into this Contract 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 Contract, so that its liability for any such breach never exceeds the sum of$2,700.00, less
any payments received by PROVIDER during the Term. PROVIDER hereby expresses its
willingness to enter into this Contract with PROVIDER's recovery from the CITY for any damage
action for breach of contract to be limited to a maximum amount of$2,700.00 less any payments
received by PROVIDER during the Term.
Accordingly, and notwithstanding any other term or condition of this Contract, PROVIDER hereby
agrees that the CITY shall not be liable to the PROVIDER for damages in an amount in excess
of$2,700.00, less any payments received by PROVIDER during the Term 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.
10. NONDISCRIMINATION
Discrimination Prohibited.
In connection with the performance of the services under this Contract, PROVIDER 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, with respect to a PROVIDER located within the limits of the City of Miami Beach,
Florida, PROVIDER shall comply fully with the City of Miami Beach Human Rights Ordinance,
codified in Chapter 62 of the CITY Code, as may be amended from time to time, prohibiting
discrimination in employment, housing, public accommodations, and public services on account
of actual or perceived race, color, national origin, religion, sex, intersexuality, gender identity,
sexual orientation, marital and familial status, age, disability, ancestry, height, weight, domestic
partner status, labor organization membership, familial situation, or political affiliation.
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11. TERMINATION AND NONCOMPLIANCE
11.1 Termination for Cause. PROVIDER agrees that the CITY, through its City Manager,
has the right to terminate this Contract for cause at any time. The following are grounds for
termination for cause:
a. Breach of Contract Provisions. The City of Miami Beach may terminate this
Contract upon PROVIDER failing to fulfill in a timely manner, or otherwise violates,
any of the covenants, agreements, or stipulations to this Agreement.
b. Licensing; Health, Safety or Welfare. CITY may immediately terminate this
Contract on an emergency basis upon: (a) a notification by the Department of
Children and Families(DCF)or local licensing agency or accreditation body actions
or inactions of a PROVIDER that pose an immediate and serious danger to the
health, safety, or welfare of children; (b) PROVIDER's action, or lack of action,
which threatens the health, safety or welfare of children; or (c) revocation of
PROVIDER's DCF license.
c. Fraud. The CITY may suspend or terminate PROVIDER from participation in the
CMB Program when it has reasonable cause to believe that PROVIDER has
committed fraud.
d. Notice of Termination/Partial Termination. The CITY may terminate this
Contract for cause by sending PROVIDER written notice of termination at least
twenty-four(24)hours prior to termination. The written notice must specifically state
the basis of CITY's termination for cause. If PROVIDER has executed this Contract
on behalf of multiple locations and one or more of the locations is terminated
pursuant to this Section 11, then, at the sole discretion of the City Manager, the
CITY may terminate the entire Contract or chose to terminate a specific location
from the scope of the Contract.
11.2 Termination of Contract by PROVIDER. PROVIDER and CITY may agree to terminate
this Contract by mutual consent. PROVIDER may NOT unilaterally terminate this Contract at will.
Written notice of request to terminate must be given at least thirty (30) calendar days before the
termination date in order for the CITY to support the participant in making alternative
arrangements for uninterrupted services for children served under this Contract. If sufficient notice
of termination is not provided, CITY may refuse to issue the final reimbursement payment to
PROVIDER.
12. NOTIFICATION
Information Change Notification. PROVIDER agrees that it will comply with each of the
following notification requirements:
a. Submitting documentation demonstrating temporary closure by the close of business on
the first day that a closing occurs and submitting documentation demonstrating subsequent
reopening within two (2) business days after reopening; and
b. Providing notice and documentation specifying reasons for dismissal of a child participant
within seven (7) calendar days.
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13. INDEMNIFICATION
Indemnification. PROVIDER shall be fully liable for and indemnify, defend and hold harmless
CITY and all of their officers, directors, agents, contractors, subcontractors and employees from
and against any and all third-party claims, suits, actions, damages, judgments and costs that
arise whether in law or in equity, from any of the PROVIDER's agents, subcontractors or
employees' acts, actions, neglect or omission during the performance or operations under this
Contract or any subsequent modification thereof. This includes attorney's fees and costs. This
indemnification holds whether liability is direct or indirect and whether damage is to any person
or real or personal tangible or intangible property. If PROVIDER is a state agency or a
subdivision thereof, as defined in s. 768.28(2), this section is limited to the extent permitted by
s. 768.28, F.S.
14. MISCELLANEOUS PROVISIONS
14.1 Counterparts; Electronic Signatures. This Contract and any amendments hereto may
be executed in counterparts, each of which shall be an original as against either Party whose
signature appears thereon, but all of which taken together shall constitute but one and the same
instrument. An executed facsimile or electronic scanned signed copy of this Agreement shall
have the same force and effect as an original. The parties shall be entitled to sign and transmit
an electronic signature on this Agreement (whether by facsimile, PDF or other email
transmission), which signature shall be binding on the party whose name is contained therein.
Any party providing an electronic signature agrees to promptly execute and deliver to the other
parties an original signed Agreement upon request.
14.2 Severability. If any provision of this Contract is held to be unenforceable by a court of
competent jurisdiction, the remaining terms and conditions remain in full force and effect.
14.3 Amendments. Only authorized attachments, amendments, or supplements to this
Contract, executed by the parties, are authorized or permitted including those specifically
incorporated by reference in this Contract.
14.4 Applicable Law. In its performance of the CMB Program services under the Contract,
PROVIDER 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.
14.5 Not Transferrable. This Contract is not transferrable or assignable to another entity. A
change in ownership of the PROVIDER requires execution of a new contract. In the event of a
change of ownership, sale, sale of assets, conveyance of ownership or other transfer of ownership
interest, the PROVIDER shall notify the CITY no later than 30 calendar days prior to the transfer
of ownership.
14.4 Litigation and Venue. CITY and PROVIDER agree that any litigation related to this
Contract which is brought by CITY or PROVIDER will be brought in Miami-Dade County.
15.0 E-VERIFY
15.1 PROVIDER shall comply with Section 448.095, Florida Statutes, "Employment Eligibility"
('E-Verify Statute"), as may be amended from time to time. Pursuant to the E-Verify
Statute, commencing on January 1, 2021, PROVIDER shall register with and use the E-
Verify system to verify the work authorization status of all newly hired employees during
DocuSign Envelope ID:F0E846B4-2A15-41 F9-9604-5540EC54870F
the term of the Contract. Additionally, PROVIDER shall expressly require any
subcontractor performing work or providing services pursuant to the Contract to likewise
utilize the U.S. Department of Homeland Security's E-Verify system to verify the
employment eligibility of all new employees hired by the subcontractor during the Contract
term. If PROVIDER enters into a contract with an approved subcontractor, the
subcontractor must provide PROVIDER with an affidavit stating that the subcontractor
does not employ, contract with, or subcontract with an unauthorized alien. PROVIDER
shall maintain a copy of such affidavit for the duration of the Contract or such other
extended period as may be required under this Contract.
15.2 Termination Rights.
a. If the CITY has a good faith belief that PROVIDER has knowingly violated Section
448.09(1), Florida Statutes, the CITY shall terminate this Contract with PROVIDER
for cause, and the CITY shall thereafter have or owe no further obligation or liability
to PROVIDER.
b. If the CITY has a good faith belief that a subcontractor has knowingly violated the
foregoing Subsection 15.1, but the PROVIDER otherwise complied with such
subsection, the City will promptly notify the PROVIDER and order the PROVIDER
to immediately terminate the Contract with the subcontractor. PROVIDER's failure
to terminate a subcontract shall be an event of default under this Contract, entitling
CITY to terminate the PROVIDER's contract for cause.
c. A contract terminated under the foregoing Subsection 15.2(a) or 15.2(b) is not in
breach of contract and may not be considered as such.
d. The CITY or PROVIDER or a subcontractor may file an action with the Circuit or
County Court to challenge a termination under the foregoing Subsection 15.2(a)or
15.2(b) no later than 20 calendar days after the date on which the contract was
terminated.
e. If the CITY terminates the Contract with PROVIDER under the foregoing
Subsection 15.2(a), PROVIDER may not be awarded a public contract for at least
1 year after the date of termination of this Contract.
f. PROVIDER is liable for any additional costs incurred by the CITY as a result of the
termination of this Contract under this Section 15.
16. EXECUTION OF CONTRACT
PROVIDER has caused this Contract to be executed as of the date set forth in Subsection
1.1. By signing below, PROVIDER hereby certifies that PROVIDER has read and understood
this Contract. PROVIDER certifies that all information provided is true and correct and agrees
that noncompliance with the requirements of the CMB Program, which include the
requirements of this Contract, and all Exhibits and authorized attachments, shall result in
withholding of funds, or termination of this Contract at the discretion of CITY.
Warranty of Authority. Each person signing this contract warrants that he or she is
duly authorized to do so and to bind the respective party to the contract.
DocuSign Envelope ID:F0E846B4-2A15-41 F9-9604-5540EC54870F
FOR PROVIDER:
DocuSigned by:
�� — Yeshiva Toras chaim toras emes
of PresidentNice President/ Print Name
Secretary/Officer/Owner/Principal/or Other
Authorized Representative
®By Electronic Signature
Harayl Askotzky 2/8/2021 1 3:10 PM EST
Title Date
[DocuSigned by:
L bUirs Ruchie Berger
c370gr0y30104Cc.
Provider's Additional Signatory Print Name
(if required by the Provider)
❑By Electronic Signature
Government Voucher Coordinator 2/8/2021 1 3:20 PM EST
Title Date
Provider's Additional Signatory Print Name
(if required by the Provider)
❑By Electronic Signature
Title Date
FOR CITY OF MIAMI BEACH, FLORIDA:
1—DocuSigned by: DS DS
L1(06, r.t� G Raul J. Aguila
`--203D0240r92845D
Signature of Authorized CIT Print Name
Representative
❑By Electronic Signature
Interim City Manager 2/9/2021 1 2:12 PM EST
Title Date
APPROVED AS TO
FORM & LANGUAGE
& FOR EXECUTION
City Attorney Gal
DocuSign Envelope ID:F0E846B4-2A15-41F9-9604-5540EC54870F
Exhibit 1: Provider
Location List
Provider Legal Name: Toras Emes Academy of Miami, Inc.
(doing business as) Toras Emes Academy
If PROVIDER is executing this Contract on behalf of one physical location, mark this
Exhibit "Not Applicable" in the box below.
® Not Applicable
If PROVIDER is a school district executing a single Contract on behalf of multiple public
school PK Education Program providers or if PROVIDER is executing a single Contract on
behalf of multiple private PK Education Program sites, PROVIDER shall complete a Provider
Location List in a table format with the following columns:
A. Location Legal Name
B. Doing Business as Name (if applicable)
C. Physical Address
D. Employer Identification Number(EIN)
E. Department of Children and Families Number(DCF)
F. School Year(Y/N)
G. Official Use Only(for CITY use)