Amendment no.5 MEMORANDUM OF UNDERSTANDING w/ THE MIAM BEACH CHAMBER EDUCATION FOUNDATION,INC. and CMB DocuSign Envelope ID:517F24F4-3F8D-4CB4-A860-27FB234F4596
Resolution: 2019-30957
AMENDMENT NO. 5
TO THE MEMORANDUM OF UNDERSTANDING
BETWEEN
THE CITY OF MIAMI BEACH, FLORIDA
AND
THE MIAMI BEACH CHAMBER EDUCATION FOUNDATION, INC.
TO
IMPLEMENT A MIAMI BEACH NURSE ENHANCEMENT INITIATIVE FOR BEHAVIORAL
HEALTH SERVICES FOR SCHOOL YEAR 2021/2022
21 June
Amendment No. 5 ("Amendment") is made and entered into this day of , 2021,
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 ("CITY") and the Miami Beach Chamber
Education Foundation, Inc., a not-for-profit corporation organized and existing under the laws
of the State of Florida, having its principal place of business at 1920 Meridian Ave, 3rd Floor, Miami
Beach, Florida 33139 (`MBCEF") (collectively, the "Parties"), to amend the Memorandum of
Understanding entered into on July 26, 2016 ("MOU"), as amended by Amendment No. 1 to the -
MOU, dated May 25, 2017; Amendment No. 2 to the MOU, dated August 30, 2018; Amendment
No. 3 to the MOU dated August 12, 2019; and Amendment No. 4 to the MOU dated August 19,
2020 (the MOU, Amendment No. 1, Amendment No. 2, Amendment No. 3, and Amendment No.
4 shall be collectively referred to herein as the "MOU"), as follows:
RECITALS
WHEREAS, the CITY, North Bay Village, the Town of Bay Harbor Islands, the Town of
Surfside, and Bal Harbour Village (the "Participating Municipalities") determined that students
at North Beach Elementary, Treasure Island Elementary, and Ruth K. Broad Bay Harbor K-8
Center did not have full-time, on-site healthcare services and were, thus, underserved as
compared to other public schools in the feeder pattern that falls within the City of Miami Beach;
therefore, the Participating Municipalities, MBCEF and The Children's Trust ("The Trust")
entered into a Memorandum of Understanding on August 19, 2013 to provide healthcare services,
through a nurse, for these participating schools (the "Nurse Initiative") during the 2013-2014
school year and thereafter extended the Nurse Initiative to the 2014-2015 school year; and
WHEREAS, for the 2015-2016 school year, due to the success of the Nurse Initiative, and
because the basic healthcare services previously funded in the Nurse Initiative were being
provided by The Trust via the new School Health Programs, the services were enhanced to
provided behavioral health/mental health services for the participating schools through a licensed
clinical social worker("Nurse Enhancement Initiative"); and
WHEREAS, for the 2016-2017 school year, pursuant to Resolution No. 2016-29345, the
Nurse Enhancement Initiative was continued for North Beach Elementary, Treasure Island
Elementary, and Ruth K. Broad Bay Harbor K-8 Center, and, pursuant to Resolution No. 2016-
29468, was expanded to include Miami Beach Senior High School, Miami Beach Nautilus Middle
School, Miami Beach Fienberg-Fisher K-8, Biscayne Beach Elementary School, and Miami Beach
South Pointe Elementary School (collectively, the "Participating Schools"), by providing for a
licensed clinical social worker one day a week at each of the Participating Schools; and
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WHEREAS, on May 25, 2017, the CITY and MBCEF executed Amendment No. 1 to the
MOU, continuing the Miami Beach Nurse Enhancement Initiative for the 2017-2018 school
year; and
WHEREAS, on April 11, 2018, the Mayor and City Commission adopted Resolution No.
2018-30259,approving the expansion of mental health services at all public CITY elementary and
middle schools, in an amount not to exceed $60,000; and
WHEREAS, pursuant to Resolution No. 2018-30259, the CITY increased funding for
behavioral health services for the Miami Beach Nurse Enhancement Initiative for the 2018-
2019 school year providing funding for two (2) licensed clinical social workers, or agreed upon
equivalent professional, at each of the following CITY schools for the indicated number of days:
Miami Beach Senior High School,one(1)day; Miami Beach Nautilus Middle School, two(2)days;
Miami Beach Fienberg-Fisher K-8, two (2) days; Biscayne Beach Elementary School, two (2)
days; Miami Beach South Pointe Elementary School, two (2)days; and North Beach Elementary
School, one (1)day, (collectively, the "CITY's Participating Schools"); in a total amount not to
exceed $114,000; and
WHEREAS, on the 30th day of August, 2018, the CITY and MBCEF executed Amendment
No. 2 to the MOU, continuing the Miami Beach Nurse Enhancement Initiative for the 2018-
2019 school year; and
WHEREAS,on the 12th day of August, 2019,the CITY and MBCEF executed Amendment
No. 3 to the MOU, continuing the Miami Beach Nurse Enhancement Initiative for the 2019-2020
school year; and
WHEREAS,on the 19th day of August, 2020,the CITY and MBCEF executed Amendment
No. 4 to the MOU, continuing the Miami Beach Nurse Enhancement Initiative for the 2020-2021
school year; and
WHEREAS, the CITY will contribute funding in the amount of $139,000 to support the
Miami Beach Nurse Enhancement Initiative for the 2021-2022 school year providing funding
for two(2) licensed clinical social workers, or agreed upon equivalent professional, at each of the
following CITY schools for the approximate number of days indicated: Miami Beach Senior High
School, four(4)or five(5)days; Miami Beach Nautilus Middle School, two (2)days; Miami Beach
Fienberg-Fisher K-8, one(1)day; Biscayne Beach Elementary School, one (1)day; Miami Beach
South Pointe Elementary School, one (1) day; and North Beach Elementary School, one (1) day,
(collectively, the"CITY's Participating Schools"); and
WHEREAS, the Miami Beach Nurse Enhancement Initiative for behavioral health
services for the CITY's Participating Schools (the "Initiative") for the 2021-2022 school year
should be established pursuant to, and as part of, separate agreements to be entered into
between MBCEF, The Trust and/or the healthcare provider approved by The Trust("Provider")
to provide for the staffing and the payment of certain costs associated with the Nurse
Enhancement Initiative for the Participating Schools, for a total minimum global sum of
$232,600, pursuant to which the CITY's Participating Schools may receive additional days of
service. Once executed, the MBCEF/The Trust/Provider agreements shall be attached as
Attachment"A" hereto.
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NOW, THEREFORE, in consideration of the mutual conditions and promises contained
herein, the Parties agree to amend the MOU as follows:
1. ABOVE RECITALS.
The above recitals are true and correct and are incorporated as part of this
Amendment.
2. MODIFICATIONS.
The MOU is hereby amended (deleted items struck through and inserted items
underlined) as follows:
(a) Paragraph 3 of the MOU is hereby deleted in its entirety and replaced with the
following:
3. On or before October 31st, of each school year, the CITY shall provide funds
("CITY'S Contribution") to MBCEF for Initiative services on behalf of the CITY's
Participating Schools, in the amount of $53,600 from October 1, 2016 to July
31, 2017; $53,600 from October 1, 2017 to July 31, 2018; $113,600 from October
1, 2018 to July 31, 2019; $139,000 from October 5, 2019 to June 5, 2020 and from
August 5, 2020 to September 30, 2020; $139,000 from October 1, 2021 to July 31,
2022; and from August 1, 2022 to September 30, 2022 subject to the following
conditions:
a. a favorable recommendation of the CITY's Contribution toward the
Initiative is made by the CITY's Finance and Citywide Projects Committee
in July of each fiscal year; and
b. the CITY approves a budget during the CITY's budget hearings in
September of each fiscal year that provides funding for the CITY's
Contribution in each respective school year.
(b) A new Section 11 ("Insurance Requirements") is hereby added to the MOU, as
follows:
11. Insurance Requirements:
a. MBCEF shall maintain and carry in full force during the Term, the following
insurance:
1. General Liability, in the amount of$1,000,000;
2. Professional Liability, in the amount of$200,000; and
3. Workers Compensation & Employers Liability, as required pursuant to
Florida Statutes.
b. 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
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r /
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.
c. The insurance certificates for General Liability shall include the CITY as an
additional insured and shall contain a waiver of subrogation endorsement.
d. 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 MBCEF specimen copies of the insurance policies in the event
that submitted certificates of insurance are inadequate to ascertain compliance
with required coverage.
e. MBCEF is also solely responsible for obtaining and submitting all insurance
certificates for any sub-contractors.
f. Compliance with the foregoing requirements shall not relieve MBCEF of the
liabilities and obligations under this section or under any other portion of this
MOU.
g. MBCEF shall not commence any work and or services pursuant to this MOU
until all insurance required under this section has been obtained and such
insurance has been approved by the CITY's Risk Manager.
c. The MOU shall be amended to include the following new Section
12 ("Force Majeure"):
12. Force Majeure:
a. A "Force Majeure" event is an event that (i) in fact causes a delay in the
performance of MCEF or the CITY's obligations under the MOU, and (ii) is
beyond the reasonable control of such party unable to perform the
obligation, and (iii) is not due to an intentional act, error, omission, or
negligence of such party, and(iv)could not have reasonably been foreseen
and prepared for by such party at any time prior to the occurrence of the
event. Subject to the foregoing criteria, Force Majeure may include events
such as war, civil insurrection, riot, fires, epidemics, pandemics, terrorism,
sabotage, explosions, embargo restrictions, quarantine restrictions,
transportation accidents, strikes, strong hurricanes or tornadoes,
earthquakes, or other acts of God which prevent performance. Force •
Majeure shall not include technological impossibility, inclement weather, or
failure to secure any of the required permits pursuant to the MOU.
b. If the CITY or MCEF's performance of its contractual obligations is
prevented or delayed by an event believed by to be Force Majeure, such
party shall immediately, upon learning of the occurrence of the event or of
the commencement of any such delay, but in any case within fifteen (15)
business days thereof, provide notice: (i) of the occurrence of event of
Force Majeure, (ii) of the nature of the event and the cause thereof, (iii) of
the anticipated impact on the MOU, (iv) of the anticipated period of the
delay, and (v) of what course of action such party plans to take in order to
mitigate the detrimental effects of the event. The timely delivery of the
notice of the occurrence of a Force Majeure event is a condition precedent
to allowance of any relief pursuant to this section; however, receipt of such
notice shall not constitute acceptance that the event claimed to be a Force
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Majeure event is in fact Force Majeure, and the burden of proof of the
occurrence of a Force Maieure event shall be on the requesting party.
c. No party hereto shall be liable for its failure to carry out its obligations under
the MOU during a period when such party is rendered unable, in whole or
in part, by Force Majeure to carry out such obligations. The suspension of
any of the obligations under this MOU due to a Force Majeure event shall
be of no greater scope and no longer duration than is required. The party
shall use its reasonable best efforts to continue to perform its obligations
hereunder to the extent such obligations are not affected or are only
partially affected by the Force Majeure event, and to correct or cure the
event or condition excusing performance and otherwise to remedy its
inability to perform to the extent its inability to perform is the direct result of
the Force Majeure event with all reasonable dispatch.
d. Obligations pursuant to the MOU that arose before the occurrence of a
Force Maieure event, causing the suspension of performance, shall not be
excused as a result of such occurrence unless such occurrence makes
such performance not reasonably possible. The obligation to pay money
in a timely manner for obligations and liabilities which matured prior to the
occurrence of a Force Majeure event shall not be subject to the Force
Majeure provisions.
e. Notwithstanding any other provision to the contrary herein, in the event of
a Force Maieure occurrence, the CITY may, at the sole discretion of the
CITY Manager, suspend the CITY's payment obligations under the MOU,
and may take such action without regard to the notice requirements herein.
Additionally, in the event that an event of Force Maieure delays a party's
performance under the MOU for a time period greater than thirty(30)days,
the CITY may, at the sole discretion of the City Manager, terminate the
MOU on a given date, by giving written notice to MCEF of such termination.
If the MOU is terminated pursuant to this section, MCEF 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. In no event
will any condition of Force Majeure extend this MOU beyond its stated term.
a. The MOU shall be amended to include the new section 13 ("E-Verify")
13. E-Verify
a. MCEF 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,
MCEF shall register with and use the E-Verify system to verify the work
authorization status of all newly hired employees during the Term of the
MOU. Additionally, MCEF shall expressly require any subcontractor
performing work or providing services pursuant to the MOU 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 MCEF enters into a contract with
an approved subcontractor, the subcontractor must provide MCEF with an
affidavit stating that the subcontractor does not employ, contract with, or
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subcontract with an unauthorized alien. MCEF shall maintain a copy of
such affidavit for the duration of the MOU or such other extended period as
may be required under this MOU.
b. Termination Rights.
1. If the CITY has a good faith belief that MCEF has knowingly violated
Section 448.09(1), Florida Statutes,the CITY shall terminate this MOU with
MCEF for cause, and the CITY shall thereafter have or owe no further
obligation or liability to MCEF.
2. If the CITY has a good faith belief that a subcontractor has knowingly
violated the foregoing Subsection 13(a) but MCEF otherwise complied
with such subsection, the CITY will promptly notify MCEF and order MCEF
to immediately terminate the MOU with the subcontractor. MCEF's failure
to terminate a subcontractor shall be an event of default under this MOU,
entitling CITY to terminate MCEF's contract for cause.
3. A contract terminated under the foregoing Subsection (b)(1) or(b)(2) is not
in breach of contract and may not be considered as such.
4. The CITY or MCEF or a subcontractor may file an action with the Circuit or
County Court to challenge a termination under the foregoing Subsection
(b)(1) or (b)(2) no later than 20 calendar days after the date on which the
contract was terminated.
5. If the CITY terminates the MOU with MCEF under the foregoing Subsection
(b)(1), MCEF may not be awarded a public contract for at least 1 year after
the date of termination of this MOU.
6. MCEF is liable for any additional costs incurred by the CITY as a result of
the termination of this MOU under this Section.
3.RATIFICATION.
Except as amended herein, all other terms and conditions of the MOU shall remain in full
force and effect. In the event there is a conflict between the provisions of this Amendment
and the MOU, the provisions of this Amendment shall govern.
(THE REMAINDER OF THIS PAGE HAS BEEN INTENTIONALLY LEFT BLANK)
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•
i I
IN WITNESS THEREOF, the Parties hereto have caused this Amendment to be executed
by their respective and duly authorized officers as of the day and year first written above.•
ATTEST: CITY OF MIAMI BEACH, FLORIDA
DS DS
r—DocuSigned by: ,.—DocuSigned by:
By: rafad, GrauAA b By: (ktak ll
I'lardETEFM4ghado, City Clerk `Alif 7.3 atlhk, City Manager
6/21/2021 i 11:55 AM EDT
Date:
Approved as to form and
Legal sufficiency
APPROVED AS TO
FORM & LANGUAGE
& FOR yy��EX1�ECUTION
/��
Page 7 of 8 l )0- OCh01) A
/4./) 1,
City Altorneyi / Date
DocuSign Envelope ID:517F24F4-3F8D-4CB4-A860-27FB234F4596
ATTEST: MIAMI BEACH CHAMBER EDUCATION
FOUNDATION, INC.
-DocuSigned by: p p-DocuSigned by:
By: bt �' •
/ By: Uloloua.
1 efDltr • • 'grf%)171:14N;President and CEO
Date: 6/7/2021 i 5:51 PM EDT
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