Community Development Block Grant-Coronavirus Agreement with Dr.Don Shapiro Inc •
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COMMUNITY DEVELOPMENT BLOCK GRANT-CORONAVIRUS AGREEMENT
FOR THE CITY OF MIAMI BEACH EMERGENCY SMALL BUSINESS REIMBURSEMENT GRANT
PROGRAM
(FISCAL YEAR 2021)
BETWEEN
THE CITY OF MIAMI BEACH
AND
DR.DON SHAPIRO INC
3/21/22 3/21/2022 I 10:46 AM EDT
This Agreement made and entered into this day of , 2022, by and between
the CITY OF MIAMI BEACH, FLORIDA,a Florida municipal corporation having its principal office at 1700
Convention Center Drive, Miami Beach,Florida,33139, (hereinafter referred to as"City")Dr.Don Shapiro
Inc, a Florida for profit corporation having its principal place of business at 6989 Collins Avenue, Miami
Beach, FL, 33141 (hereinafter referred to as"Grantee").
WHEREAS,on May 13,2020,the City Commission approved Resolution No.2020-31256,
approving an initial allocation of Community Development Block Grant-Coronavirus(CDBG-CV)funding
to create the City's Small Business Assistance Program with the principal goal of the program being to
support and promote business longevity by retaining or creating jobs;and
WHEREAS, on October 28, 2020, the City Commission adopted Resolution No. 2020-
31471, approving the allocation of$900,000 for small business assistance through receipt of additional
CDBG-CVtfunding made available by the U.S. Department of Housing and Urban Development(HUD);
and
WHEREAS, the City Commission directed the Administration to utilize up to$600,000 of
the CDBG-CV funds for small business assistance grants in order to assist qualified Miami Beach small
businesses with an award of up to TWENTY THOUSAND DOLLARS($20,000,00);and
WHEREAS,the Administration developed the Emergency Small Business Reimbursement
Grant Program (the"Program")to provide relief to eligible microenterprises and small businesses;and
WHEREAS, Grantee applied for the Program and has been deemed an eligible business,
pending compliance with Program requirements and the receipt by the City of all required documentation;
and
WHEREAS,the City desires to provide a grant to Grantee under the terms of the Program.
NOW,THEREFORE,in consideration of the mutual benefits contained herein,the City and
Grantee agree as follows:
Section 1. Agreement Documents: Agreement documents shall consist of this Agreement and the
following four(4)exhibits,all of which are attached and incorporated in this Agreement:
• Exhibit A-Scope of Services
• Exhibit B—Required Employee and Expense Documentation
• Exhibit C -Financial Management for CDBG-CV funded activities
• Exhibit D-Quarterly Report Form
Section 2. Statement of Work: The Grantee agrees to implement the Program in accordance with
Exhibits A and B,which Program is summarized as follows:
Small Business COVID-19 Relief and Low-Income Employment:
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Pursuant to the CARES Act, the CDBG-CV funding is intended to"avoid job loss caused
by business closures related to physical distancing by providing short-term assistance for
qualified business expenses" (as defined in Exhibit"A")to eligible small businesses who
agree to employ and/or retain at least one (1) qualified low- and moderate-income
employee (as defined in Exhibit "A") for a period of one (1) year from the date the City
verifies employment for the qualified employee (the "Compliance Period"). If Grantee
complies with the terms of the Program during the Compliance Period, the Grant Funds
shall be forgiven by the City, pursuant to a written notification to Grantee. If Grantee is not
able to document compliance with the terms of the Program during the Compliance Period,
Grantee shall be required to repay to the City all of the Funds received under this
Agreement.
Section 3. Agreement Amount: The City agrees to make available Community Development Block
Grant-Coronavirus(CDBG-CV)funds, in an amount not to exceed TWENTY THOUSAND
DOLLARS (20,000.00) for use by the Grantee during the Term of the Agreement to be
spent on any business operational costs such as payroll, utilities, rents, or mortgage
interest (for business accounts in existence as of October 1, 2020), etc. and/or eligible
COVID-related expenditures. Grant money may only be used to reimburse those eligible
expenses which have occurred after October 1, 2020(hereinafter,the aforestated amount
including, without limitation, any additional amounts included thereto as a result of a
subsequent amendment(s)to the Agreement,shall be referred to as the"Funds").
Section 4. Alterations: Any change to the Program shall require the prior written approval of the City
Manager,which approval, if given at all, shall be at his/her sole reasonable judgment and
discretion.
Section 5. Reporting Requirements and Method of Payment: In compliance with 24 CFR 570.503
(b)(2), Exhibit B contains a checklist of backup documentation to be used in fulfillment of
the quarterly reporting requirement. The Grantee will provide the City with a complete
Quarterly Report every three months. The quarterly report will be due on the 10th day
following every quarter period. In the event that the 10th of the month lands on a Saturday,
Sunday or holiday,the report must be submitted the following business day.The report will
detail how Funds are expended and for which type of business expenses.The Quarterly
Report must also specify whether the Grantee is complying with the Job
Creation/Employee Retention or Microenterprise Requirement, including
acknowledgement that the employee qualifies as a low-income employee. Quarterly
reports will be submitted via any of the following methods:
• Standard mail
• Email
Quarterly reports will not be considered acceptable unless the following is met:
• Forms are completely and accurately completed including draw number and
submittal date
• Necessary back-up materials are included (as stated in Exhibit "B"
Documentation.)
• Reports bear the signature of the person preparing the report and the Grantee's
authorized signatory
Reports and/or requested documentation not received by the due date shall be considered
delinquent and may be cause for default and termination of this Agreement, pursuant to
Section 10 hereof. Other reporting requirements may be required by City in the event
legislative amendments are enacted or as the City Manager may reasonably deem
necessary.The Grantee shall be informed, in writing, if any changes become necessary.
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Section 6. Additional Conditions and Compensation: The parties acknowledge that the Funds
originate from CDBG-CV grant funds from HUD and must be implemented in full
compliance with all of HUD's rules and regulations. In the event of curtailment or non-
production of said Federal funds, the financial sources necessary to continue to pay the
Grantee all or any portions of the Funds will not be available. In that event, the City may
terminate this Agreement, which termination shall be effective as of the date that it is
determined by the City Manager, in his/her sole discretion and judgment, that the Funds
are no longer available. In the event of such termination, the Grantee agrees that it will
not look to, nor seek to hold the City, nor any individual member of the City Commission
and/or City Administration, personally liable for the performance of this Agreement, and
the City shall be released from any further liability to Grantee under the terms of this
Agreement.
Section 7. Compliance with Local,State and Federal Regulations-The Grantee agrees to comply
with all applicable Federal regulations as they may apply to Program administration as
described in 24 CFR 570 and 2 CFR 200 and carry out each activity in compliance with
the laws and regulations as described in 24 CFR 570 Subpart K — Other Program
Requirements, as same may be amended from time to time.Additionally, the Grantee will
comply with all State and local (City and County) laws and ordinances hereto applicable.
It shall be the Grantee's sole and absolute responsibility to continually familiarize itself with
any and all such applicable Federal, State, County, and City regulations, laws, and/or
ordinances.
Section 8. Assignment/Subcontract: No part of this Agreement may be assigned or subcontracted
without the prior written consent of the City Manager, which consent, if given at all, shall
be at the City's sole discretion and judgement.
Section 9. Term: This Agreement shall commence retroactively on October 1, 2020 and shall
terminate at such time as the City determines that Grantee has provided sufficient
documentation to establish compliance with all requirements for use of the Funds following
•disbursement of Funds to the Grantee(the Term).
Section 10. Termination of Agreement:
10.1 Termination for Convenience: This Agreement may be terminated by the City, for
convenience and without cause, through the City Manager, upon 30 days prior written
notice to Grantee. In the event of such termination for convenience, the City shall retain
any Funds which were not disbursed to Grantee before the effective date of termination.
Grantee shall be solely responsible for immediately returning any unused or unapproved
Funds as of the date of termination and shall also be solely responsible for submitting a
final report,as provided in Section 5 hereof,(detailing all Program objectives,activities and
expenditures up to the effective date of the termination). Said final report shall be due
within five(5)working days following the effective date of termination. Upon timely receipt
of Grantee's final report,the City,at its sole discretion, shall determine the amount(if any)
of any additional portion of the Funds to be returned to the City as a result of any
unapproved or unused Funds, or incomplete Program items, and shall provide Grantee
with written notice of any monies due. Said additional monies shall be due and payable
• immediately upon receipt of such notice by Grantee. Notwithstanding the preceding, the
City reserves any and all legal.rights and remedies it may have with regard to recapture of
all or any portion of the Funds, or any assets acquired or improved in whole or in part with
said Funds.
10.2 Termination for Cause: Notwithstanding Subsection 10.1 above, the City may also
terminate this Agreement for cause. "Cause" shall include, but not be limited to, the
following:
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a. Failure to comply and/or perform, in accordance with the terms of this Agreement,or
any Federal, State, County or City law, or regulation.
b. Submitting reports to the City which are late, incorrect, or incomplete in any material
respect.
c. Implementation of this Agreement, for any reason, is rendered impossible or
infeasible.
d. Failure to respond in writing to any concerns raised by the City, including
substantiating documents when required/requested by the City.
e. Any evidence of fraud, mismanagement, and/or waste, as determined by the City's
monitoring and applicable HUD rules and regulations.
The City shall notify the Grantee in writing when the Grantee has been placed in
default. Such notification shall include:(i)actions taken by or to be taken by the City,such
as withholding of payments;(ii)actions to be taken by the Grantee as a condition precedent
to curing the default, if applicable;and(iii)a reasonable cure period,which shall be no less
than thirty(30)days from notification date with respect to Subsections 10.2(a),(b),and(d).
In the event the Grantee fails to cure a default under Subsections 10.2(a), (b), and (d)
within the aforestated cure period, this Agreement shall be considered terminated for
cause,without requiring further notice to Grantee.
Notwithstanding the foregoing, with respect to Subsection 10.2 (c) and (e), the
termination for cause, as described in this section, shall be effective upon receipt of the
termination notice,without the opportunity to cure said default.
Additionally, if Grantee has committed similar defaults under Subsections 10.2(a),
(b), and (d), on two or more occasions.during the term of the Agreement, the termination
for cause, as described in this section, shall be effective as of the date the second notice
is sent to Grantee by the City,without the opportunity to•cure said default.
Grantee shall be solely responsible for repayment to the City of all or any portion of
the Funds disbursed to Grantee,as deemed required by the City,in its sole and reasonable
discretion. Said monies shall be immediately due and payable by Grantee.
Notwithstanding the preceding, the City reserves any and all legal rights and remedies it
may have with regard to recapture of all or any portion of the Funds,or any assets acquired
or improved in whole or in part with said Funds.
10.3 Termination for Lack of Funds: In the event of curtailment of, or regulatory
constraints placed on the Funds by HUD, this Agreement will terminate, effective as of the
time that it is determined by the City Manager that such Funds are no longer available.
Costs of the Grantee incurred after termination are not allowable unless expressly
authorized in writing by the City Manager,(whether in the notice of termination or
subsequent thereto), and, in that case, may only be allowable if, in the sole discretion of
the City Manager:
a. The costs resulted from obligations which were properly incurred before the
effective date of termination, were not in anticipation of it, and are noncancelable;
and
b. The costs would be allowable if the Agreement expired normally at the end of its
Term.
10.4 Interest and Collection Costs: Any payment made by Grantee after seven(7)days
from the due date shall accrue interest at the rate of twelve percent (12%) per annum
("Default Interest"). In addition to the Default Interest, Grantee shall pay the City all costs
and reasonable attorney's fees incurred by the City in connection with the enforcement of
this Agreement.
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Section 11. Equal Employment Opportunities/No Discrimination: In compliance with 2 CFR 200,
Appendix II: Except as otherwise provided under 41 CFR Part 60, all contracts that meet
the definition of "federally assisted construction contract" in 41 CFR Part 60-1.3 must
include the equal opportunity clause provided under 41 CFR 60-1.4(b), in accordance with
Executive Order 11246, "Equal Employment Opportunity" (30 FR 12319, 12935, 3 CFR
Part, 1964-1965 Comp., p. 339), as amended by Executive Order 11375, "Amending
Executive Order 11246 Relating to Equal Employment Opportunity," and implementing
regulations at 41 CFR Part 60, "Office of Federal Contract Compliance Programs, Equal
Employment Opportunity, Department of Labor."
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Unless otherwise required by applicable laws, in connection with performance of the
Services, the Grantee 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,Grantee shall comply 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 the employment, housing, public accommodations, or public services,on
the basis of actual or perceived race, color, national origin, religion, sex, intersexuality,
sexual orientation,gender identity,familial and marital status,age,ancestry,height,weight,
domestic partner status, labor organization membership, familial situation, political
affiliation, or disability.
Section 12. Program Income: The use of program income by the Grantee shall comply with the
requirements set forth at 24 CFR 570.504. By way of further limitations, the Grantee may
use such income during the contract period for activities permitted under this contract.
Section 13. Religious Organization or Owned Property: (Intentionally Omitted)
Section 14. Reversion of Assets: In the event of a termination of this Agreement, or upon expiration
of the Agreement, and in addition to any and all other remedies available to the City
(whether under this Agreement, or at law or in equity), the Grantee shall immediately
transfer to the City any Funds on hand at the time of termination (or expiration) and any
accounts receivable attributable to the use of CDBG-CV Funds. The City's receipt of any
Funds on hand at the time of termination, shall not waive the City's right (nor excuse
Grantee's obligation) to recoup all or any portion of the Funds, as the City may deem
necessary.
Additionally, in the event that Grantee fails to comply with the requirements of the
Program, as more particularly described in Exhibits "A" and "B", Grantee shall be
required to repay the City all of the Funds paid to Grantee, such sums shall be due
and payable immediately, upon demand.
Section 15. Conformity to HUD regulations: The Grantee agrees to abide by guidelines set forth by
HUD for the administration and implementation of the CDBG-CV Program, including
applicable Uniform Administrative Requirements set forth in 24 CFR 570.502, as amended
by 2 CFR 200 and applicable Federal laws and regulations in 24 CFR 570.600, et seq.as
now in effect and as may be amended from time to time. In this regard,the Grantee agrees
that duly authorized representatives of HUD shall have access to any books, documents,
papers and records of the Grantee that are directly pertinent to this Agreement for the
purpose of making audits, examinations, excerpts and transcriptions.
a. Subpart A-"Acronyms and Definitions"
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b. Subpart B-General Provisions
c. Subpart C-"Pre-Federal Award Requirements and Contents of Federal Awards"
d. Subpart D - "Post-Federal Award Requirements", except for 200.305, 200.306,
200.307, 200.308, 200.311 as detailed below:
1) "Payment" is modified for lump sum drawdown for financing of property
rehabilitation activities, in accordance with 570.513.
2) "Program Income"is governed by 570.504
3) "Real Property"does not apply, except as provided in 570.200(j). Real property is
governed by§570.505.
4) "Equipment" CDBG-CV Grantees shall follow Section 200.313, except that when
the equipment is sold, the proceeds shall be program income. Equipment not
needed by the Grantee for CDBG-CV activities shall be transferred to the recipient
for the CDBG-CV program or shall be retained after compensating the recipient.
5) Section 200.333"Retention requirements for records"applies except that: •
For Grantees:
i. The retention period for individual CDBG-CV activities shall be the longer
of five (5) years after the expiration or termination of the Grantee
agreement under§ 570.503, or five (5)years after the submission of the
annual performance and evaluation report, as prescribed in § 91.520 of
this title, in which the specific activity is reported on for the final time;
ii. Records for individual activities subject to the reversion of assets
provisions at § 570.503(b)(7) or change of use provisions at § 570.505
must be maintained for as long as those provisions continue to apply to
the activity; and
iii. Records for individual activities for which there are outstanding loan
balances,other receivables,or contingent liabilities must be retained until
such receivables or liabilities have been satisfied.
Section 16. Section 200.343"Closeout"
City will close-out the Federal award when it determines that all applicable administrative
actions and all required work of the Federal award have been completed by the Grantee.
The following actions must take place to complete this process at the end of the Term.
a. The Grantee must submit, no later than 90 calendar days after the end date of
the Term, all financial, accomplishment, performance, and other reports as
required by the terms and conditions of this Agreement. City may approve
extensions when requested by the Grantee.
b. Unless City authorizes an extension, Grantee must liquidate all obligations
incurred under this Agreement no later than 90 calendar days after the end date
of the Term as specified in the terms and conditions of this Agreement.
c. City must make prompt payments to the Grantee for allowable reimbursable
costs under this Agreement prior to being closeout.
d. Grantee must promptly refund any balances of unobligated cash that City paid
in advance or paid and that are not authorized to be retained by the Grantee for r
use in other projects.See OMB Circular A-129 and see§200.345 Collection of
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amounts due, for requirements regarding unreturned amounts that become
delinquent debts.
e. Consistent with the terms and conditions of the Agreement, City must make a
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settlement for any upward or downward adjustments to the Federal share of
costs after closeout reports are received.
f. Grantee must account for any real and personal property acquired with Federal
funds or received from the Federal Government in accordance with§§200.310
Insurance coverage through 200.316 Property Trust Relationship and 200.329
Reporting on Real Property.
g. City should complete all closeout actions for Federal awards no later than one
year after receipt and acceptance of all required final reports.
Section 17. Examination of Records:The Grantee shall maintain sufficient records in accordance
with 24 CFR 570.502, 570.503(b)(2) and 570.506 to determine compliance with the
requirements of this Agreement,the CDBG-CV Program,and all other applicable laws
and regulations.This documentation shall include, but not be limited to, the following:
a. Books, records and documents in accordance with generally accepted accounting
principles, procedures and practices, which sufficiently and properly reflect all
revenues and expenditures of funds provided directly or indirectly by this
Agreement, including matching funds and Program Income. These records shall
be maintained to the extent of such detail as will properly reflect all net costs,direct
and indirect labor, materials, equipment, supplies and services, and other costs
and expenses of whatever nature for which reimbursement is claimed under the
provisions of this Agreement;
b. Time sheets for employees related to the Employee Retention Requirement;and
c. How the Statutory National Objective(s) as defined in 24 CFR 570.208 and the
eligibility requirement(s) under which funding has been received, have been met..
These also include special requirements such as necessary and appropriate
determinations as defined in 24 CFR 570.209, income certifications, and written
Agreements with Grantees,where applicable.
The Grantee is responsible for maintaining and storing all records pertinent to this
Agreement in an orderly fashion in a readily accessible, permanent and secured
location for a period of five (5) years after expiration of this Agreement, with the
following exception: if any litigation, claim or audit is started before the expiration date
of the five (5) year period, the records will be maintained until all litigation, claims or
audit findings involving these records are resolved.The City shall be informed in writing
after closeout of this Agreement,of the address where the records are to be kept.
Section 18. Audits and Inspections:
18.1 At any time during normal business hours,and as often as the City(and/or
its representatives)may deem necessary,the Grantee shall make available all records,
documentation, and any other data relating to all matters covered by the Agreement,
for review, inspection or audit.
If this Agreement is closed-out prior to the receipt of an audit report, the City reserves
the right to recover any disallowed costs identified in an audit after such closeout.
18.2 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,
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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
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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 Grantee, 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 Grantee, the Grantee 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 Grantee 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 Grantee'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 Grantee 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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i. If this Agreement is completely or partially terminated, the Grantee shall
make available records relating to the work terminated until three(3)years
after any resulting final termination settlement;and
ii. The Grantee 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 Grantee, its officers, agents,
employees, subcontractors and suppliers. The Grantee shall incorporate the
provisions in this section in all subcontracts and all other agreements executed by
the Grantee 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 Grantee or
third parties.
Section 19. Indemnification/Requirements:The Grantee shall indemnify and hold harmless the City,
its officers, employees and agents,from any and all claims, liability, losses and causes of
action which may arise out of an act, omission, negligence or misconduct on the part of the
Grantee, or any of its agents, officers, servants, employees, contractors, patrons, guests,
clients, licensees, invitees, or any persons acting under the direction, control, or
supervision of Grantee,pursuant to this Agreement and/or the Program. The Grantee shall
pay all claims and losses of any nature whatsoever in connection therewith and shall
defend all suits in the name of the City,and shall pay all costs (including attorney's fees)
and judgements which may issue thereon. This Indemnification shall survive the
termination and/or expiration of this Agreement.
Section 20. Conflict of Interest: The Grantee covenants that no person under its employ who
presently exercises any functions or responsibilities in connection with Community
Development Block Grant-Coronavirus (CDBG-CV) funded activities has any personal
financial interests, direct or indirect, in this Agreement. The Grantee covenants that in the
performance of this Agreement, no person having such conflicting interest shall be
employed. The Grantee covenants that it will comply with all provisions of 24 CFR 570.611
"Conflict of Interest", and State, County and City of Miami Beach statutes, regulations,
ordinances or resolutions governing conflicts of interest. The Grantee shall disclose, in
writing, to the City any possible conflicting interest or apparent impropriety that is covered
by the above provisions. This disclosure shall occur immediately upon knowledge of'such
• possible conflict. The City will then render an opinion, which shall be binding on both
parties.
Section 21. Venue: This Agreement shall be governed by,and construed in accordance with,the laws
of the State of Florida,both substantive and remedial,without regard to principles of conflict
of laws. The exclusive venue for any litigation arising out of this Agreement shall be
Miami-Dade County, Florida,if in State court,and the U.S. District Court,Southern District
of Florida, if in Federal court. BY ENTERING INTO THIS AGREEMENT, CITY AND
GRANTEE 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.
Section 22. Notices: All notices required under this Agreement shall be sent to the parties at the
following address:
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City: Economic Development Director
City of Miami Beach
1700 Convention Center Drive
Miami Beach, FL 33139
With copy to: City Manager
City of Miami Beach
1700 Convention Center Drive
Miami Beach, FL 33139
Grantee: Dr. Donald Shapiro
Dr. Don Shapiro Inc
6989 Collins Avenue
Miami Beach, FL, 33141
In the event that the Grantee changes the above-referenced business officer during the
term of the Agreement, such change must be notified in writing to the City within 15 days
of such.change.
Section 23. Limitation of Liability:The City desires to enter into this Agreement only if in so doing the
City can place a limit on 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$5,000. Grantee hereby expresses its willingness to enter into
this Agreement with Grantee's recovery from the City for any damage action for breach of
contract to be limited to a maximum amount of$5,000.
Accordingly,Grantee hereby agrees that the City shall not be liable to Grantee for damages
in an amount in excess of$5,000,for any action or claim for breach of contract arising out
of the performance or nonperformance of any obligations imposed upon the City by this
- Agreement. Nothing contained in this subparagraph or elsewhere in this Agreement is in
any way intended to be a waiver of the limitation placed upon City's liability as set forth in
Florida Statutes, Section 768.28.
Section 24. Florida Public Records Law:
a. Grantee 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 Grantee meets the
definition of"Contractor"as defined in Section 119.0701(1)(a), the Grantee 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;
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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 Grantee 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 Grantee or keep and maintain public records required
by the City to perform the service. If the Grantee transfers all public records to the
City upon completion of the Agreement, the Grantee shall destroy any duplicate
public records that are exempt or confidential and exempt from public records
disclosure requirements. If the Grantee keeps and maintains public records upon
completion of the Agreement, the Grantee 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 Grantee of the request,
and the Grantee must provide the records to the City or allow the records to be
inspected or copied within a reasonable time.
2) Grantee'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: (i) unilaterally
terminate the Agreement; (ii) avail itself of the remedies set forth under the
Agreement;and/or(iii)avail itself of any available remedies at law or in equity.
3) A Grantee 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 Grantee to compel production of public records
relating to the City's contract for services,the court shall assess and award against
the Grantee the reasonable costs of enforcement, including reasonable attorneys'
fees, if:
i. The court determines that the Grantee unlawfully refused to comply with the
public records request within a reasonable time; and
ii. At least 8 business days before filing the action, the plaintiff provided written
notice of the public records request, including a statement that the Grantee
has not complied with the request, to the City and to the Grantee.
2) A notice complies with subparagraph (1)(ii) if it is sent to the City's custodian of
public records and to the Grantee at the Grantee's address listed on its contract
with the City or to the Grantee'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 Grantee 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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f. IF THE GRANTEE HAS QUESTIONS REGARDING THE
APPLICATION OF CHAPTER 119, FLORIDA STATUTES,
TO THE GRANTEE'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
Section 25. This Agreement shall be binding upon all parties hereto and their respective heirs,
executors, administrators, successors and assigns.
[SIGNATURES TO FOLLOW]
•
•
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IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed by their
duly authorized officials on the day and date first above indicated.
Dr. Don Shapiro Inc
A Florida For Profit Corporation
ATTEST:
Secretary "Z Signature
eLaJE - - 2147149 VC ths 'ban c Sic---1-4-P2P-19 i Ulak&
Print Name Print Name and Title
aZYCIA— le I, ZO Z._2_- !
Date /
•
CITY OF MIAMI BEACH,FLORIDA
a Florida municipal corporation
ATTEST:
CDocuSigned by: 114.4i
1ABOBAOBFB5E-0CF...
Signature ature
Rafael E.Granado, City Clerk Alina Hudak, City Manager
3/21/2022 I 10:46 AM EDT
Date
APPROVED AS TO
FORM & LANGUAGE
& FOR EXECUTION
. i ti\cal) ()kr-- OLOI-____
CIty Attornec Date
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EXHIBIT"A"
"SCOPE OF SERVICES"
Statement of Work: Miami Beach Small Business COVID-19 Relief Program
In compliance with 24 CFR 570.503(b)(1),Grantee agrees to provide the following:
Grantee Name: DR.DON SHAPIRO INC
Federal Award
Identification: •
DUNS Number: 45282173
Federal Award: FY 2020 CDBG-CV Funds
Subaward Period of Retroactive to October 1, 2020 — 12 months following commencement of
Performance: Compliance Period
Budget: $20,000.00
Total Amount of Federal $20,000.00
Funds Obligated:
•
Federal Awarding U.S. Department of Housing and Urban Development(HUD)
Agency:
Pass-through Entity: City of Miami Beach—Department of Economic Development
Reports Due: Prior to the 109'of every month starting the month after contract execution:
• Progress
• Accomplishments
• Financial
Limited Clientele: At least one employee must qualify as low—to moderate—income clientele
as proven by the income qualifications.
Service Location: Miami Beach
Program: Miami Beach Small Business COVID-19 Relief Program activities, including
employment of one(1)low-income Miami Beach employee
Deliverables: • Quarterly reporting •
Benchmarks: • Employment and/or retention of at least one (1) qualified employee or
microenterprise owner
Quarterly Disbursement Request. Grantee may request reimbursement of"qualified business expenses",
as defined herein, in an amount of up to the Grant Amount of$20,000, by submitting detailed expense
records and the required documentation listed in Exhibit "B". Grantee may submit multiple receipts for
reimbursements, up to the Grant Amount. As referred to herein, "qualified business expenses"shall mean
any operational costs such as payroll, utilities, rents, or mortgage interest (for business accounts in
existence as of at least October 1, 2020), etc. and/or COVID-19 related expenditures. The City will issue
payment to Grantee within thirty (30) days from the date the City receives, in complete form, the required
documentation to verify that the expenses requested are eligible for reimbursement under the Program.
Employee Status and Retention Requirement. As consideration for receipt of the Grant Amount, Grantee
agrees, to hire and/or retain a qualified employee, as defined herein, during the 12-month Compliance
Period, under either one of two eligibility categories:
Category A Criteria: Microenterprise. The Microenterprise must be located within the City of
Miami Beach. The Microenterprise business must have five (5) employees or less (a
"Microenterprise"is defined as a commercial enterprise that has five or fewer employees, one or
more of whom owns the enterprise). The household of the owner of the Microenterprise business
earns at or below 80%AMI and the owner does not need to be paid as an employee or be included
in the payroll register. As long as the Microenterprise business is validly registered and based in
the City of Miami Beach,the business qualifies for Miami Beach residency and the business owner
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is not required to reside in the City of Miami Beach. Before applying under Category A
(Microenterprise), the business owner MUST verify that the business owner meets the income
requirement.
Category B Criteria:Small Business—Job Creation/Retention. The Small Business must be
located within the City of Miami Beach.The Small Business must have ten(10)employees or less
(a "Small Business" is defined as a commercial enterprise that has ten or fewer employees.) To
participate,the Small Business must have the ability to retain/create one full time job,for a minimum
of twelve(12)months,for an employee that resides in a Miami Beach household earning no more
than 80%area median income(AMI).The retained or created fulltime job may be a combination of
multiple part-time jobs. Before applying under Category B-Job Creation/Retention, the business
owner MUST verify that it has an employee, or is reasonably able to hire an employee within 90
days from receipt of funding, whose household meets this income requirement.
. Please see Program Terms below for explanation of 80%AMI.
Due Date for Employee Documentation. As indicated above, for Category A(Microenterprises), evidence
that the Grantee owner qualifies as a Microenterprise must be provided at the time of application and for a
"Compliance Period" of twelve (12) months commencing at award of Funds. For Category B (Small
Businesses), if Grantee already employs a qualified employee at the time of application, award, and
expense reimbursement, Grantee must submit required employee documentation with the application and
Quarterly disbursement request. Otherwise, for Small Businesses qualifying under Category B (Small
Businesses) without an existing qualified employee, within ninety (90) days following receipt of
reimbursement funds,Grantee must create a job for a qualified employee and submit the required employee
documentation.
Compliance Period. In order to satisfy the Program Requirement of job creation/retention, the twelve(12)
month,Compliance Period begins only upon the City's verification of employment of the qualified employee:
o For a business retaining an existing qualified position, i.e. either the Microenterprise business
owner or a Small Business with an existing qualified employee that will be retained,the qualified
position must be retained for a period of twelve (12) months following initial receipt of
reimbursement Funds(the Compliance Period).
o If a Small Business must create a qualified employee position in order to satisfy the Program
Requirement, the Small Business must create or fill the new employee position within ninety
(90)days from receipt of initial reimbursement Funds. The newly created position must be in
place for twelve(12)months following creation(the Compliance Period).
For both Category A (Microenterprise) and Category B (Small Businesses), a "qualified employee", as
referenced herein, shall mean a fulltime employee that is a U.S. citizen or legal resident and whose
household earns at or under 80%AMI. In addition:
•
o For Microenterprises, the qualified employee must be the business owner. For
Microenterprises only, the qualified employee (business owner) is NOT required to reside in •
the City of Miami Beach.
o For Small Businesses,a qualified employee is considered a full-time employee if retained at 40
hours per week, or any combination of part-time positions combining for 40 hours per week.
o For Small Businesses,the employee must be a U.S.citizen or legal resident, and the employee
must also reside in the City of Miami Beach.
Low Income Employee.HUD's income limits are based on Median Family Income estimates and Fair Market
Rent area definitions for the Miami-Dade County metropolitan area.Low income is defined as earning 80%
of the median family income for Miami-Dade County.The 2020 income limits applicable for the household
of the employee of the applicant business are:
Household 1-Person 2-Person 3-Person 4-Person 5-Person 6-Person 7-Person 8-Person
Size
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•
•
Low-
Income $51,200 $58,500 $65,800 I $73,100 I $78,950 $84,800 $90,650 $96,500
(80%)AMI f
At the conclusion of the 12-month Compliance Period, the business must verify compliance by submitting
payroll documentation. If Grantee is unable to prove compliance, then Grantee shall repay the Funds to
the City, immediately, upon receiving a demand for payment. Grantee will not be required to repay the
Funds to the City, if the Grantee, throughout the Compliance Period retains or creates one (1) full-time
employee that resides in a low-income City of Miami Beach household.
Duplication of Benefits.To comply with HUD regulations, the City shall require the Grantee to complete a
Duplication of Benefits form, a copy of which is incorporated herein by reference and attached hereto as
Exhibit A-1,as a method of assessing whether the use of CDBG-CV funds will duplicate financial assistance
that is already received or is likely to be received for COVID-19 related losses. By accepting these CDBG-
CV Funds,Grantee agrees to repay any portion of the Funds determined by the City to be duplicative Funds.
Applicable Rules and Regulations:
1. Environmental Review:
In compliance with 24 CFR 570.604 Environmental Standards,the City is responsible for undertaking
Environmental Reviews in accordance with the requirements imposed on"recipients"in 24 CFR 58.
The Program is an Economic development activity, and therefore, it falls under Categorically
Excluded Activity not subject to 24 CFR 58.5. Pursuant to 24 CFR 58.35(b)(4) that states that the
Program is a categorically excluded activity that would not alter any conditions that would require a
review or compliance determination under the Federal laws and authorities cited in.§58.5.
2. Compliance with National Objective
At least 51%of the City's Program Grantees must be low-to moderate-income individuals,therefore,
each Grantee is responsible for employing and/or retaining at least one (1) low-income qualified
employee during the Qualification Period or the microenterprise owner must be a low-to moderate-
income individual.
Income Verification.
Grantee will follow the guidelines provided by 24 CFR Part 5.609,Annual Income to ensure eligibility
of Program participants; maintain evidence that activities assisted with CDBG-CV funds comply with
the primary National Objective, "Benefit to Low- and Moderate- Income Persons" and provide
services or activities that benefit at least 51% low- and moderate-income persons. A low- or
moderate-income household is defined as:a household having an income equal to or less than the
limits cited below based on the unit size.
The City recommends using the CDP Income Eligibility Calculator provided at
https://www.hudexchange.info/incomecalculator/ to determine Household eligibility. This form
contains all the required certifications and warnings. It should be noted that the City does not allow
the use of a self-certification approach to income documentation.
Low-Income Household Limits
HUD Low-Income(80%of Median Income)for FY2020
Household 1-Person 2-Person 3-Person 4-Person 5-Person 6-Person 7-Person 8-Person
Size
Low-
Income $51,200 $58,500 $65,800 $73,100 $78,950 $84,800 $90,650 $96,500
(80%)AMI
3. Evaluation
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In its continuing effort to ensure contract compliance and performance, the City will evaluate the
Grantee in its fulfillment of the terms of this Agreement including, but not limited to, the following
measures:
• Agreement compliance
• Accuracy and timeliness of Quarterly Reports
• Adherence to Program timelines and Technical Assistance and Grantee Instructions
• Fulfillment of prescribed outcomes
4. Monitoring&Performance Reviews
In compliance with 2 CFR 200.331(d)and (e), the City reserves the right to inspect, monitor and/or
audit the Grantee, at least once a year, to ensure contractual compliance. City will notify Grantee a
minimum of three(3)business days prior to a monitoring visit.
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EXHIBIT"B"
"Documentation"
The Grantee agrees to provide the following documents as part of its reporting requirements:
To document Employee Retention or Microenterprise Requirements:
• Income Verification forms must include:
o Name
o Date of birth •
o Employee's Miami Beach address
o Demographic information as required in the CDBG-CV Income Verification Form
o Verify information on family size and income so that it is evident that the household's family
income does not exceed the low and moderate income limit.
• Annual income is the gross amount of income anticipated by all adults in a family during
the 12 months following the effective date of the determination.
To calculate annual income, the Grantee may choose among definitions of income,
listed below; however,the same income definition must be used for all Grantees.
, o Annual income as defined under the Section 8 Housing Assistance Payments
Program(24 CFR 5.609);
o Adjusted gross income as defined for purposes of reporting under IRS Form
1040 (long form)for Federal individual income tax purposes.
• To determine if program applicants are income-eligible,Grantees have several options:
a) Obtain evidence that the household/person assisted qualified under another
program having income qualification criteria at least as restrictive as that used in
the definitions of LMI household/person, such as public housing and welfare
programs; or
b) Obtain evidence that the assisted person is homeless;or
c) Obtain a verifiable certification from the assisted person that his/her family
income does not exceed the applicable income limit according to the definition
of income under 24 CFR 570.3:
o Estimate the annual income of a family or household by projecting the
prevailing rate of income of each person at the time assistance is provided for
the individual,family,or household(as applicable). Estimated annual income
• shall include income from all family or household members, as applicable.
1. Obtain verification of employment for each household member over the
age of 18 by obtaining one of the following, as appropriate:
a. Proof of entitlement payments;and/or
b. Three (3) most current pay-stubs for those who are employed;
• and/or
c. Verification of Self-Employment Tax Deposits for those who are
self-employed.
2. Obtain verification of financial assets for each household member over the
age of 18 obtaining, as applicable,the following documents:
• a. The last 30 days of saving account statements;
b. The last 30 days of checking account statements;and
c. The last 30 days of mutual funds accounts
3. In the event that a household member over the age of 18 does not have
employment or financial assets, he/she must complete and notarize the
proper affidavits and submit with the application package.
• Any additional documents as requested by the City, including:
o City of Miami Beach 2021 Business Tax Receipt, in paid status
o City of Miami Beach 2020 Business Tax Receipt, reflecting that the busines was or
became operational prior to October 1,2019
•
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•
To document expenses incurred:
Supporting documents to be submitted with the Quarterly Report are as follows:
• Salary related expenses:
o Electronic payroll ledgers with corresponding bank transactions(statement)
o Cancelled checks(copy of both sides)
o Form 941 —Employer's Quarterly Federal Tax Return
o Unemployment payment
o Any additional documents as requested by the City
• Fringe Benefits related expenses:
o Bank statements, invoices, and OR proof of payment with back-up documentation
acceptable to the City
o Worker's Compensation invoice, policy and cancelled check
o Any additional documents as requested by the City
•
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EXHIBIT"C"
"Financial Management"
To comply with Federal regulations,each program must have a financial management system that provides
accurate, current and complete disclosure of the financial status of the activity. This means the financial'
system must be capable of generating regular financial status reports which indicate the dollar amount
allocated for each activity(including any budget revisions),amount obligated(i.e.,for which contract exists),
and the amount expended for each activity.The system must permit the comparison of actual expenditures
and revenues against budgeted amounts. The City must be able to isolate and to trace every CDBG-CV
dollar received and prove where it went and for what it was used.
The City is responsible for reviewing and certifying the financial management of any operating agency,
which is not a City department or bureau, in order to determine whether or not it meets all of the above
requirements. If the agency's system does not meet these requirements and modifications are not possible,
the City must administer the CDBG-CV funds for the operating agency.
Support for Expenditures
Sufficient support for expenses depends on the type of expenditure, including the following items:
• Salaries-Should be supported by proper documentation in personnel files of hire date,position,duties,
compensation, and raises with effective date, termination date, and similar type information. Non-
exempt employees are required by law to complete a timesheet showing number of hours they worked
during the day. All employees paid in whole or in part from CDBG-CV funds should prepare a time
sheet indicating the hours worked on CDBG-CV projects for each pay period. Based on these time
sheets and the hourly payroll costs for each employee, a voucher statement indicating the distribution
of payroll charges should be prepared and placed in the appropriate files.)
• Employee Benefits-Should be supported by personnel policies and procedures manual, describing
the types of benefits, eligibility, and other relevant information.)
• Professional Services-Should be supported by a complete and signed copy of the contract between
the Grantee and the independent contractor, describing at the minimum, period of service, type of
service and method for payments, in addition to the invoice from the private contractor.
• Purchases - At a minimum, purchases should be supported by a purchase order, packing list and
vendor invoice. Credit card statements, travel itineraries, vendor statements and similar items do not
represent support for an expense.
Records
Accounting records must be supported by source documentation. Invoices, bills of lading, purchase
vouchers, payrolls and the like must be secured and retained for five (5)years in order to show for what
purpose funds were spent.Payments should not be made without invoices and vouchers physically in hand.
All vouchers/invoices should be on vendor's letterhead. Financial records are to be retained for a period of
five(5)years,with access guaranteed to the City,to HUD or Treasury officials or their representative.
Audits
Grantee shall adhere to the following audit requirements:
Audits for Federal Awards under$750,000 in a fiscal year.
If the Grantee expends less than$750,000 in the fiscal year in Federal awards it is exempted from Federal
audit requirements for that year and consequently the audit cost is not a reimbursable expense. The City,
however, may request the Grantee to have a limited scope audit for monitoring purposes. These limited
scope audits will be paid for and arranged by the City and address only one or more of the following types
of compliance requirements: activities allowed or disallowed; allowable costs/cost principles; eligibility;
matching, level of effort, earmarking;and, reporting.
All reports presented to the City shall, where applicable, include sufficient information to provide a proper
perspective for judging the prevalence and consequences of the findings,such as whether an audit finding
represents an isolated instance or a systemic problem. Where appropriate, instances identified shall be
related to the universe and the number of cases examined and quantified in terms of dollar value.
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EXHIBIT ®"
"Quarterly Report Forms"
21
MIAMI BEACH
PLANNING DEPARTMENT
Determination of Architectural Significance
February 28, 2022
Robert Pittman
740 West 49th Street
Miami Beach, FL 33140
Re: 740 West 49th Street, Miami Beach
Request for a Determination of Architectural Significance
DRB21-0772
Field Visit: February 16, 2022
Dear Mr. Robert Pittman,
Pursuant to your letter and receipt of all the required documentation received in completion
on January 28, 2022, the Planning Department has evaluated the subject property at 740
West 49th Street to determine whether the existing single-family residence is 'architecturally
significant'. This evaluation was done in accordance with the criteria set forth within Section
142-108(a) of the City Code.
A site'visit of the subject property was conducted by staff on February 16, 2022. Also, a
comprehensive review of all available aerial photographs of the subject residence from 1941
to the present was undertaken to determine the extent of alterations. The following is an.
analysis of each of the four criteria used to determine if the subject pre-1942 single-family
home is 'architecturally significant':
1. The subject structure is characteristic of a specific architectural style constructed in the
city prior to 1942 including, but not limited to, Vernacular, Mission Revival Style,
Mediterranean Revival,Art Deco, or variations thereof.
Satisfied. The subject structure was constructed in 1941 by W.W. Goodman and
designed by the architect Robert Little in the Mediterranean Revival — Art Deco
Transitional style of architecture. The original building card identifies the structure to have
been originally constructed as a residence and garage (Permit no. 15694). From review
of the original permit drawings, aerial photography and a site visit, the subject building
remains characteristic of the Mediterranean Revival-Art Deco Transitional Style.
2. The exterior of the structure is recognizable as an example of its style and/or period, and
its architectural design integrity has not been modified in a manner that cannot be reversed
without unreasonable expense.
Satisfied. The exterior of the structure is recognizable as an example of the
Mediterranean Revival— Art Deco Transitional Style. On review of aerial photography
from 1954 and the original permit drawings, the massing of the residence and the
articulation of the front fagade is nearly identical to the original. The home is one-story in
height and features sloped roofs with red Spanish tiles, an attached two-story garage and
We are committed to providing excellent public service to all who live,work and play in our vibrant,tropical,historic community.
Page 2 of 3
DRB21-0772—740 West 49t Street
Determination of Architectural Significance
dominant front loggia.
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airs iCACD,; p .' r lJ ', ri- k • 1 t r"4' a . 6111
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41
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•
Floor Plan and elevations from Permit 15694
3. Significant exterior architectural characteristics,features,or details of the subject structure
remain intact.
Satisfied. Significant exterior architectural characteristics of the Mediterranean Revival—
Art Deco Transitional Style remain intact on the subject structure. These characteristics
include smooth stucco walls, a chimney, sloped roofs with red Spanish tiles, a front loggia
of simple double square columns, and brick detailing at the arched openings and along
the base of the garage volume.
r
•
•
•
Front Elevation of Loggia Front Elevation of Garage
4. The subject structure embodies the scale, character, and massing of the built context of
its immediate area.
Satisfied. The Lake View Heights neighborhood has a significant collection of single-
family homes built from the 1920's through to the 1940's in a varying range of styles.
Based upon the site inspection and a study of the aerials from 1941 to today, the massing
and character of the structure is consistent with the surrounding neighborhood.
r " Y •U
it '
l l J 1111! , ( ,11` i i
' Sr � ° � P `T
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1954 aerial of subject property 2022 aerial of subject property
We are committed to providing excellent public service to all who live,work and play in our vibrant,tropical,historic community.
Page 3 of 3
DRB21-0772—740 West 49th Street
Determination of Architectural Significance
Based on the foregoing, the Planning Department has determined that the subject home
, meets the criteria in Section 142-108(a) and, therefore, is 'architecturally significant'. In
addition to the aforementioned criteria, the determination of architectural significance was
based upon a combination of the site visit, as well as the evidence revealed in the aerial
photographs and microfilms of all available plans.
An appeal of this determination may be made to the Design Review Board, in accordance
with the procedures set forth in Section 142-108 of the City Code. Any future replacement
structure associated with a request for the total demolition of an architecturally significant
single-family home shall be reviewed by the Design Review Board (DRB). A permit for the
demolition of an architecturally significant single-family home shall not be issued until the DRB
approves the design of the replacement home and all required benchmarks for the issuance
r
of a demolition permit have been met in accordance with Section 142-108.
If you wish to pursue significant additions or alterations to the subject structure or property, it
may be eligible to utilize zoning incentives identified under Section 142-108(g)(2), provided
that the architecturally significant structure is substantially retained and preserved. Please
contact Michael Belush, Chief of Planning and Zoning, at 305-673-7550, in order to determine
if such additions and/or alterations"require Design Review Board approval or may be approved
by Planning staff.
If you wish to pursue the total demolition of the subject structure and the construction of a new
home, please contact Mr. Belush in order to begin the board application process.
If you have any further'questions or concerns, please do not hesitate to contact either myself
or Mr. Belush.
erely,
Thomas R. Mooney, Al
Planning Director
c: Rafael Granado, City Clerk
Michael Belush, Chief of Planning and Zoning
Fernanda Sotelo-Chotel, Principal Planner
DRB21-0772
We are committed to providing excellent public service to all who live,work and ploy in our vibrant,tropical,historic community.
MIAMI BEACH
PLANNING DEPARTMENT
Determination of Architectural Significance
February 25, 2022
Antoine &Jessica Bona
115 3 San Marino Terrace
Miami Beach, FL 33139
Re: 115 3 San Marino Terrace, Miami Beach
Request for a Determination of Architectural Significance
' DRB21-0753
Field Visit: February 15, 2022
-1
Dear Mr. and Mrs. Bona,
Pursuant to your letter and receipt of all the required documentation on January 26, 2022,the
Planning Department has evaluated the subject property at 115 3 San Marino Terrace for a
determination of`architectural significance'. This evaluation was done in accordance with the
criteria set forth within Section 142-108(a) of the City Code.
A site visit of the subject property was conducted by staff on February 15, 2022. Also, a
comprehensive review of all available aerial photographs of the subject residence from 1941
to the present was undertaken to determine the extent of alterations. The following is an
analysis of each of the four criteria used to determine if the subject pre-1942 single-family
home is'architecturally significant':
1. The subject structure is characteristic of a specific architectural style constructed in the
city prior to 1942 including, but not limited to, Vernacular, Mission Revival Style,
Mediterranean Revival,Art Deco, or variations thereof.
Not Satisfied. The subject home is no longer characteristic of a specific architectural
style constructed in the city prior to 1942. The original building card identifies the structure
as a residence that was moved from 19th Street and Collins to the subject property in 1934
by General Contractor George Fleming Construction Co. under Permit No. 6207. The
noted permit drawings are illegible. Although originally constructed and designed prior to
its relocation in a style likely to have been Florida Vernacular - as the building card
identifies the type of construction as "Frame"- the original modest one-story home has
been substantially modified in design and expanded in size over time, thereby significantly
altering or removing its original pre-1942 style, character, and architectural significance.
After inspecting the residence, reviewing the original building permit card and the 1941
aerial photography, as well as the 1921 Sanborn Map and 1929 aerial photography of the
home'at its initial site on 19th and Collins, it is clear that there have been additions and
exterior modifications made to the original structure between 1921 and 1941. The most
significant modifications were made either before or at the time of relocation of the home
from Collins Avenue to San Marino Island. These modifications include the enclosure of
We are committed to providing excellent public service to all who live,work and play in our vibrant,tropical,historic community.
Page 2 of 3
DRB21-0753-115 3 San Marino Drive
Determination of Architectural Significance
a flat-roof porch that wrapped the hipped-roof home on its front and side elevations, and
addition(s) to the rear.
Additionally, subsequent alterations have been made to the window and door openings of
the enclosed porch. Collectively, these extensive exterior modifications and additions
have removed, masked or altered the original Florida Vernacular style, massing, and
design character of this pre-1942 single family residence.
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2. The exterior of the structure is recognizable as an example of its style and/or period, and
its architectural design integrity has not been modified in a manner that cannot be reversed
without unreasonable expense.
Not Satisfied. The exterior of this residence is no longer recognizable as an example of
a specific architectural style in Miami Beach, nor does it maintain its architectural design
integrity, due to numerous alterations and additions over the years that could not be
reversed without unreasonable expense. (Refer to staff analysis in Criterion No. 1 above.)
3. Significant exterior architectural characteristics,features,or details of the subject structure
remain intact.
Not Satisfied. Most of the structure's original significant exterior architectural features
have been removed, altered, masked, or added onto since 1979. (Refer to staff analysis
in Criterion No. 1 above.)
4. The subject structure embodies the scale, character, and massing of the built context of
its immediate area.
Not Satisfied. The original structure was constructed before 1921 on 19th Street and
Collins and later relocated in 1934 to San Marino Island, an island that was platted in
1923. The comparative current massing and character of the two-story home is not
consistent with the scale and massing of its immediate neighboring residences.
•
We are committed to providing,excellent public service to all who live,work and play in our vibrant,tropical,historic community.
Page 3 of 3
DRB21-0753-115 3 San Marino Drive
Determination of Architectural Significance
„E „ . .
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1921 Sanbom Map of subject home on 1941 Aerial of subject home on San Marino
19th Street and Collins Avenue Island
Based on the foregoing,the Planning Department has determined that the subject home does
not meet the criteria in Section 142-108(a)and,therefore, is not architecturally significant. An
application for the demolition of this structure may therefore be approved administratively,
subject to the requirements of the Building Department. Please be advised that no demolition
permit may be issued within a ten (10) day appeal period of the rendering of this decision.
If you have any further questions or concerns, please do not hesitate to contact either myself
or Michael Belush. -
•
Merelyt
T omas R. Mooney, AICP
Planning Director
c: Rafael Granado, City Clerk
Michael Belush, Chief of Planning and Zoning .
Fernanda Sotelo-Chotel, Principal Planner
DRB21-0753
We are committed to providing excellent public service to all who live,work and play in our vibrant,tropical,historic community.
DocuSign Envelope ID:D84EAF4B-5A44-47C8-BA05-F3F9598FE843
PROFESSIONAL SERVICES AGREEMENT
BETWEEN
THE CITY OF MIAMI BEACH
AND
WEBAUTHOR.COM, LLC
FOR
PREK REGISTRATION AND MANAGEMENT SYSTEM FOR FAMILIES AND
PROVIDERS, PURSUANT TO RFLI 2021-346=ND
This Professional Services Agreement ("Agreement") is entered into this day of
2/16/2022 16:242 'M ESr'Effective Date"), between 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
WEBAUTHOR.COM, LLC, a Florida limited liability company,whose address is 2737 Misty Oaks
Circle, Royal Palm Beach, FL 33411 ("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 Organizational Development Performance Initiatives Department
Director.
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.
Proposal Documents: Proposal Documents shall mean City of Miami Beach RFLI 2021-346-ND
for PreK Registration and Management System for Families and Providers,
together with all amendments thereto, issued by the City in contemplation
of this Agreement RFLI and the Consultant's proposal in response thereto
("Proposal"), all of which are hereby incorporated and made a part hereof;
provided, however, that in the event of an express conflict between the
Proposal Documents and this Agreement, the following order of precedent
shall prevail: this Agreement; the RFLI; and the Proposal.
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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 receive 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 performed by the •
Consultant; where the Services are performed; 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 Development Officer
City of Miami Beach
1700 Convention Center Drive
Miami Beach, FL 33139
leslierosenfeld@miamibeachfl.gov
2.2 Consultant's Services, and any deliverables incident thereto, shall be completed in
accordance with the timeline and/or schedule in Exhibit "B" 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 on p. 1 hereof), and shall continue,for a period of one
(1)year from the date the portal goes into production ("initial term"),with a one-year renewal term
and a subsequent renewal term for a period not to exceed July 31, 2024(collectively, the"renewal
terms"), to be exercised at the City Manager's sole option and discretion, by providing Consultant
with written notice of same no less than thirty(30)days prior to the expiration of the initial term or
renewal term, as applicable. The initial term and applicable renewal terms shall be collectively
referred to herein as the"Term".
DocuSign Envelope ID:D84EAF4B-5A44-47C8-BA05-F3F9598FE843
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 "B" 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$25,000.00, for a total first year amount not to exceed $25,000.
00.
4.2 The $25,000 first year fees are to be paid with an immediate payment of Ten Thousand
Dollars ($10,000) upon the portal being placed into production (estimated time = 3 months from
Agreement execution) with an additional One Thousand Two Hundred and Fifty Dollars
($1,250.00) hosting fee invoiced each month commencing when the portal is put into production.
Billing for any partial months shall be prorated.
4.3 During any approved renewal terms, the City will be charged hosting fees, in the amount •
of One Thousand Two Hundred and Fifty Dollars ($1,250.00) per month.
4.5 INVOICING
Upon receipt of an acceptable and approved invoice, payment(s) shall be made within forty-five
(45) 'days for that portion (or those portions) of the Services satisfactorily rendered (and
referenced in the particular invoice).
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 Development Officer
City of Miami Beach
1700 Convention Center Drive
Miami Beach, FL 33139
Ieslierosenfeld( miamibeachfl.gov
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.
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Notwithstanding the above, the Consultant shall not be relieved of liability to the City for damages
sustained by the City for 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 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, defend 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
4
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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.
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.
Timely renewal certificates will be provided to the City as coverage renews. The insurance
certificates for General Liability shall include the City as an additional insured and shall contain a
waiver of subrogation endorsement. Consultant's insurance shall be primary and not contributory
for direct claims arising out of the Agreement under the Commercial General Liability policy. If the
Professional Liability coverage is provided on a claims made basis, then such insurance shall
continue for(3)years following the expiration or termination of the Agreement.
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.
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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.
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.
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9.3 PATENT RIGHTS; COPYRIGHT; CONFIDENTIAL FINDINGS
To avoid confusion, any and all services defined in Exhibit "A" or anywhere else in this
Agreement are being delivered in a Software as a Service (Saas) — sometimes called Cloud
Computing model, wherein the City receives access to an Internet based portal, in accordance
with Exhibit "A", subject to their continued'payment of all fees specified in this Agreement.
Notwithstanding anything found here or elsewhere in this Agreement, the City hereby
acknowledges that they have no right to see, inspect, copy, or use any and all of Consultant's
proprietary code used to provide the SaaS services. Webauthor will not use servicemarks,
trademarks, symbols,text, data, copyrighted material, or graphical elements that are provided by,
or that is the intellectual property of, City outside of the portal without the Citi's express written
permission. All intellectual property provided by, or on behalf of the City or data that is entered
on the portal by City is warranted to be free of all copyright and trademark infringement.
Furthermore, City certifies that all City supplied data and intellectual property meets their own
confidentiality and security requirements.
Notwithstanding the foregoing, Consultant hereby acknowledges and agrees that all information
or data that is provided by or on behalf of the City or entered on the portal by the City or its users
(collectively, "City Property")are intended or represented for ownership by the City and Consultant
shall not have a claim to said City Property upon completion or early termination of this
Agreement. Further, Consultant shall not make public and/or disseminate the City's Property
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.
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 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
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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 Consultant, 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 Consultant, the Consultant 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 Consultant 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 Consultant'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 Consultant 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:
If this Agreement is completely or partially terminated, the Consultant shall make
•
available records relating'to the work terminated until three (3) years after any
resulting final termination settlement; and
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ii. The Consultant 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 Consultant, its officers,agents, employees,
subcontractors and suppliers. The Consultant shall incorporate the provisions in this
section in all subcontracts and all other agreements executed by the Consultant 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 Consultant or third parties.
10.3 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.
10.4 (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.
10.5 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.
10.6 CONFLICT OF INTEREST
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.
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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.
10.7 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 request,
and the Consultant must provide the records to the City or allow the records to be
inspected or copied within a reasonable time.
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(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
CONSULTANTS 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(c MIAMIBEACHFL.GOV
PHONE: 305-673-7411
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10.8 FORCE MAJEURE
(A) A "Force Majeure" event is an event that (i) in fact causes a delay in the performance of
the Consultant or the City's obligations under the Agreement, 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
Agreement.
(B) If the City or Consultant'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 Agreement, (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
Majeure event is in fact Force Majeure, and the burden of proof of the occurrence of a
Force Majeure event shall be on the requesting party.
(C) No party hereto shall be liable for its failure to carry out its obligations under the Agreement
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
Agreement 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 Agreement that arose before the occurrence of a Force
Majeure 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 Majeure
occurrence, the City may, at the sole discretion of the City Manager, suspend the City's
payment obligations under the Agreement, and may take such action without regard to the ,
notice requirements herein. Additionally, in the event that an event of Force Majeure
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delays a party's performance under the Agreement for a time period greater than thirty •
(30) days, the City may, at the sole discretion of the City Manager, terminate the
Agreement on a given date, by giving written notice to Consultant of such termination. If
the Agreement is terminated pursuant to this section, 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. In no event will any condition of Force Majeure extend this Agreement
beyond its stated term.
10.9 E-VERIFY
(A) To the extent that Consultant provides labor, supplies, or services under this Agreement,
Consultant 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, Consultant 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 Agreement. Additionally, Consultant shall expressly require any
subconsultant performing work or providing services pursuant to the Agreement 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 subconsultant during the contract
Term. If Consultant enters into a contract with an approved subconsultant, the
subconsultant must provide the Consultant with an affidavit stating that the subconsultant
does not employ, contract with, or subcontract with an unauthorized alien. Consultant
shall maintain a copy of such affidavit for the duration of the contract or such other
extended period as may be required under this Agreement.
(B) TERMINATION RIGHTS.
(1) If the City has a good faith belief that Consultant has knowingly violated Section
448.09(1), Florida Statutes,which prohibits any person from knowingly employing,
hiring, recruiting, or referring an alien who is not duly authorized to work by the
immigration laws or the Attorney General of the United States, the City shall
terminate this Agreement with Consultant for cause, and the City shall thereafter
have or owe no further obligation or liability to Consultant.
(2) If the City has a good faith belief that a subconsultant has knowingly violated the
foregoing Subsection 10.9(A), but the Consultant otherwise complied with such
subsection, the City will promptly notify the Consultant and order the Consultant to
immediately terminate the contract with the subconsultant. Consultant's failure to
terminate the contract with the subconsultant shall be an event of default under
this Agreement, entitling the City to terminate this Agreement 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 Consultant or a subconsultant 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.
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i -
(5) If the City terminates the Agreement with Consultant under the foregoing
Subsection (B)(1), Consultant may not be awarded a public contract for at least 1
year after the date of termination of this Agreement.
(6) Consultant is liable for any additional costs incurred by the City as a result of the
termination of this Agreement under this Section 10.9.
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: Mario Rodrigues
Webauthor.com, LLC
2737 Misty Oaks Circle
Royal Palm Beach, FL 33411
TO CITY: Dr. Leslie Rosenfeld.
Chief Learning Development Officer -
City of Miami Beach
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
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shall be effective unless contained in a written document executed with the same formality and of
equal dignity herewith.
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.
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•
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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:
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By: rraff au,l, . a'au.al b 1. Nublat. n� o ��
City ogW0BFB5E4CF... `j.;Z(1�1fA34013d9Fr,. g4624CA93D744F...
City 2/16/2022l..1�iC l 6:24 PM EST wily/ �V�dfltt C
Date:
FOR CONSULTANT: WEBAUTHOR.COM, LLC
ATTEST:
DocuSigned by: DocuSigned by:
5 , �Ma o }�D�Vi�ut,S
By: eur rr ll rrc830C86C8c1r2...
bAbl. [t i.a
ut �?cec?cetit �!Saoocx Mario Rodrigues, CEO
Print Name and Title Print Name and Title
Ld Schneider, COO
Date: 2/14/2022 111:40 AM EST
APPROVED AS TO
FORM & LANGUAGE
•
&FOR EXECUTION
plattikaDIA-
p City Attorney Apr Date
F:ATTO/TORG%Agreements/Professional Services Agreement 2021 modified 01-12-2021 .
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EXHIBIT A - SCOPE OF SERVICES
The City acknowledges that any and all services defined below (or anywhere elsewhere in this
Agreement) are being delivered in a Software as a Service (SaaS) model wherein the City
receives access to an Internet based portal subject to their continued payment of all fees specified
in this Agreement. Beyond that the City receives no rights beyond on-going access to the portal
and their continuing rights to any content they add to the portal (which is always the City's
property).
Webauthor will configure a web portal specifically for the City of Miami Beach that will contain the
appropriate FLEX modules in order to meet the specifications outlined for the PreK Registration
and Management System for Families and Providers. Webauthor agrees to provide access to
the Portal to an unlimited number of users throughout the duration of the Term of the
Agreement. Overall services include:
• Initial set-up and configuration services required to build, test and deploy the PreK Portal.
• Site administrator training
• Deployment of Support module that enables the internal ticketing system (for ongoing
communication between Webauthor and site administrators for questions, changes, etc.
• Deployment of Administration module where client site administrators manage user
access, login and password requirements.
• Cloud hosting technology and support to ensure continuous web-based access to the
Portal for all users
• Second Level Support as needed
• Providing any updates as well as general and emergency maintenance of Webauthor's
underlying code, as well as periodic upgrades or enhancements to all portals, including,
but not limited to the Portal.
• Providing sufficient and secure storage and maintenance of information that is contained
within the Portal, or within a third-party server or database utilized by Webauthor(such as
Amazon Web Services).
• Providing a right and license to access the Portal to obtain, store, manage, maintain and
deposit client information.
Per the PREK REGISTRATION AND MANAGEMENT SYSTEM FOR FAMLIES AND
PROVIDERS, RFLI 2021-346-ND, the statement of work is as follows:
The Services shall be performed in accordance with the terms and conditions set forth in the
Technology/Security overview, attached hereto as Exhibit A-1, and compliance requirements set
forth in Exhibit A-2 attached hereto.
1)PreK Vendor/Providers Web Portal. Online web application to allow early childcare providers
to register in the program.
• Providers should be able to create an account with individualized login information.
• Providers should be able to fill out an application in the portal.
• Providers should receive an email with a confirmation number after application submittal.
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• Providers should be able to sign contracts with the City.
• Providers should receive an alert when the contract is executed.
• Providers should be able to upload the completed vendor registration application and W9.
• Once the application is executed, vendor form, and w9 complete, all three are transmitted to
procurement to issue vendor#with email sent to provider upon clearance.
• Providers should receive a copy of the executed confirmatory letter in their account for each
child registered to them.
• Portal should be a platform for direct invoicing.
• Portal should allow providers to manage notification settings.
2) PreK Families Web Portal. Online web application for residents to apply to the childcare
program.
• Families should be able to create an account with individualized login information.
• Families should be able to fill out an application in the portal. Application should be available in
English and Spanish.
• Families should receive an email with a confirmation number after application submittal. Email
confirmation template should remind families to apply separately to the partner school of their
choice.
• Families should receive announcements about upcoming lottery time with link to view.
• Families should be able to upload documents. Separate sections for residency documents and
child age documents shall be provided
• Families should be able to see the application status. Portal should include a bar that visually
shows the progress in increments (eg, "documents received" "documents cleared" "contract
signed").
• Families should receive a notification in the portal and via email and text when the documents
have cleared.
• Families should receive a notification in the portal and via email and text when the contract with
the provider is ready for signature.
• Families should receive a copy of the executed confirmatory letter in their account.
• Portal should allow families to manage notification settings.
• Families should receive reminder notification via email or text if application is incomplete.
• Families should receive notification via email or text when documents have not been submitted
by preliminary deadline.
3) Internal Web Application for City Staff to Manage the Program:
• Lottery process is required to rank all families' applications to ensure a fair selection. In the
absence of this functionality, the system should allow the applicant list to be exported/imported in
order to run the random process on an,external system. (List should be in CSV format)
• Family should receive lottery results through the automated system (in addition to being posted
online) so that families know their number immediately and via text, if possible.
• Families should receive email with instructions to upload documents.
•Alert City Miami Beach staff when an application is ready for review.
• Families should receive notification in portal and via email and text when document is approved.
• Create confirmatory letter to be signed with Docusign.
• Review Providers invoices.
• Review Providers invoices, automate invoice creation in Munis(ERP), and payables email
notification.
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4) Required Integrations:
•
• Azure AD for Authentication
• Docusign for electronic signature
• Munis for invoice automation payables email notification
• City of Miami Beach employees will be able to generate reports for certain fields of input
to be determined by the City
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EXHIBIT B - PROJECT APPROACH AND TIMING
•
Webauthor.com, LLC uses the Agile methodology, which focuses on iterative and collaborative
development. During the buildout phase, conversations are ongoing and iterative and
Webauthor expects the City to access the system and take an active collaborative approach in
configuration.
Months 1 —2
Project Kickoff call
• City share as much background detail on current process (i.e.'workflows, current forms,
spreadsheets, etc.)
• Review requirements to ensure understanding of workflow and needs.
Webauthor team review the background and context of all materials
Webauthor begins portal buildout
Webauthor sets up a meeting to:
• Walk through the initial work(prior to which Webauthor will share a number of tutorial
Videos that address basic portal overview, navigation, tools)
• Cover Admin module and Support module
• Discuss what the City is now able to manage within portal and discuss next steps left in
configuration
Months 3-5
• Key elements of the above process are repeated as continued configuration occurs.
• Testing is iterative
• Training on portal tool set for site administrators continues based on support ticket
requests or general themes that are needed.
• The City is responsible for client support and training to its end users.
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•
EXHIBIT A-1
..
•
e author®
Technology/Security
Overview
December 2021
Webauthor.com,LLC www.webauthor.com
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W/ebauthor
WEBAUTHOR TECHNOLOGY/SECURITY OVERVIEW
The Webauthor platform utilizes the best technology from Microsoft, Amazon, Adobe, and others. In addition to our
server-side technology,we develop applications written in HTML5 and jQuery.We can deploy those applications to many
platforms,including web browsers,telephony systems(IVR), mobile(iPhone,Android, etc.),and others.
Webauthor outsources data center services to Amazon Web Services (AWS), which has been rated as the best Cloud
Infrastructure as a Service provider in the world for several years. In a recent analysis of all Cloud Infrastructure providers,
Gartner stated that AWS as the"furthest completeness of vision"and the"highest ability to execute."
Together with AWS,we provide security for all of our applications at several different levels. Each is important,but when
considered together they provide our clients with the most practical cost-benefit proposition for all of our hosted
applications.
AWS Security
•
Data Security—Data that our end-users upload(documents,videos,or any type of file),as well as our database backups,
are stored on Amazon S3. That means that all data is stored on multiple devices across multiple facilities. The service is
designed to sustain concurrent device failures by quickly detecting and repairing any lost data.Our services are designed
to provide 99.999%durability of objects over a given year.
Physical Security—AWS data centers are housed in nondescript facilities. Physical access is strictly controlled both at the
perimeter and at building ingress points by professional security staff utilizing video surveillance, intrusion detection
systems, and other electronic means. Authorized staff must pass two-factor authentication a minimum of two times to
access data center floors. All visitors and contractors are required to present identification and are signed in and
continually escorted by authorized staff.
AWS only provides data center access and information to employees'and contractors who have a legitimate business need
for such privileges.When an employee no longer has a business need for these privileges,his or her access is immediately
revoked,even if they continue to bean employee of Amazon or Amazon Web Services.All physical access to data centers
by AWS employees is logged and audited routinely.
Fire Detection and Suppression-Automatic fire detection and suppression equipment have been installed to reduce risk.
The fire detection system utilizes smoke detection sensors in all data center environments, mechanical and electrical
infrastructure spaces, chiller rooms, and generator equipment rooms. These areas are protected by either wet-pipe,
double-interlocked pre-action,or gaseous sprinkler systems.
Power-The data center electrical power systems are designed to be fully redundant and maintainable without impact to
operations, 24 hours a day, and seven days a week. Uninterruptible Power Supply (UPS) units provide backup power in
the event of an electrical failure for critical and essential loads in the facility.Data centers use generators to provide backup
power for the entire facility.
Climate and Temperature-Climate control is required to maintain a constant operating temperature for servers and other
hardware, which prevents overheating and reduces the possibility of service outages. Data centers are conditioned to
maintain atmospheric conditions at optimal levels.Personnel and systems monitor and control temperature and humidity
at appropriate levels.
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Availability-Data centers are built in clusters in various global regions.All data centers are online and serving customers;
no data center is"cold." In case of failure, automated processes move customer data traffic away from the affected area.
Core applications are deployed in an N+1 configuration so that in the event of a data center failure,there is sufficient
capacity to enable traffic to be load-balanced to the remaining sites.
Our hosting services include various instances of our code and data storage within multiple geographic regions and across
multiple availability zones within each AWS region. Each availability zone is designed as an independent failure zone.This
means that availability zones are physically separated within a typical metropolitan region and are located in lower-risk
flood plains (specific flood zone categorization varies by Region). In addition to discrete uninterruptable power supply
(UPS) and onsite backup generation facilities, each AWS data center is each fed via different grids from independent
utilities to further reduce single points of failure.Availability zones are all redundantly connected to multiple tier-1 transit
providers.
The AWS Compliance Program enables one to feel comfortable with the robust security in place and helps AWS streamline
their compliance with industry and government requirements for security and data protection.The IT infrastructure that
AWS provides is designed and managed in alignment with best security practices and a variety of IT security standards,
including:
• SOC 1/SSAE 16/ISAE 3402(formerly SAS 70 Type II)
•SOC 2, SOC 3
• FISMA, DIACAP,and FedRAMP
• PCI DSS Level 1
• ISO 27001
• ITAR,and FIPS 140-2
Since one cannot physically touch our servers or walk through the AWS data centers, how can a client have confidence
that the right security controls are in place? The answer lies in the third-party certifications and evaluations that AWS has
undergone. AWS has achieved ISO 27001 certification and has been validated as a Level 1 service provider under the
Payment Card Industry(PCI) Data Security Standard (DSS).They undergo annual SOC audits and have been successfully
evaluated at the Moderate level for Federal government systems as well as DIACAP Level 2 for DoD systems. Each
certification means that an auditor has verified that specific security controls are in place and operating as intended.
Application Security
Electronic Security—Webauthor standard configuration used by most of our clients ensures high level security since only
Webauthor and select AWS technical network operations center staff have electronic access to servers. We have a
dedicated firewall in place to help provide additional electronic protection with all non-essential ports to all of our servers
blocked.
Member Security—All Webauthor applications have the ability to have client administrator control over those who have
access to their individual web sites—we call end-users"members." Each client determines what set of member controls
exist on their own application and some advanced services may require extra technology provisioning or additional custom
development. A robust membership module can be turned on that provides finite control over who gets access to a site,
which portions of the site,and what they can and cannot have access to when on each individual site.
This begins by letting an individual site administrator determine how,and if, a new member can be added to the site. This
control can be as casual or comprehensive as a client wants with the full range of control available out of the box in our
member admin module. Once a member requests membership,the administrator can assign that member to an unlimited
number of stand-alone or interconnected "groups". A group can consist of as many individual members,departments,
sub-groups,or any other configuration a client wants.
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ebauthox
This group capability means that access to pages, documents, information, and whole sections of a web site can be
controlled in very granular fashion. Once the proper groups are assigned to each member,that member is able to access,
see,and use only the portions of a site for which they have authorization.
In all of our applications, if a particular part of a site is not available to that individual member, they never even see
information on that part—it simply does not appear for them (it is not simply grayed out as in a menu structure). As far
as an excluded member is concerned, that portion of the site or the information they don't have access to simply does
not exist.
Membership is further controlled through E-mail names and passwords that are unique for each member. We even go to
the extent that individual member passwords are hashed in our database so that no one, not even a Webauthor system
administrator,can find a password on our system. If a password is forgotten a valid member can use the built-in tools to
have a new,temporary password mailed to their valid member E-mail address and then using the temporary password
they can log into the site and select a new password that is then hashed in our database. This and other measures that
are built into"User/Member Administration"assure the highest level of application-level security.
General Provisions-All data on our site is time and date stamped, and that capability allows a system administrator to
monitor the usage of each site. Standard capabilities allow virtually every page on the site to have a history or to show
who accessed a page and what they did on the page. This Fortune 100 capability is not common from smaller, less
experienced Internet development companies, but our development standards demand this sort of high-level capability.
Webauthor uses Pingdom to provide external real-time monitoring of all of our web sites from many different worldwide
locations(New York,San Francisco,Chicago,London,Calgary,Newark,Charlotte,Vienna,Milan,7urich,Prague,etc.). Our
sites are checked every few minutes 24x7—if ANY anomaly is noted,the affected sites are then monitored in real-time.
On discovery of the first error at a site,our monitoring service immediately sends E-mails and text messages to Webauthor
technical staff.
We also use Chartbeat to provide real-time views into the usage of our applications. We can see the number of users
currently using each.application, the sections of the site they are visiting, and what actions they are currently using
(reading,writing,or idle).
Someone from Webauthor is always"on-call"to receive these notices but due to the hosting provider we use,the multiple
servers we run our web sites on,the dynamic load balancing we have in place, and the real-time monitoring of our sites
other than for scheduled maintenance we virtually never see a site down.
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Webauthor.com, LLC—Technology and Security •
DocuSign Envelope ID:D84EAF4B-5A44-47C8-BA05-F3F9598FE843
EXHIBIT A-2
4bauthon
HIPAA
Summary
Our platform is hosted securely in a Virtual Private Cloud at Amazon's Web Services (AWS). For HIPAA
and FERPA compliance, we further secure your data inside the already secure VPC by encrypting data
during transit at all points,at rest(by default),and enforcing strict rules around your data.
More Detail
Since HIPAA and HITECH impose requirements related to the use and disclosure of Protected Health
Information (PHI), appropriate safeguards to protect PHI, individual rights, and administrative
responsibilities are provided. As an Amazon Web Services (AWS) business associate Webauthor will use
the secure,scalable IT components provided by AWS to architect the application in alignment with HIPAA
and HITECH compliance requirements.AWS enables covered entities and their business associates subject
to HIPAA to securely process,store,and transmit PHI.
The HIPAA Security Rule includes addressable implementation specifications for the encryption of PHI in
transmission ("in-transit") and in storage ("at-rest") and our implementation will meet those
requirements. ,
Instances that customers use to process, store, or transmit PHI are run on "Dedicated Instances",which
are instances that run in a private cloud network on hardware dedicated to a single customer. Dedicated
Instances are physically isolated at the host hardware level from instances that are not Dedicated
Instances and from instances that belong to other AWS accounts.
Network traffic containing PHI is encrypted in transit to and from all server instances.This applies to both
private traffic in the internal network and public traffic. Traffic is encrypted with TLS protocols. Data
containing PHI within application servers is processed in memory and never persisted to disk. However,
disks on application servers are encrypted. Database servers also encrypt all data persisted to disks.
Encryption is at both the application level and the device block level using Elastic Block Storage devices.
Amazon Virtual Private Cloud offers a set of network security features well-aligned to architecting for
HIPAA compliance. Features such as stateless network access control lists and dynamic reassignment of
instances into stateful security groups afford flexibility in protecting the instances from unauthorized
network access. Flow Logs provide an audit trail of accepted and rejected connections to instances
processing,transmitting or storing PHI.
Data stored on S3 is encrypted both in the application before transmission and stored with encrypted in
place on 53. All connections to S3 are via encrypted transport (HTTPS). Private S3 endpoints within the
private cloud network have all packets traverse only private paths within the network—never going over
public(internet) routes.
All encryption keys used within applications are themselves encrypted by a set of master keys. These
master keys are stored and managed by Amazon Key Management Service (KMS). KMS provides
authenticated and authorized access to the master keys,and all access,attempts are logged to provide an
audit trail for the key chain.Application and database encryption uses AES256.
1—Webauthor.com
DocuSign Envelope ID:D84EAF4B-5A44-47C8-BA05-F3F9598FE843
EXHIBIT A-2
4bauthorm
Auditing, Backups, and Disaster Recovery are an integral part of the architecture of this solution.
•
Logging-All network traffic flow is logged encrypted and stored in S3.All server logs are encrypted
and stored in 53.This provides a chain of events that can be used for auditing purposes.The flows and
logs are stored, in triplicate, across separate distinct data-centers, many miles apart, each with their
own power, cooling and network access points,to mitigate the impact of natural disasters. •
Backups-All PHI and application data are backed up by two separate mechanisms. Data resided in a
relational database that is backed-up every 5 minutes, via transaction log shipping. Full backups are
performed daily. Each of those backups are immediately shipped (encrypted) to S3 storage. S3
provides triple redundancy, across three data-centers. A secondary backup via block level storage
snapshot is also performed on a regular basis and stored to S3.
Disaster recovery involves maintaining highly available systems, keeping both the data and system
replicated off-site,and enabling continuous access to both.All server instances have block-level snapshot
backups available at any time.These snapshots are stored in S3.This allows for rapid launch of new server
instances in case of a failure of one, and even two, individual data-centers or AWS zones. Once
replacement servers are launched,databases can be recovered from S3 via snapshot or backup file.
2—Webauthor.com
DocuSign Envelope ID:D84EAF4B-5A44-47C8-BA05-F3F9598FE843
t y r TEE fi
Contract Document Routrn Form
M I AM I BEAC H : ��,: M �.mntra .,�� _ g.F .._n
"'Contract NO. '7itIe 4a ."'�°,.a ;'.'syf'w' ;� >�i "�` ";,.` -'"`� ,8vf "';,'1 • „a'�:
22 275 01 THE CITY OF MIAMI BEACH AND WEBAUTHOR FOR PREK REGISTRATION AND MANAGEMENT
SYSTEM
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WEB AUTHOR ORGANIZATIONAL DEVELOPMENT
,De`.artment':DireCt of '• 5i 4 igned by
LESLIE ROSENFELD `� MARK TAXIS Ma-t.k.• r70-4/4.:2.
4 .� 19'4�8-24CA93D744F �'"' Document r°ep$eleCt7One E9AC0518F2AA41A�,�i, ,�'s4? '�i�; :,'•�d` ' '.i s;''
X Type 1—Contract,amendment,change order or task order resulting from a procurement-issued competitive solicitation.
Type 2—Other contract,amendment,change order or task order not resulting from a procurement-issued competitive solicitation.
Type 3—Independent Contractor Agreement(ICA) Type 6—Tenant Agreement
Type 4—Grant agreements with the City as the recipient Type 7—Inter-governmental agency agreement
Type 5—Grant agreements with the City as the grantor Other:
!Br=iefsSumma;}&P a.oset attach memo if additional s.acels'necessa ; •" . '`fir , , ,;: 3 s?}_?
The Organizational Development and Performance Initiatives Department(ODPI)needs a PreK registration and management
system. The Procurement Department issued Request for Letters of Interest (RFLI) 2021-346-ND and received nine (9)
proposals from the following firms:Code,Teckpert,Spiffy,Simpligov,Wels,Webauthor, Bridgecare,Clarity,and Autocene.
The IT and ODPI reviewed all proposals received and determined the following:(1)the proposals submitted by Code,Teckpert,
Spiffy,and Simpligov were incomplete and did not include software development and/or cost information and(2)the cost for
Wels and Bridgegecare exceeded the City's budget. Although Clarity offered the lowest cost for these services,Webauthor
was selected because it provided greater functionality,customization,and integration capabilities.
„On final ];*�` r ,,." �;� � ,,. •_�,. Renewal;Peri dst;• 4, ` ar ,1, I Term Ori:inal{•Renewals �„ ;':`.
one-year renewal term Two(2)years plus a subsequent
One(1)year and a subsequent renewal term for a renewal term for a period not to
period not to exceed July 31,2024 exceed July 31,2024
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S:`.kt1..a'iu�W�:�:. ..n^,.�..4t 4.`ts.✓`�:"„ �,+ k ..._x .,.r8�:�b��'. :.fundm:4lnformation
Grant Funded: Yes No State Federal Other:
'.ra^ ," ,14 &M m i 2,11. 4li !_4411;."':,:Cost
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f7 .�gri Annual Cost,. `.. F'., .«a'C,`s .,t ;},','..s TAccounL v^ : '' -''r1•_ 1+L�,° 1�� A itr%
1 $25,000 011-0332-000343 Yes x No
2 $15,000 011-0332-000343 Yes x No
3 $6,250 011-0332-000343 Yes x No
4 Yes No
5 Yes No
1.For contracts longer than five years,contact the Procurement Department. 2.Attach any supporting explanation needed.
3. Budget approval indicates approval for current fiscal year only. Future years are subject to City Commission approval of
annual adopted operating budget.
w'S'"` �",,.",e pv !"'` _ /� .1�:r. e•"?r y�.'Authori- that. k ' ' �. z'1 r
City Commission Approved: Yes X No Resolution No.: CC Agenda Item No.: CC Meeting Date:
If no,explain why CC approval is not required:
Pursuant to 03.02,the City Manager or designee is authorized to sign agreements with an amount less than$100,000.
Legal Form Approved: X Yes No If no,explain below why form approval is not necessary:
Doeasig as attached
Procurement: Alex ors Grants: N/A
o Ausiened by:
�❑nruSipnvd by
9207E7A769EE4CD... _
Budget:Tameka Otto- �1 .� Information Technology: �� ,
Stewart u llb ` E01Aa616C231180...
Risk Management: )1 fA920s4A610EE1463... Fleet&Facilities: N/A
Human Resources: N/A Other: