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Agreement with Phillip and Patricia Frost Museum Of Science, Inc. 20i $ :60 2s DocuSign Envelope ID:COE78BB8-1833-466A-9A8C-E1F6737C4BED AGREEMENT THIS AGREEMENT is made and entered into as of this /6---/ 2022 (the Effective Date,which shall be the date this Agreement is fully executed), by and between CITY OF MIAMI BEACH,FLORIDA (Hereinafter referred to as CMB) a body corporate and political subdivision of the State of.Florida, whose principal place of business is 1700 Convention Center Drive, Miami Beach, FL 33139 And PHILLIP AND PATRICIA FROST MUSEUM OF SCIENCE, INC. (Hereinafter referred to as FROST SCIENCE) a Florida not-for-profit corporation whose principal place of business is 1101 Biscayne Boulevard, Miami, FL 33132 • WHEREAS, Miami Beach Fienberg Fisher K-8 and Biscayne Beach Elementary School (the"CMB Program Schools")do not offer after-school science,technology, engineering, and math ("STEM") enrichment classes, while the remaining CMB public elementary schools currently offer after-school enrichment classes for their students; and WHEREAS, through this Agreement, in partnership with Frost Science, CMB seeks to • combine its resources with FROST SCIENCE in order to increase the competitiveness of the CMB youth by establishing and supporting an after-school enrichment program at the CMB Program Schools pursuant to the terms and conditions set forth herein (the "Program"); and WHEREAS, this Agreement provides the guidelines for CMB to financially support the Program for the 2022-23 school year. • NOW, THEREFORE, in consideration of the premises and of the mutual covenants • contained herein and other good and valuable consideration,the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows: ARTICLE 1—RECITALS 1.01 Recitals. CMB and FROST SCIENCE(individually, a"party"and collectively, the"parties") agree that the foregoing recitals are true and correct and that such recitals are incorporated herein by reference. ARTICLE 2—DEFINITIONS 2.01 Chief Learning Officer: As referred to herein; the Chief Learning Officer shall be defined as the Chief Learning and Development Officer who is employed by CMB and responsible for the administration of this Agreement on behalf of CMB. DocuSign Envelope ID:COE78BB8-1833-466A-9A8C-E1F6737C4BED 2.02 FROST SCIENCE Educator(s): As referred to herein, the FROST SCIENCE educator(s) shall be defined as a fulltime or part-time member of the staff of FROST SCIENCE. ARTICLE 3—SPECIAL CONDITIONS 3.01 Term of Agreement. The term of this Agreement shall be effective from October 3, 2022 through June 2, 2023, unless terminated earlier pursuant to Section 3.02 below. This Agreement may be renewed annually upon the mutual written consent of the two Parties to this Agreement, and subject to such terms and conditions as the Parties shall determine in writing. 3.02 Termination. This Agreement may be canceled with or without cause by either party during the term hereof upon thirty(30)days written notice to the other party of its desire to terminate this Agreement. 3.03 Joint Responsibilities. CMB and FROST SCIENCE shall maintain responsibility for implementing the various components of the Program, as delineated in this • Agreement. A. For the Program, FROST SCIENCE serves as the"lead" organization for afterschool STEM classes at the CMB Program Schools. As the lead organization, FROST SCIENCE is responsible for the following: 1. Requirements and Regulations: ensuring that the Program activities and supplies are in compliance with this Agreement. 2. Recruitment, Selection, and student mentorship: recruitment and selection of all Program staff and management of staff throughout the recruitment, selection, and onboarding process. 3. Program Content:Development,curation,and implementation of the Program content, including: curriculum and exposure opportunities (e.g. speakers, workshops, etc.). FROST SCIENCE will work in collaboration with CMB to jointly plan exposure opportunities and events, but FROST SCIENCE retains the right of final approval and confirmation of all Program class content and delivery. Prior to classes,commencing, FROST SCIENCE will provide CMB with the syllabus for the Program classes. B. The Program classes to be provided in Fall 2022 and Spring 2023, in partnership with FROST SCIENCE, include the following modules: . 1. Playing with Physics: Accelerate an interest in physical sciences with thrilling lessons exploring gravity, magnetism, forces and energy. Students will start off with mechanic fundamentals in simple machines and then increase momentum by • DocuSign Envelope ID:COE78BB8-1833-466A-9A8C-E1F6737C4BED investigating the laws of motion and electricity before venturing into the application of physics to cosmology and astronomy. Activities include: • Assembling and testing a projectile launcher • Improving rollercoaster designs to understand motion • Analyzing the properties of light through diffraction • Simulating the gravitational pull of a blackhole • Generating the flow of electricity by connecting circuits 2. Robotics: Combine technology and physics to learn how to reach new worlds, while engaging in problem-solving and critical thinking. Students will explore the field of robotics by looking at some notable inventions before creating their own projects, related with electric circuits, engineering design and the nature of science. Activities include: • • Circuitry • Volleyball Machine Challenge • Night Vision glasses • VR headset • Computer Insulation Experiment • Space Lander Challenge • Drawing Robot • Lunar water mapping using lunar rover 3. Inventive Engineering: Step into an engineer's shoes and solve engineering challenges across various fields including aerospace, biomedical, environmental and electrical engineering. Design,,build,and test while applying the engineering design process to both fictional and real world scenarious that are sure to foster the next generation of creators and problem solvers. • Activities include: • Exploring renewable enery sources with solar panels • Building and operating a mechanical arm • Inventing and improving a rover design using common materials • Planning a sustainable house • Constructing and testing an earth quake proof building 4. Coding: Explore computer science through gaming and problem-solving and tackle different challenges using virtual reality. Students will learn how to code using game-based learning and algorithms applied to real-world scenarios. DocuSign Envelope ID:COE78BB8-1833-466A-9A8C-E1F6737C4BED Activities include: • Conditional Statements Simon Says Game • Cup Stacking Algorithms • Simulated mammoth excavation that uses a pseudocode to find the bones • Binary keychains • • Minecraft Hero's Journey • How to make decrypted messages 5. Fee:The fee shall be$8,000 per curriculum module for two(2)modules for a total amount not to exceed $16,000 (the "Fee") for up to 60 students per curriculum •inclusive of both locations. Class size will be no more than 30 students per class. Total of 60 students each semester. The City shall pay 50% of the Fee in the amount of$8,000,within(45) days from the Effective Date of the Agreement and receipt of an invoice from FROST SCIENCE. The remainder of the Fee, in the amount of $8,000, upon completion of the Program. Pricing is listed for four curriculum modules conducted at two locations (one hour at each location per • week) for two semesters (20 weeks). It is inclusive of all staff time, use of the curriculum,materials and mileage. All Program classes shall be provided by FROST SCIENCE pursuant to the course parameters and schedules,set forth in Composite Attachment"A"and Attachment"B", attached hereto and incorporated herein by reference. C. Teaching Staff: The responsibilities of FROST SCIENCE and CMB with respect to the FROST SCIENCE Educators will be as follows: 1. FROST SCIENCE will be responsible for the development and implementation of staff recruitment, training and placement. FROST SCIENCE full-time and part- time Educators are eligible to apply. FROST SCIENCE will hold weekly meetings with FROST SCIENCE Educators. Weekly conference calls will follow with the Chief Learning Officer. 2. The Chief Learning Officer, at the Chief Learning Officer's sole discretion, may request that any FROST SCIENCE Educator be removed from participating in the Program, upon. written notice to FROST SCIENCE, effective as of the date provided in the written notice. If CMB requests that FROST SCIENCE replaces the removed FROST SCIENCE Educator, FROST SCIENCE agrees to secure a replacement FROST SCIENCE Educator for the Program. D. Impact Evaluation: FROST SCIENCE will be responsible for the administration, analysis, and delivery of impact evaluation efforts including participant, teacher, and parent assessment.FROST SCIENCE will provide CMB with an impact report. Parent • DocuSign Envelope ID:COE78BB8-1833-466A-9A8C-E1F6737C4BED assessments will be conducted with the assistance of CMB for access to contact information and/or parent interaction opportunities. E. Under this Agreement, for the Program, CMB serves as "Host." As the Host, CMB agrees to: 1. Recruitment and Registration: CMB will support student recruitment efforts including mandatory support/outreach to relevant community and education partners; CMB will share additional opportunities for partner employees to engage in recruitment efforts as they become available. CMB will require online registration through RecWare. CMB will be responsible for the enrollment of students. Students may not take more than one (1) class per semester, unless the class size is under-enrolled,then CMB may, at its sole discretion,permit the same student to attend multiple classes. 2. CMB requires that the Frost Science Educators go through the City's Level 2 screening and obtain contractor badges from MDCPS for classes onsite only (if applicable). 3. Space:CMB will execute a facility use agreement with Miami-Dade County Public Schools (MDCPS) for the use of the required space for the Program at the CMB Program Schools and provide a dedicated classroom space at each CMB Program School for a minimum of thirty (30) Program students and two (2) FROST SCIENCE Educators for the duration of the 20 week Program. Classroom space must be pre-approved by FROST SCIENCE and include windows, desk space,and chairs (either onelarge table or portable desks), a whiteboard, and interne access. In the event that courses need to pivot to Virtual, then Frost Science will provide all required virtual platforms and ensure connectivity throughout each class session. 4. Security: CMB will ensure security support and building access to Program students and FROST SCIENCE Educators involved in the Program if applicable for onsite classes, in line with MDCPS' policies and procedures. During the week' prior to.the Program start date, CMB will provide a security overview meeting to the FROST SCIENCE Educators,outlining onsite procedures in case of emergency, and during the first week of the Program, CMB will provide a security overview and procedures to the Program students and FROST SCIENCE Educators. If applicable, Frost Educators will follow MDCPS protocol for virtual learning to ensure safety of student participants in virtual classes. For onsite classes, FROST SCIENCE staff must pick up the Program students and take them to the class. FROST SCIENCE staff must remain with the Program students,at the designated location,until the authorized parent or guardian picks up the Program student. The Chief Learning Officer may remove Program students DocuSign Envelope ID:C0E78BB8-1833-466A-9A8C-E1 F6737C4BED from the Program if the authorized parent or guardian fails to promptly pick them up within 15 minutes of the conclusion of the class session. F. Equipment/Supplies: CMB will make arrangements with MDCPS, through the facility use agreement,for MDCPS to provide access to computer labs and classrooms as needed. MDCPS will provide computers/laptops with Wi-Fi and Bluetooth capabilities for thirty(30)Program students and two(2) FROST SCIENCE Educators, if applicable. G. Program Management Resources:CMB has appointed the Chief Learning Officer as the main point of contact to serve as the internal Program manager for the Program at the CMB Program Schools from August 2022—June 2023. 3.04 Marketing. FROST SCIENCE and CMB will work collaboratively to market, transition, evaluate, and assess the results of the Program. 3.05 Notice. When any of the parties desire to give notice to the other, such notice must be in writing; sent by U.S. Mail, postage prepaid, addressed to the representatives designated below by each party(unless changed by written notice in compliance with the provisions of this paragraph): To CMB: Alina T. Hudak City Manager • City of Miami Beach 1700 Convention Center Drive Miami Beach, Florida 33139 With a copy to: )Dr. Leslie Rosenfeld Chief Learning Development Officer City of Miami Beach 1700 Convention Center Drive Miami Beach,Florida 33139 With a copy to: Theresa Jeanneret Education Compact Initiatives Coordinator City of Miami Beach 1700 Convention Center Drive Miami Beach, Florida 33139 To FROST SCIENCE: Frank Steslow President&CEO Phillip and Patricia Frost Museum of Science, Inc. 1101 Biscayne Boulevard Miami, Florida 33132 With a copy to: Sara Raposo Director of Educational Programs DocuSign Envelope ID:COE78BB8-1833-466A-9A8C-E1F6737C4BED Phillip and Patricia Frost Museum of Science, Inc. • 1101 Biscayne Boulevard Miami,Florida 33132 ARTICLE 4—GENERAL CONDITIONS 4.01 Independent Contractor.The parties to this Agreement shall at all times be acting in the capacity of independent contractors and not as an officer, employee or agent of one another. Neither party nor its respective agents, employees, subcontractors or assignees shall represent to others that it has the authority to bind the other party unless specifically authorized in writing to do so. 4.02 Default. The parties agree that, in the event that either party is in default of its obligations under this Agreement, the non-defaulting party shall provide to the defaulting party(30)days written notice to cure the default. However,in the event said default cannot • be cured within said thirty(30)day period and the defaulting party is diligently attempting in good faith to cure same, the time period shall be reasonably extended to allow the defaulting party additional cure time. Upon the occurrence of a default that is not cured during the applicable cure period;this Agreement may be terminated by the non-defaulting party upon thirty (30) days' notice. This remedy is not intended to be exclusive of any other remedy, and each and every such remedy shall be cumulative and shall be in addition to every other remedy now or hereafter existing at law or in equity or by statute or otherwise. No single or partial exercise by any party of any right, power, or remedy hereunder shall preclude any other or future exercise thereof. 4.03 Annual Appropriation. The performance and obligations of CMB under this Agreement shall be contingent upon an annual budgetary appropriation by CMB's governing body. If CMB does not allocate funds for the payment of services or products to be provided under this Agreement, this Agreement may be terminated by CMB at the end of the period for which funds have been allocated. CMB shall notify the other party at the earliest possible time before such termination. No penalty shall accrue to CMB in the event this provision is exercised, and CMB shall not be obligated or liable for any future payments due or any damages as a result of termination under this section. 4.04 Excess Funds. Any party receiving funds paid by CMB under this Agreement agrees to promptly notify CMB of any funds erroneously received from CMB upon the discovery of such erroneous payment or overpayment. Any such excess funds shall be refunded to CMB, as applicable, with interest calculated from the date of the erroneous payment or overpayment. Interest shall be calculated using the interest rate for judgments under Section 55.03, Florida Statutes, applicable at the time the erroneous payment or overpayment was made by CMB. This provision shall equally inure to FROST SCIENCE's benefit. 4.05 FROST SCIENCE'S COMPLIANCE WITH FLORIDA PUBLIC RECORDS LAW A. FROST SCIENCE shall comply with Florida Public Records law under Chapter 119, Florida Statutes, as may be amended from time to time. • • DocuSign Envelope ID:COE78BB8-1833-466A-9A8C-E1F6737C4BED 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 CMB. C. Pursuant to Section 119.0701 of the Florida Statutes, if FROST SCIENCE meets the definition of"Contractor" as defined in Section 119.0701(1)(a), the FROST • SCIENCE shall: 1. Keep and maintain public records required by CMB to perform the service; 2. Upon request from CMB's custodian of public records,provide CMB 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 FROST SCIENCE does not transfer the records to CMB; 4. Upon completion of the Agreement, transfer, at no cost to CMB, all public records in possession of the FROST SCIENCE or keep and maintain public records required by CMB to perform the service. If the FROST SCIENCE • transfers all public records to CMB upon completion of the Agreement, the FROST SCIENCE shall destroy any duplicate public records that are exempt or confidential and exempt from public records disclosure requirements. If the FROST SCIENCE keeps and maintains public records upon completion of the Agreement, the FROST SCIENCE shall meet all applicable requirements for retaining public records. All records stored electronically must be provided to CMB, upon request from CMB's custodian of public records, in a format that is compatible with the information technology systems of CMB. D. REQUEST FOR RECORDS; NONCOMPLIANCE. 1. A request to inspect or copy public records relating to CMB's contract for services must be made directly to CMB. If CMB does not possess the requested records,CMB shall immediately notify FROST SCIENCE of the request, and the FROST SCIENCE must provide the records to CMB or allow the records to be inspected or copied within a reasonable time. 2. FROST SCIENCE's failure to comply with CMB's request for records shall • constitute a breach of this Agreement,and CMB,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. FROST SCIENCE who fails to provide the public records to CMB within a reasonable time may be subject to penalties under s. 119.10. E. CIVIL ACTION. • 1. If a civil action is filed against FROST SCIENCE to compel production of public records relating to CMS's contract for services,the court shall assess DocuSign Envelope ID:COE78BB8-1833-466A-9A8C-E1F6737C4BED and award against FROST SCIENCE the reasonable costs of enforcement, including reasonable attorneys' fees,if: a. The court determines that FROST SCIENCE 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 FROST SCIENCE has not complied with the request, to CMB and to FROST SCIENCE. 2. A notice complies with subparagraph(1)(b)if it is sent to CMB's custodian of public records and to FROST SCIENCE at FROST SCIENCE's address listed on its contract with CMB or to FROST SCIENCE'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. If FROST SCIENCE 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 FROST SCIENCE HAS QUESTIONS REGARDING THE APPLICATION OF CHAPTER 119,FLORIDA STATUTES,TO FROST SCIENCE'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 4.06 Audit and Inspections. A. Upon reasonable verbal or written notice to FROST SCIENCE, 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 OMB's behalf, to audit, examine, and/ or inspect, any and all other documents and/or records relating to all matters covered by this Agreement. FROST SCIENCE shall maintain any and all such records at its place of business at the address set forth in the "Notices" section of this Agreement. B. Inspector General Audit Rights: 1. Pursuant to Section 2-256 of the Code of the City of Miami Beach, CMB 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 . DocuSign Envelope ID:COE78BB8-1833-466A-9A8C-E1F6737C4BED duration of said contracts. This random audit is separate and distinct from any other audit performed by or on behalf of CMB. 2. The Office of the Inspector General is authorized to investigate CMB affairs and empowered to review past, present and proposed CMB 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 CMB projects and programs. Monitoring of an existing CMB 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 FROST SCIENCE, its officers, agents and employees, lobbyists, CMB 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, CMB is allocating a percentage of its overall annual contract expenditures to fund the activities and operations of the Office of Inspector General. 3. Upon ten(10)days written notice to FROST SCIENCE,FROST SCIENCE 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 FROST SCIENCE its officers, agents and employees, lobbyists, City staff and elected officials to • ensure compliance with the contract documents and to detect fraud and corruption. 4. The Inspector General shall have the right to inspect and copy all documents and records in FROST SCIENCE'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. 5. FROST SCIENCE 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: a. If this Agreement is completely or partially terminated, FROST SCIENCE shall make available records relating to the work terminated until three(3)years after any resulting final termination settlement; and - DocuSign Envelope ID:COE78BB8-1833-466A-9A8C-E1F6737C4BED b. FROST SCIENCE 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. 6. The provisions in this section shall apply to FROST SCIENCE,its officers, agents, employees, subcontractors and suppliers. FROST SCIENCE shall incorporate the provisions in this section in all subcontracts and all other agreements executed by FROST SCIENCE in connection with the performance of this Agreement. 7. Nothing in this section shall impair any independent right of CMB to conduct audits or investigative activities.The provisions of this section are neither intended nor shall they be construed to impose any liability on CMB by FROST SCIENCE or third • parties. C. E-Verify 1. FROST SCIENCE 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,FROST SCIENCE 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, FROST SCIENCE shall expressly require any subcontractor 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 subcontractor during the contract Term. If FROST SCIENCE enters into a contract with an approved subcontractor, the subcontractor must provide FROST SCIENCE with an • affidavit stating that the subcontractor does not employ, contract with, or subcontract with • an unauthorized alien. FROST SCIENCE shall maintain a copy of such affidavit for the duration of the Agreement or such other extended period as may be required under this • Agreement. 2. TERMINATION RIGHTS. a. If Client has a good faith belief that FROST SCIENCE has knowingly violated Section 448.09(1), Florida Statutes, Client shall terminate this Agreement with FROST SCIENCE for cause, and City shall thereafter have or owe no further obligation or liability to FROST SCIENCE. b. If Client has a good faith belief that a subcontractor has knowingly • violated Section A but the FROST SCIENCE otherwise complied with such section,Client will promptly notify FROST SCIENCE and order the FROST SCIENCE to immediately terminate the agreement with the subcontractor. FROST SCIENCE failure to terminate a subcontractor shall be an event of default under this Agreement, entitling Client to terminate-the Agreement for cause. c. A contract terminated.under the foregoing Subsections (2)(a) or (2)(b) is not in breach of contract and may not be considered as such. d. Client or FROST SCIENCE or'a subcontractor may file an action with the Circuit or County Court to challenge a termination under the foregoing Subsections (2)(a) or (2)(b) no later than 20 calendar days after the date on which the contract was terminated. DocuSign Envelope ID:COE78BB8-1833-466A-9A8C-E1F6737C4BED e. If Client terminates the Agreement with FROST SCIENCE under the foregoing Subsection(2)(a), FROST SCIENCE may not be awarded a public contract for at least 1 year after the date of termination of this Agreement. f. FROST SCIENCE is liable for any additional costs incurred by Client as a result of the termination of this Agreement under this section. • 4.07 Student Records: Notwithstanding any provision to the contrary within this Agreement, FROST SCIENCE shall fully comply with the requirements of Section 1002.22, Florida Statutes, or any other state or federal law or regulation regarding the confidentiality of student information and records. FROST SCIENCE agrees, for itself, its officers, employees, agents, representatives, contractors or subcontractors, to fully indemnify and hold harmless CMB and its officers and employees for any violation of this section, including, without limitation, defending CMB and its officers and employees against any complaint, administrative or judicial proceeding, payment of any penalty imposed upon CMB, or payment of any and all costs, damages, judgments or losses incurred by or imposed upon CMB arising out of a breach of this covenant by FROST SCIENCE, or an officer, employee, agent, representative, contractor, or sub-contractor of FROST SCIENCE to the extent that FROST SCIENCE or an Officer, employee, agent, representative,contractor,or sub-contractor of FROST SCIENCE shall either intentionally or negligently violate the provisions of this section or of Section 1002.22,Florida Statutes. This section shall survive the termination of all performance or obligations under this Agreement and shall be fully binding until such time as any proceeding brought on account of this Agreement is barred by any applicable statute of limitations. 4.08 Indemnification. FROST SCIENCE agrees to indemnify and hold harmless the City of Miami Beach and its officers, employees,agents,and contractors,from and against any and all actions (whether at law or in equity), claims, liabilities, losses, and expenses, including, but not limited to, attorneys' fees and costs, for personal, economic or bodily injury, wrongful 1death, 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 FROST SCIENCE,its officers, employees, agents,contractors,or any other person or entity acting under FROST SCIENCE's control or supervision, in connection with, related to, or as a result of FROST SCIENCE's performance of the services pursuant to this Agreement. To that extent, FROST SCIENCE 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 CMB in the defense of such claims and losses, including appeals. FROST SCIENCE expressly understands an`d agrees that any insurance protection required by this Agreement or otherwise provided by FROST SCIENCE shall in no way limit FROST SCIENCE's responsibility to indemnify,keep and save harmless and defend CMB or its officers, employees, agents and instrumentalities as herein provided. The parties agree that one percent(1%)of the total compensation to FROST SCIENCE for performance of the Services under this Agreement is the specific consideration from CMB to the FROST SCIENCE for FROST SCIENCE's indemnity agreement. The provisions of this Section and this indemnification shall survive termination'or expiration of this • Agreement. DocuSign Envelope ID:COE78BB8-1833-466A-9A8C-E1F6737C4BED 4.08 Place of Performance. The Program services will take place in one of the CMB Program Schools. 4.09 Governing Law and Venue. This Agreement shall be interpreted and construed in accordance with and governed by the laws of the State of Florida. Any controversies or legal problems arising out of this Agreement and any action involving the enforcement or interpretation of any rights hereunder shall be submitted to the jurisdiction of a State court of competent jurisdiction in Miami-Dade County,Florida. 4.10 Entirety of Agreement. This document incorporates and includes all prior negotiations, correspondence, conversations,agreements and understandings applicable to the matters contained herein and the parties agree that there are no commitments, agreements or understandings concerning the subject matter of this Agreement that are not contained in this document. Accordingly,the parties agree that no deviation from the terms hereof shall be predicated upon any prior representations or agreements, whether oral or written. 4.11 Preparation of Agreement. The parties acknowledge that they have sought and obtained 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 their joint effort. The language agreed to herein 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. 4.12 Amendments. No modification, amendment, or alteration in the terms or conditions contained herein shall be effective unless contained in a written document prepared with the same or similar formality as this Agreement and executed by each party hereto. The City Manager of the City of Miami Beach, Florida, on behalf of CMB, shall be authorized to execute any amendment or extension of this Agreement. 4.13 Survival. All representations and warranties made herein, regarding indemnification obligations, obligations to reimburse CMB, obligations to maintain and allow inspection and audit of records and property, obligations to maintain the confidentiality of records, reporting requirements, and obligations to return public funds shall survive the termination of this Agreement. 4.14 Authority. Each person signing this Agreement on behalf of either party individually warrants that he or she has full legal power to execute this Agreement on behalf of the party for whom he or she is signing, and to bind and obligate such party with respect to all provisions contained in this Agreement. 4.15,NO DISCRIMINATION. In connection with the performance of the Services, FROST SCIENCE 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, FROST SCIENCE 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, DocuSign Envelope ID:COE78BB8-1833-466A-9A8C-E1F6737C4BED, 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. The Parties hereto have made and executed this Agreement on the date last signed below. FOR THE CITY OF MIAMI BEACH: (Corporate Seal) CITY OF MIAMI BEACH, FLORIDA: j �-DSBH�[-DS Alina T. Hud , City Manager • Date: 157).7-- , ATTEST: 1 B,k'cti By: sRafael . GranadO, City Clerk INCORPIORATED �y' Date: /74f.e. ,�-y,Q..•�••�;�� � Approved as to Form and Legal Content: • Amat\N---- ' Office of the City Attorney D'1C Date: 00f,, 11, DocuSign Envelope ID:COE78BB8-1833-466A-9A8C-E1 F6737C4BED • FOR THE REPRESENTATIVES PHILLIP AND PATRICIA FROST MUSEUM OF SCIENCE,INC.: (Corporate Seal) THE REPRESENTATIVES OF PHILLIP AND PATRICIA • FROST MUSEUM OF SCIENCE,INC. By: CDoeuSigned by: Vai4 Slt iaw lllFrra...nntes r ow • Date: 6/29/2022 1 7:04 AM PDT ATTEST: • DoeuSigned by: B CS.° �aFoSo y ��tr�z�aa��,... Date: 6/29/2022 1 10:12 AM EDT DocuSign Envelope ID:COE78BB8-1833-466A-9A8C-E1F6737C4BED Attachment A • City of Miami Beach Program Afterschool Enrichment Program for Biscayne Beach Elementary School students and Miami Beach Fienberg-Fisher K-8 students. Schools Biscayne Beach Elementary School Miami Beach Fienberg-Fisher K-8 800 77th Street,Miami Beach 1420 Washington Ave, Miami Beach (305) 868-7727 (305) 531-0419 Principal Karen Belusic Principal Maria Costa FROST SCIENCE Afterschool 'FROST SCIENCE Educators must attend an orientation session on the first Friday of each semester. .FROST SCIENCE Educators will be matched to an afterschool session depending on their course schedules. Educators Illness or Emergency .FROST SCIENCE Educators are expected to notify FROST SCIENCE and the Chief Learning Officer and corresponding school by 10:00am on the day they will not be able to make it to class due to illness. In case of an emergency, instructors are also expected to call before the session. In both cases,the session will be hosted by a Frost Science alternate educator. FROST SCIENCE PRIMARY CONTACT Sara Raposo Director of Educational Programs Phillip and Patricia Frost Museum of Science,Inc. 1101 Biscayne Boulevard,Miami, Florida 33132 sraposoc frostscience.org • Schedule The in-person program runs in the Fall from October 3,° 2022 to December 16,2022, and Spring from January 30, 2023 to April 14, 2023. A background check of level II is required. Mondays, Tuesday,Thursdays 3:15 p.m.—4:15 p.m. Wednesdays 2:05 p.m.—3:05 p.m. If virtual, the times will be: Mondays, Tuesday,Thursdays 4:00 p.m.—5:00 p.m. Wednesdays 3:00 p.m. —4:00 p.m. DocuSign Envelope ID:COE78BB8-1833-466A-9A8C-E1F6737C4BED Fall 2022 Semester Dates (10 weeks) Week.1: October 3-7' *No school October 5 Week 2: October 10-14 Week 3: October 17-21 Week 4: October 24-28 Week 5: Oct. 31-Nov. 4 Week 6: November 7-11 *No school November 8, 11 Week 7: November 14-18 *No school November 21-25 Week 8:Nov. 28-Dec. 2 Week 9: December 5-9 Week•10: December 12-16 Spring 2023 Semester Dates (10 weeks) Week 1: Jan. 30- Feb. 3 Week 2: February 6-10 Week 3: February 13-17 Week 4: February 20-24 *No school February 20 Week 5: Feb. 27-Mar. 3 Week 6: March 6-10. Week 7: March 13-17 *No school March 20-24 • Week 8: March 27-31 Week 9: April 3=7 *No school April 7 Week 10: April 10-14' • • 17 DocuSign Envelope ID:COE78BB8-1833-466A-9A8C-E1F6737C4BED Attachment B • ; '_. MIAMI-DADE COUNTY PUBLIC SCHOOLS 2022-2023 SCHOOL CALENDAR ELEMENTARY AND SECONDARY July 2022 August 2022 September 2022 MTWT F MTWT F MTWT F 1 1 2 3 4 r5 , 1 2 5 6 7 8 O8103 °:f f!9;U '(10 WI 6 7 8 9 11 12 13 14 15 - 16= 18 19 12 13 14 15 16 18 19 20 21 22 22 23 24 25 26 19 20 21 22 23 25 26 27 28 29 29 30 31 ;110 27 28 29 30 October 2022 November 2022 December 2022 M TWT F l©©0© ©II©0® 3 4 ( 6 7 MUMMER 10 11 12 13 14 9 10 rc31 © 6 0 8 9 17 18 19 20' m® 16 RAM ®®m® 16 . 25 26 27 28 1 ®�—1010Ma 19 20 ®®m 31 MEI 30'M. :. l›,,��.'1 i�`� January 2023 February 2023 March 2023_ ©Il©®0 MTWT F EllilE11511111 DTW-=1 a L h.' 1 2 3 9 10 1111110E1 6 7 8 9 10 6 00 9 10 a. '11(151111 19 13 14 15 16 17 ®m® 16 In 26 la >g 21 22 23 24 =,› rlG3-!PZ;jji` • 30 ®MMIIII 27 28 ® a 29 30 Ell 'April 2023 May 2023 June 2023 • • M T W. T F MTWTF MTWT F 3 4 5 •O 1 2 3 4 5 1 2 . 11 12 13 14 8 9 10 11 12 5 6 O °9 17 18 19 20 21 15 16 17 18 19 °12 13 14 15 16 24 25 26 27 28 22 23 24 25 26 X 20 21 22 23 .04 30 31 26 27 28 29 30 V�� New Teachers Report ��k Recess Day MITeacher Planning Oay }t Beg/Eret of Grading Period ( Days onriod.Grading ��!! _ Pedod- Disblct-wide Professional Development Day Legal Holiday ciZQ DIVLegal Holiday(12 month) Avadatd to opt OMRecess Day(10 month) •Teacher Planning Day • avadablo to opt For information on employee opt days,please refer to back of calendar. • 18 DocuSign.Envelope ID:COE78BB8-1833-466A-9A8C-E1F6737C4BED M I AM I BEACH Contract/Document Routing Form •Contraet No: Title CMB FROST AFTERSCHOOL MOU 2022-23 Jo `Contrdcfor - „ • LiZiz4.itigyeA!zjialigailsomingillillill.111111111111pP, /���j FROST MUSEUM OF SCIENCE,INC. ORGANIZATIONAL DEVELOPMENT PERFORMANCE INIT. 1 pf"P 2.0�7 ,Dee artmenfDirector Name&Si:nature ` ACM Name&Si nature. o«°sx,°ea ny: DR.LESLIE ROSENFELD 1_,p,�'44F MARK TAXIS „• "� Document T :e, SelectOne � Type 1—Contract,amendment,change order or task order resulting from a procurement-issued competitive solicitation. X 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: aBri a N. � r.�.,^` ,efA Summa x �0 Pur�ose attacFFmemo;if^additio�tial s e ace'is necessa � = `��? - • • - t This will allow FROST MUSEUM to provide afterschool programming for free to students at Biscayne Beach and Fienberg- Fisher for the 2022-2023 school year. On'ina'!Tenn"' ;. ; Renewal'•Periods •c `` , Total Teri i Ori:final'+•teriewals October 3,2023-June 2,2023 7 , Fundin: Informat orr Grant Funded: Yes X No State Federal Other: k Cost`&Fundin:,Source" Annual Cost Account) Re a uire Enhancement 1 __ $16,000 011-0332-000343-16-400-582-00 �!•r Yes X No 2 Yes No 3 Yes 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. City Commission Approved: X Yes No Resolution No.: CC Agenda Item No.: CC Meeting Date: 2018-30259 ,If no,explain why CC.approval is not required: Legal Form Approved: X Yes No If no,explain below why form approval is not necessary: • 'Com )fiance A �`royals see attached •• Procurement: AI„ pu;, Grants: NA Budget: oaersa° Information Technology: NA ax tJ a 0#4 Situran Risk Management: Fleet&Facilities: NA • SOd'IQ 01a1,1 0(1R Human Resources: `RtAE»oo , Other: