Agreement Between Common Threads and City of Miami Beach 2,023 - 24(01
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PROFESSIONAL SERVICES AGREEMENT
BETWEEN
THE CITY OF MIAMI BEACH
AND
Common Threads
PURSUANT TO
THE CITY'S YOUTH ENRICHMENT INITIATIVE
JUN 0 6 2024
This Professional Services Agreement ("Agreement") is entered into this day of
2024, (the "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"),
Common Threads, whose address is 2904 Floyd St., Suite A Dallas, TX 75204, ("Contractor")
(collectively, the"Parties").
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 Office of Housing and Community Services
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.
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.
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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").
2.2 Consultant's Services, and any deliverables incident thereto, shall be completed in
accordance with the timeline and/or schedule in Exhibit"A" hereto.
2.3 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 (although the City will provide
Consultant with the appropriate location to perform the Services); 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:
Alba Tarre, Department Director
Office of Housing and Community Services
1700 Convention Center Drive
Miami Beach, Florida, 33139
2.4 Contractor agrees to be bound by and shall fully comply with the terms of the contract,
with an effective term from June 10th, 2024, through August 9th, 2024, between The Children's
Trust and the City, for youth enrichment, employment and supports through the Miami Beach All
Stars Program ("Program"), which is incorporated herein and attached hereto as Exhibit "C"
("The Children's Trust Grant Contract").
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 have an initial term of June
10th, 2024 with renewal options, 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.
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 "A" hereto.
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SECTION 4
FEE
4.1 In consideration of the Services to be provided, Consultant shall be compensated on a
fixed fee basis, for a maximum total annual amount not to exceed Five Thousand Dollars
($5,000)
4.2 Contractor shall be compensated for the Services, as set forth in Section 2 and Exhibit
"A", as follows:
a) Provision of a two-hour (2) hour session, one (1) time per week for eight (8) weeks and
two (2), two-hour (2) hour sessions for one (1) week for a total of 10 (ten) sessions
during the summer, for a maximum total annual amount not to exceed Five Thousand
Dollars ($5,000).
b) The contractor will provide a minimum of one (1) instructor per cohort. Cohorts will
include 40 participants during the summer.
4.3 Contractor's compensation shall be further subject to and conditioned upon all or any
portion of the Services to be provided herein being allowable and within the Scope of Services
delineated in Exhibit"A".
4.4 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:
Alba Tarre, Department Director
Office of Housing and Community Services
1700 Convention Center Drive
Miami Beach, Florida, 33139
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 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
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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.
9.3 PATENT RIGHTS; COPYRIGHT; CONFIDENTIAL FINDINGS
Any work product arising out of this Agreement, as well as all information specifications,
processes, data and findings, are intended to be the property of the City and shall not otherwise
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be made public and/or disseminated by Consultant, 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.
All reports, documents, articles, devices, and/or work produced in whole or in part under this
Agreement are intended to be the sole and exclusive property of the City, and shall not be
subject to any application for copyright or patent by or on behalf of the Consultant or its
employees or sub-consultants, without the prior written consent of the City Manager.
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
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.
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(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
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
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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. 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.
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(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.
(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
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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
CONSULTANT'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: RAFAELG RANADOaM IAM I BEACH FL.GOV
PHONE: 305-673-7411
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
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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 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
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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 a subconsultant shall be an event of default under this Agreement,
entitling 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.
(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: Common Threads
Linda Novick O'Keefe, CEO & Co-Founder
2904 Floyd St., Suite A
Dallas, TX 75204,512-879-3412
TO CITY: City of Miami Beach
Office of Housing and Community Services
Attn: Alba Tarre, Department Director
1700 Convention Center Drive
Miami Beach, Florida 33139
(305)673-7491
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.
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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
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.
[REMAINDER OF THIS PAGE LEFT INTENTIONALLY BLANK]
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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:
By: pte:jikeAuARhe246,
Rafae E. Granado Rickelle Williams
City Clerk Interim City Manager
Date: JUN 0 0 2624
1INCORP OIUTED'
FOR CONSULTANT: '�•,y .Copimon Threads
............
'
ATTEST:
•
By:Q '
cn.�c/,�. 1 �` ' 'f
Linda Novick O'Keefe , Co-Founder/CEO
Date: 6/5/24
APPROVED AS TO
FORM &LANGUAGE
& FOR EXECUTION
OC/Egkif
.ity Attorney 2g Date
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EXHIBIT "A"
"SCOPE OF SERVICES"
Contractor staff must advise the City of any challenges to Service delivery, including but not
limited to language barriers, capacity issues, client concerns, staff concerns, and scheduling
challenges, immediately.
The Contractor agrees to provide the following Services to youth enrolled in the City of Miami
Beach All Stars Pro.ram:
Service Units of Documentation of Service
Service
COOKING Summer: Provision of the following:
SKILLS AND 20 • Common Threads will provide culinary lessons.
WORLD • All participants in Common Threads sessions must sign
CUISINE participation waivers.
• Common Threads will provide one trained instructor to
guide participants on-site for 2 hours during each activity
session.
• Instructor must provide a copy of their certification.
• Common Threads will provide all supplies/equipment for
activities.
• Common Threads will sanitize all supplies/equipment for
activities before each session.
Description of activities:
Common Threads takes an innovative approach through both in-person and on-demand virtual
cooking and nutrition education classes taught by trained chefs, as well as providing training on
our curriculum to caregivers, educators, and healthcare professionals. Cooking Skills World
Cuisine (CSWC) is a Common Threads Chef Instructor led 10-lesson series
offered for 3rd-8th grade students. Participants learn basic cooking skills while exploring
different cultures through cuisine. CSWC must be led by a Common Threads Chef Instructor.
Lessons last about two hours in length and are typically scheduled afterschool.
Services must be provided in accordance with the timeline below and in response to
client needs. Should the Contractor encounter challenge in meeting the below stated
Service deliverables within the required timeframes, the Contractor may request an
extension. The approval and duration of all extensions are at the sole discretion of the
City. If the Contractor is unable to satisfy deliverables within the required timeframes, the
City reserves the right to conduct said Services or assign said Services to an alternate
vendor at its sole discretion.
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Service Deliverables
Services must be delivered as follows:
June 10t'', 2024-Au•ust 9th, 2024
Service COOKING SKILLS AND WORLD CUISINE
Frequency** Summer: 1 time per week
Intensity Summer: 2 hours per session
Duration Summer: 9 weeks
# of Sessions offered Summer: 10 Total Sessions
If a scheduled session falls on a no-school day (e.g., a holiday or
Schedule* instructor planning day), services can be rescheduled at the discretion
of program staff.
Time _ Summer: 9 weeks
Location Nautilus Middle School
*Schedules are subject to change based on changes to the Miami-Dade County Public School's
calendar and All Stars Program calendar. Should any schedule changes occur Contractor will
be notified. Program staff will make every effort to reschedule any canceled sessions within the
programming dates, June 10th, 2024-August 9th, 2024.
One week will include two sessions, for a total of ten sessions during the nine-week summer.
Communication Requirements & Expectations
Contractor's staff members must confirm receipt of all forms of communication, including emails,
phone calls, and text messages, no later than 48 hours from time of submission. If a staff
member is unable to respond within the required timeframe, that staff member must assign a
surrogate point of contact that will be able to fulfill the communication requirements in the staff
member's stead.
Penalties for Failure to Perform
If the Contractor fails, on two occasions, to submit required, accurate documentation in the
timeframe allotted, including the absence of notification email, the Contractor will forfeit one
percent (1%) of the combined billed total for the months in which inaccuracies took place.
Documents submitted within the required timeframe and found to be insufficient are subject to
penalties for failure to perform.
If the Contractor fails, on three occasions, to submit required, accurate documentation in the
timeframe allotted within the Agreement Term. the Contractor is subject to the termination of any
further Service referrals but will be allowed to complete the Service units allotted to existing
clients. The decision to cease additional referrals rests in the sole discretion of the City.
`Required, accurate documentation" may refer to:
• Monthly Service summary reports
• The City's Reimbursement Report & Invoice, reflecting in-kind hours, contributions,
and/or leverage, if applicable
• Monthly client lists
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• Client Assessments
• Service documentation of any kind, including sign-in sheets
• Performance Measurement Tools
• Notification Emails
1
• Any document required by this Agreement.
*The above documentation to be submitted together on a monthly basis.
If any individual employed by or independently contracted with the Contractor fails, on more
than one occasion, to attend or arrive on-time to a scheduled session without notifying the City
of an impending absence or tardiness, the City reserves the right to remove that individual from
the Contractor's staff roster for the purposes of this Agreement.
If the Contractor is unable to fulfill the contracted Service level within the allocated timeframe for
each Service component, the City reserves the right to reduce Service levels accordingly across
the funded Service spectrum and terminate this Agreement at its discretion.
If the Contractor is unable to fulfill the contracted Service level and the City subsequently
reduces Service and funding levels, the City reserves the right to select another vendor to fulfill
the remaining Service units. The City will select the alternate vendor at its sole discretion.
Employee/Contractor File Review
The following documentation must be included in the employee/contractor file for those
employees/contractors providing Services under this Agreement:
• Resume demonstrating relevant experience
• Evidence of credentials, e.g. diploma, degree, training certificates, and licenses, as
required by position
• Job Description Signed by Employee
• Acknowledgement of agency policies & procedures
• Documentation of Agency Training/In-Service Training
• 1-9 Verification on File
• National FBI Background Criminal Screening (Level 2)or Attachment E-1: "Affidavit for
Level 2 Background Screenings" (found at the end of Exhibit"C")
• Exhibit"C"Attachment E-2: Affidavit of Good Moral Character
• Exhibit"C"Attachment E-3: Child Abuse & Neglect Reporting Requirements
• Exhibit"C"Attachment E-4: Background Screening & Personnel File Requirements
• Confidentiality Agreement Re: Client Information
• Authorized time sheets, records, and attendance sheets to document the staff time billed
to provide Services pursuant to this Agreement
• Daily activity logs and monthly calendars of the provision of Services pursuant to this
Agreement
• Certificates of Completion for required/recommended City, Children's Trust and/or
Agency Trainings.
The City reserves the right to inspect employee/contractor files with due notice (at least forty-
eight (48) hours in advance of planned site visit) to ensure adherence to contractual
expectations as well as to ensure pre-screening prior to a monitoring visit by The Children's
Trust.
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Evaluation
In the continuing effort to ensure programmatic excellence, the City with provide participants
with evaluation forms at the end of each programming component to gauge their satisfaction
with Services provided.
The City may conduct intermittent performance evaluations for the purpose of monitoring the
Contractor's performance and will conduct said evaluations utilizing a tool of its choice and at its
sole discretion.
Monitoring & Performance Reviews
The City and/or The Children's Trust reserves the right to inspect, monitor and/or audit the
Contractor to ensure contractual compliance. This includes, but is not limited to:
• Review of on-site Service delivery and completion of monitoring documents, such as The
Children's Trust On- Site Subcontractor Monitoring Tool
• Inspection and review of client and employee files (for those employees providing
Services under this Agreement)
• Review or audit of records to ensure compliance with applicable accounting, financial
and programmatic standards.
• Exchange information about Agreement, Program, and/or fiscal issues.
Monitoring will take place within forty-five (45) days of the commencement of Services. The City
will notify the Contractor a minimum of one (1) business days' notice prior to an on-site
monitoring visit.
Promotion & Public Relations Requirements
The Contractor agrees to promote the City of Miami Beach All Stars Program by:
• Displaying and distributing marketing materials (brochures, flyers, etc.) provided by the
Program staff
• Creating a web link between the Contractor's website and the Program webpage
administered by the City
• Promoting the Program on Contractor's social media websites
• Creating multimedia content regarding participants and programming for promotion
provided that written Authorization for PhotographyNideo is on file with the City
• Indicating membership in the City of Miami Beach All Stars Program in all self-produced
marketing materials that are produced for the benefit of youth and families.
Training Requirements
Contractor agrees to send its administrative and direct Service staff to relevant agency, City and
Children's Trust required and recommended trainings.
In the event that any Contractor staff member does not satisfy training requirements or does not
attend one or more of the required agency, City or Trust provided trainings, the City, at its sole
discretion, reserves the right to remove the staff member from the Contractor's roster for the
purposes of this Agreement.
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All Stars Meeting Attendance
The Contractor is required to have representation at mandatory Miami Beach All Stars partner
meetings. Meetings may be held in-person or by means of telephone/online conference. If the
Contractor fails to have representation at required meetings, the City reserves the right to
reduce contracted Service levels at its sole discretion.
Contractor's Staff Roster
Contractor will provide the City with following information for each individual employed by or
independently contracted with the Contractor to conduct Services related to this Agreement:
• Name
' • Resume
• Credentials, to include degrees and licenses, as required by position
• Phone number
• E-mail address
• Language Skills (minimum of one bilingual staff member required per every 10
contractually required clients)
• Contractual agreement between Contractor and Sub-Contractor.
Contractor agrees to adhere to screening staff and contracted employees for minimum
requirements appropriate to positions related to this Agreement and in accordance with
Contractor's policies and procedures.
Contractor's staff members are required to wear identification while conducting Services.
Contractor's staff members agree to adhere to Program's behavior management guidelines.
Additional Documentation
Contractor, as applicable, shall keep on file copies of its policies including but not limited to
confidentiality, incident reporting, sexual harassment, non-discrimination, equal opportunity
and/or affirmative action, Americans with Disabilities Act, and drug-free workplace.
The following documentation must be submitted with this executed agreement:
• All required insurance certificates
• Copy of most recent financial audit
• Copy of required business licenses and permits
• List of all members of Contractor's Board of Directors, if applicable
• Contractor's Board of Directors by-laws, if applicable
• Conflict of Interest policy
• Agency 990 Form
• Agency W-9 Form
• Resume demonstrating relevant experience
• Evidence of degree/credentials
• National FBI Background Criminal Screening (Level 2) or Attachment E-1: "Affidavit for
Level 2 Background Screenings" (found at the end of Exhibit"C")
• Exhibit"C"Attachment E-2: Affidavit of Good Moral Character
• Exhibit"C"Attachment E-3: Child Abuse & Neglect Reporting Requirements
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EXHIBIT "C"
ATTACHMENTS
The following reference documents are attached:
• The 2023-2024 Children's Trust Youth Enrichment CONTRACT NO. 2414-1090
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MI AM I BEACH Contract/Document Routing Form
Contract No. Title
PSA for Common Threads
Contractor µeh Qwetlt
Common Threads Office of Housing&Community Services
rtment Director Mime&Signat ;, ACM Name&SignattWm
Alba Tarre,Dept.Direct. 411arre °a David Martinez,Interim Assistant City Manager TA„
341A1BSFF6F347D...
X New Contract Amendment Change Order ervice/Task Order Other:
Summary&Purpose
The City has been awarded a renewal grant from The Children's Trust to continue offering the All Stars
youth development program for middle school-aged youth. This contract is for a summer cooking provider
who will deliver engaging and educational cooking classes as part of the program. The purpose is to
provide valuable life skills, promote healthy eating habits, and foster a sense of community among the
participants through interactive and hands-on cooking experiences.
Original Term Renewal Periods Total Term(Original+Renewals)
2 months 0 2 months
Funding Information
Grant Funded: X Yes No State III Federal Other:
.,- .•. Cost&Funding Source
Annual Cost Account Require Enhancement
1 $5,000 143-0320-000355-00-405-542-00-00-00-50124 Yes No
2 Yes No
3 Yes _ No
4 Yes No
5 Yes No
Authority to Sign
City Commission Approved: X Yes No If no,explain below:
BETWEEN THE CHILDREN'S TRUST AND the City of Miami Beach FOR After-school Programs and Summer Camps.Resolution
No.:2023-32461
Legal Form Approved: X Yes No If no,explain below:
Compliance Verification
,Department Comments Name&Signature
Budget
Budget DocuSigned by:
Krystal Dobbin a mom,ltn,S
uman Resources 1111111MMINIMO1