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PROFESSIONAL SERVICES AGREEMENT
BETWEEN THE CITY OF MIAMI BEACH, FLORIDA
AND ARTS FOR LEARNING/MIAMI, INC.
FOR MIAMI BEACH ARTS EDUCATION SERVICES
THIS AGREEMENT made and entered into this ~a~ day of PG~r11~ 200~by
and between the CITY OF MIAMI BEACH, FLORIDA (hereinafter referred to as City), a
municipal corporation, having its principal offices at 1700 Convention Center Drive, Miami
Beach, Florida, 33139, and ARTS FOR LEARNING/MIAMI, INC. (hereinafter referred to as
Consultant), a Florida corporation, whose address is 1900 Biscayne Blvd., Suite 201,
Miami, Florida, 33132.
SECTION 1
DEFINITIONS
Agreement: This Agreement between the City and Consultant.
City Manager: The Chief Administrative Officer of the City.
Consultant: For the purposes of this Agreement, Consultant shall be deemed to
be an independent Consultant, and not an agent or employee of the
City.
Services: All services, work and actions by the Consultant performed pursuant
to or undertaken under this Agreement, as described in Section 2 and
Exhibit "A" hereto.
Fee: Amount paid to the Consultant to cover the costs of the 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 WORK
The scope of work to be performed by Consultant is set forth in Exhibit "A,"entitled "Scope
of Services" (Services).
SECTION 3
COMPENSATION
3.1 FIXED FEE
Consultant shall be compensated by the City for those Services provided and
satisfactorily performed asset forth in Section 2 and Exhibit "A,"during the term herein, for
a fee not to exceed one hundred five thousand dollars ($105,000.00), inclusive of
Reimbursable Expenses and any other consultants necessary to complete the Scope of
Work described herein. Reimbursable Expenses shall include out-of-pocket costs which
include long-distance phone calls, photocopies, transportation, mailings, and other ancillary
costs. However, any Reimbursable Expenses must be approved in writing by the City prior
to Consultant incurring costs for same. The City shall have no duty or responsibility to
reimburse Consultant for any unapproved expenses.
3.2 INVOICING
Consultant shall submit a detailed invoice each quarter for one-fourth of the annual
fee, to include a report of quarterly activities, number of students served, costs and billing
for the portion of the Services provided as set forth in Exhibit "A."
3.3 METHOD OF PAYMENT
Payments shall be made for Services satisfactorily rendered within thirty (30) days of
the date of invoice, in a manner satisfactory to, and as approved and received by, the City.
Consultant shall mail all invoices to:
City of Miami Beach Department of Tourism and Cultural Development
Cultural Affairs Program
1700 Convention Center Drive
Miami Beach, Florida 33139
Attn: Mary Heaton, Grants and Operations Administrator
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SECTION 4
GENERAL PROVISIONS
4.1 RESPONSIBILITY OF THE CONSULTANT
With respect to the performance of the Services, the Consultant shall exercise that
degree of skill, care, efficiency and diligence normally exercised by recognized
professionals with respect to the performance of comparable Services. In its performance
of the Services, the Consultant shall comply with all applicable laws, ordinances, and
regulations of the City, Miami-Dade County, State of Florida, and Federal Government.
4.2 PUBLIC ENTITY CRIMES
A State of Florida Form PUR 7068, Sworn Statement under Section 287.133(3)(a)
Florida Statute on Public Entity Crimes shall be filed with the City's Procurement Division,
prior to commencement of the Services herein.
4.3 DURATION AND EXTENT OF AGREEMENT
This Agreement shall be only effective upon approval by the City and execution by
the parties hereto. The term of this Agreement shall be retroactive to commence on
October 1, 2007, and terminate on September 30, 2008. The term of this Agreement may
be extended for one year, in writing, at the sole discretion of the City.
A reasonable extension of time shall be granted in the event the work of the
Consultant is delayed or prevented by the City or by any circumstances beyond the
reasonable control of the Consultant, including weather conditions or Acts of God, which
render performance of the Consultant's duties impracticable.
4.4 TIME OF COMPLETION
The Services to be rendered by the Consultant shall be commenced upon execution
of the Agreement, and Consultant shall complete the scope of work presented in Section 2
by no later than September 30, 2008. A Timeline for Services is attached as Exhibit "B."
4.5 INDEMNIFICATION
Consultant agrees to indemnify and hold harmless the City of Miami Beach and its
officers, employees and agents, from and against any and all actions, claims, liabilities,
losses, and expenses, including, but not limited to, attorneys' fees, for personal, economic
or bodily injury, wrongful death, loss of or damage to property, at law or in equity, which
may arise or be alleged to have arisen from the negligent acts, errors, omissions or other
wrongful conduct of the Consultant, its employees, agents, sub-consultants, or any other
person or entity acting under Consultant's control, in connection with the Consultant's
performance of the Services pursuant to this Agreement; and to that extent, the Consultant
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shall pay all such claims and losses and shall pay all such costs and judgments which may
issue from any lawsuit arising from such claims and losses, and shall pay all costs and
attorneys' fees expended by the City in the defense of such claims and losses, including
appeals. The parties agree that one percent (1 %) of the total compensation to the
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 Consultant's obligation under this Subsection shall not include the obligation to
indemnify the City of Miami Beach and its officers, employees and agents, from and
against any actions or claims which arise or are alleged to have arisen from negligent acts
or omissions or other wrongful conduct of the City and its officers, employees and agents.
The parties each agree to give the other party prompt notice of any claim coming to its
knowledge that in any way directly or indirectly affects the other party.
4.6 TERMINATION, SUSPENSION AND SANCTIONS
4.6.1 Termination for Cause
If the Consultant shall fail to fulfill in a timely manner, or otherwise violate any
of the covenants, agreements, or stipulations material to this Agreement, the City 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 terms of this Agreement and shall grant Consultant seven (7) days to cure such
default. If such default remains uncured after seven (7) days, the City, upon three (3)
days' notice to Consultant, may terminate this Agreement and the City shall be fully
discharged from any. and all liabilities, duties and terms arising out of/or by virtue of this
Agreement.
Notwithstanding the above, the Consultant shall not be relieved of liability to
the City for damages sustained by the City by any breach of the Agreement by the
Consultant. The City, at its sole option and discretion, shall additionally 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 right and remedies against the defaulting party. The City shall be
entitled to recover all costs of such actions, including reasonable attorneys' fees. To the
extent allowed by law, the defaulting party waives its right to jury trial and its right to bring
permissive counter claims against the City in any such action.
4.6.2 Termination for Convenience of City
NOTWITHSTANDING SECTION 4.6.1, THE CITY MAY ALSO, FOR ITS
CONVENIENCE AND WITHOUT CAUSE, TERMINATE AT ANY TIME DURING THE
TERM HEREOF BY GIVING WRITTEN NOTICE TO CONSULTANT OF SUCH
TERMINATION, WHICH SHALL BECOME EFFECTIVE SEVEN (7) DAYS FOLLOWING
RECEIPT BY THE CONSULTANT OF THE WRITTEN TERMINATION NOTICE. IN
THAT EVENT, ALL FINISHED OR UNFINISHED DOCUMENTS AND OTHER
MATERIALS, AS DESCRIBED IN SECTION 2 AND IN EXHIBIT "A", SHALL BE
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PROPERLY ASSEMBLED AND DELIVERED TO THE CITY AT CONSULTANT'S SOLE
COST AND EXPENSE. IF THE AGREEMENT IS TERMINATED BY THE CITY AS
PROVIDED IN THIS SUBSECTION, CONSULTANT SHALL BE PAID FOR ANY
SERVICES SATISFACTORILY PERFORMED, AS DETERMINED BY THE CITY AT ITS
DISCRETION, UP TO THE DATE OF TERMINATION. PROVIDED, HOWEVER, THAT
AS A CONDITION PRECEDENT TO SUCH PAYMENT, CONSULTANT SHALL
DELIVER ANY AND ALL DOCUMENTS, MATERIALS, ETC, TO CITY, AS REQUIRED
HEREIN.
4.6.3 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 4.6.2.
4.6.4 Sanctions for Noncompliance with Nondiscrimination Provisions
In the event of the Consultant's noncompliance with the nondiscrimination
provisions of this Agreement, the City shall impose such sanctions as the City, Miami-
Dade County, and / or the State of Florida, as applicable, may determine to be
appropriate, including but not limited to, withholding of payments to the Consultant
under the Agreement until the Consultant complies and/or cancellation, termination or
suspension of the Agreement. In the event the City cancels or terminates the
Agreement pursuant to this Subsection the rights and obligations of the parties shall be
the same as provided in Section 4.6.2.
4.7 CHANGES AND ADDITIONS
Changes and additions to the Agreement shalt be directed by a written
amendment signed by the duly authorized representatives of the City and Consultant. No
alteration, change, or modification of the terms of this Agreement shall be valid unless
amended in writing, signed by both parties hereto, and approved by the City.
4.8 OWNERSHIP OF DOCUMENTS
All documents prepared by the Consultant pursuant to this Agreement are
related exclusively to the Services described herein, and are intended or represented for
ownership by the City. Any reuse, distribution, or dissemination of same by Consultant,
other than to the City, must be first approved in writing by the City.
4.9 INSURANCE REQUIREMENTS
The Consultant shall not commence any work pursuant to this Agreement
until all insurance required under this Section has been obtained and such insurance has
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been approved by the City's Risk Manager. The Consultant shall maintain and carry in full
force during the term of this Agreement the following insurance:
1. Consultant General Liability in the amount of $1,000,000, naming the City of Miami
Beach, Florida, as an additional insured.
2. Consultant Professional Liability in the amount of $200;000, naming the City of
Miami Beach, Florida, as an additional insured.
3. Workers Compensation & Employers Liability as required pursuant to Florida
statute.
4. The insurance must be furnished by insurance companies authorized to do
business in the State of Florida and approved by the City's Risk Manager.
5. Original certificates of insurance for the above coverage must be submitted to the
City's Risk Manager for approval prior to any work commencing. These certificates
will be kept on file in the office of the Risk Manager, 3rd Floor, City Hall.
6. The Consultant is solely responsible for obtaining and submitting all insurance
certificates for its sub-consultants.
All insurance policies must be issued by companies authorized to do business under the
laws of the State of Florida. The companies must be rated no less than "6+" 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,
subject to the approval of the City's Risk Manager. 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, and 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
overage.
4.9.1 Endorsements
All of Consultant's certificates, above, shall contain endorsements providing that
written notice shall be given to the City at least thirty (30) days prior to termination,
cancellation or reduction in coverage in the policy. .
4.9.2 Certificates
Unless directed by the City otherwise, the Consultant shall not commence any
services pursuant to this Agreement until the City has received and approved, in writing,
certificates of insurance showing that the requirements of this Section (in its entirety) have
been met and provided for.
4.10 ASSIGNMENT, TRANSFER OR SUBCONTRACTING
The Consultant shall not subcontract, assign, or transfer any work under this
Agreement in whole or in part, without the prior written consent of the City.
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4.11 SUB-CONTRACTORS
The Consultant shall be liable for the Consultant's services, responsibilities
and liabilities under this Agreement and the services, responsibilities and liabilities of
any and all sub-contractors, and any other person or entity acting under the direction or
control of the Consultant. When the term "Consultant" is used in this Agreement, it shall
be deemed to include any sub-contractors and any other person or entity acting under
the direction or control of Consultant. All sub-contractors must be approved in writing by
the City prior to their engagement by Consultant.
4.12 EQUAL EMPLOYMENT OPPORTUNITY
In connection with the performance of this Agreement, the Consultant shall
not discriminate against any employee or applicant for employment because of race,
color, religion, ancestry, sex, age, and national origin, place of birth, marital status,
physical handicap, or sexual orientation. The Consultant shall take affirmative action to
ensure that applicants are employed and that employees are treated during their
employment without regard to their race, color, religion, ancestry, sex, age, national
origin, place of birth, marital status, disability,. or sexual orientation.
4.13 CONFLICT OF INTEREST
The Consultant agrees to adhere to and be governed by the Metropolitan
Miami-Dade County Conflict of Interest Ordinance (No. 72-82), as amended; and by the
City of Miami Beach Charter and Code, as amended; all which are incorporated by
reference herein as if fully set forth herein.
The Consultant covenants that it presently has no interest and shall not
acquire any interest, direct or indirectly which should conflict in any manner or degree
with the performance of the Services. The Consultant further covenants that in the
performance of this Agreement, no person having any such interest shall knowingly be
employed by the Consultant. 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.
4.14 PATENT RIGHTS; COPYRIGHTS; CONFIDENTIAL FINDINGS
Any patentable result arising out of this Agreement, as well as all
information, specifications, processes, data and findings, shall be made available to the
City for public use.
No reports, other documents, articles or devices produced in whole or in
part under this Agreement shall be the subject of any application for copyright or patent
by or on behalf of the Consultant or its employees orsub-contractors, without the prior
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written consent of the City.
4.15 NOTICES
All notices and communications in writing required or permitted hereunder
may be delivered personally to the representatives of the Consultant and the City listed
below or may be mailed by registered mail, postage prepaid (or airmailed if addressed to
an address outside of the city of dispatch).
Until changed by notice in writing, all such notices and communications
shall be addressed as follows:
TO CONSULTANT: Arts for Learning/Miami, Inc.
1900 Biscayne Blvd., Suite 201
Miami, Florida 33132
Tel/fax 305-576-1212/305-576-1193
Attn: Sheila Womble, Executive Director
TO CITY: City of Miami Beach Department of
Tourism and Cultural Development
1700 Convention Center Drive
Miami Beach, Florida 33139
Tel/fax 305-673-7577/305-673-7262
Attn: Gary Farmer, Cultural Affairs Program Manager
Notices hereunder shall be effective:
If delivered personally, on delivery; if mailed to an address in the city of dispatch, on
the day following the date mailed; and if mailed to an address outside the city of dispatch
on the seventh day following the date mailed. .
4.16 LITIGATION JURISDICTIONNENUE
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, THE CONSULTANT AND 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.
4.17 ENTIRETY OF AGREEMENT
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This writing, the Services, and any corresponding exhibits hereto, embody the
entire Agreement and understanding between the parties hereto, and there are no other
agreements and understandings, oral or written with reference to the subject matter
hereof that are not merged herein and superceded hereby.
4.18 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 $1,000. 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 $1,000.
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 $1,000 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 paragraph 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.
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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:
City Clerk Mayor
Robert Parcher Matti H. Bower
FOR CONSULTANT: ARTS FOR LEARNING/MIAMI, INC.
ATTEST:
S etary Pre i
P nt ame Print Name
Attachment: Exhibit "A"
APPROVED AS TO
FORM & LANGUAGE
~ FOCUTION
IZ~~GX
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EXHIBIT "A"
Arts for Learning/Miami Scope of Work for
City of Miami Beach Department of Tourism and Cultural Development
Cultural Affairs Program
October 1, 2007 through September 30, 2008
Arts for Learning/Miami (A4L) is prepared to enter into a contract with the City of Miami Beach to
provide the following services:
Scone of Services:
School Programs (Early GET smART, GET smART, 8 Teacher Resource Program)
For the 2007-2008 school year, A4L proposes to offer its hallmark GET smART program to
two teacher teams, the Early GET smART program to 12 pre-school classrooms, and the
Teacher Resource Program to one (1) school.
The Early GET smART (pre-K) program is designed for children ages two to five, is based upon
the existing preschool curriculum and offers arts activities that focus on five common themes
found in early childhood education: self-awareness, transportation, weather, ecology, and
nutrition. All participating centers participate in the Start with the Arts teacher training, and a
Parent Workshop. In addition, three classrooms also receive 12 visits from an A4L teaching
artist, an art kit, and books for their resource centers. Early Get smART empowers teachers and
parents to create meaningful learning experiences for young children utilizing visual arts,
creative movement, creative drama, and music. In the 2007/2008 academic year, A4L will
implement the Early GET smART program in 12 classrooms. Participating centers include
Raindrops, St. Patrick Preschool, and Temple Menorah.
The Get smART (grades K-12) program is centered on teacher professional development.
Professional development sessions emphasize planning, teamwork and evaluation. Through
ongoing coaching and professional development, classroom teachers, art specialists, and A4L
teaching artists work to develop best practices in arts integration. In the 2007/2008 academic
year, A4L will offer the GET smART program to two GET smART teams at Feinberg-Fisher
Elementary. Over 90% of participating teachers have reported improved student engagement
as a result of the Get smART program.
The Teacher Resource Program ("TRP") was initially developed as a joint undertaking with the
Carnival Center for the Performing Arts. For this program, aself-contained learning resource kit
is coupled with a related live-arts experience. Currently there are two available kits, Dancing and
Drumming in the African Diaspora and Jazz in the Americas. Both kits provide a full spectrum of
ready to use resources for educators to implement in their classrooms such as lesson plans,
selected novels, musical instruments, and other audiovisual materials. A4L will provide the
Teacher Resource Program at Nautilus Middle School.
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Community Programs (After-School 8 Summer Camps)
To reach students beyond the school day, A4L partners with Miami-Dade County Public Schools,
community based organizations, local government agencies, and cultural leaders, to
provide arts-based summer and after-school programming throughout Miami-Dade County. A4L
programs teach life and communication skills, support literacy goals, foster self-discovery, and build
self-esteem. Professional visual and performing artists, writers, choreographers, and directors work
with students to explore selected themes, ideas and concepts through their art making.
During the 2007-2008 school year, A4L proposes to offer the City of Miami Beach high quality
sequential arts instruction to children eight to twelve years of age enrolled in the after care programs
at Biscayne Elementary, Flamingo Park, and the Scott Rakow Center. For these after-school
programs, A4L will continue to work with visual and performing artists to implement year long
residencies.
A4L after-school programming units consist of courses. During the academic year, a course
is defined as one hour of programming per week in a given discipline for approximately 32
weeks. A4L will offer four (4) courses at Flamingo Park, six (6) courses at Scott Rakow, and
four (4) courses at Biscayne Elementary. Through these residencies, children will receive up
to four hours of out of school arts instruction per week.
National research demonstrates a strong positive correlation between children who are engaged in
3+ hours of arts instruction and their academic and social success. Combined with their Miami-
Dade County Public school program, children enrolled in this program may receive more than five
hours of arts integrated instruction on a weekly basis.
A4L also proposes to provide visual and/or performing arts instruction to campers as part of asix-
week summer camp program at Flamingo Park in June/July 2008. To best serve these children,
A4L will work closely with the park's staff and draw from all its programming, resources, and
expertise to create a tailored program for this site. A4L proposes to offer four courses at Flamingo
Parkin June/July 2008. During the summer, a course is defined as two hours of programming per
week in a given discipline for 6 weeks.
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EXHIBIT "B"
Arts for Learning/Miami Timeline for Services for
City of Miami Beach Department of Tourism and Cultural Development
Cultural Affairs Program
October 1, 2007 through September 30, 2008
soon coos
Oct Nov Dec Jan Feb Mar Apr May Jun Jul Aug Sep
School-based
Early childhood
Residencies (12 visits per classroom)
Raindrops (3 classrooms)
St. Patricks (6 classrooms)
Temple Menorah (3 classrooms)
GET smART
GET smART Summer Institute
Coaching and Professional Development
Feinberg-Fisher
(2 teams, 11 teachers) Ongoing
Teacher Resource Program
Nautilus Middle
Community-based
After-school
Biscayne Elementary (4 courses`)
Flamingo Park (4 courses)
Scott Rakow (6 courses)
Summer
Flamingo Park (4 courses'*)
`an after-school course is defined as one hour of programming per week in a given discipline for 32 weeks (total=32 classes)
'*a summer course is defined as two hours of programming per week in a given discipline for 6 weeks (total=l2 classes)
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