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HomeMy WebLinkAboutBack-Up DocumentsAgreement between City of Miami and Kumari Media, LLC (ISeeChange) THIS AGREEMENT ("AGREEMENT"), made and entered into this day of J 2020 ("Effective Date"), by and between The City of Miami ("CITY"), a municipal corporation of the State of Florida and Kumari Media, LLC, d/b/a ISeeChange ("ISEECHANGE"), a Florida limited liability company. The AGREEMENT establishes the basis for mutual understanding and cooperation between the parties and declares the parties' mutual interest in pursuing the establishment of cooperative activities as set forth herein. WHEREAS, the CITY is undergoing a major update to its stormwater master plan, which includes outreach, engagement, education, and data collection and analysis related to weather and climate; and WHEREAS, the CITY, in partnership with the City of Miami Beach and Miami -Dade County released Resilient 305 as a strategy to build comprehensive urban resilience for Greater Miami and the Beaches by Living with Water, Advancing and Adapting, Building Prosperity, Creating a Thriving Community, Ensuring a Robust Recovery, and Demonstrating Leadership for Tomorrow; and WHEREAS, The Knight Foundation has agreed to support the work of ISEECHANGE in Miami in partnership with the City of Miami to leverage climate and weather data as a meaningful dialogue between residents and municipal officials; and WHEREAS, the CITY is not receiving Knight Foundation grant funds, or any monetary consideration, and has no obligation to expend CITY funds; and WHEREAS, the CITY's Office of Resilience and Sustainability has recognized the need for both hyperlocal weather and climate data and resident -sourced knowledge for climate adaptation to augment current CITY efforts; and NOW, THEREFORE, in consideration of the premises and the mutual covenants contained herein, the sufficiency of said consideration being hereby acknowledged, the parties hereby do agree as follows: CITY Obligations 1. The CITY shall use its best efforts, to the extent of available resources, as determined by the Chief Resilience Officer, to provide assistance for the following: a. Promote ISEECHANGE as a City of Miami partner platform for local residents to document their experiences with weather, climate, and related infrastructure—both extant and in development b. Promote ISEECHANGE as a reporting tool for those who wish to engage in longer-term documentation and observation of weather, climate, and infrastructure performance c. Facilitate working relationships between ISEECHANGE and contracted engineering and design, and other firms engaged with the CITY's Stormwater Master Plan Update process and other relevant initiatives. d. Work with ISEECHANGE to tailor resident dialogue to local context for maximum benefit. e. Support ISEECHANGE in developing creative communication techniques for platform recruitment and ongoing dialogue with residents. f. Work with ISEECHANGE to hone messaging of the ISEECHANGE platform use case alongside existing 311 applications and other related applications and tools. g. Endeavor in good faith to review the resident -collected data and insights received from the ISEECHANGE platform for potential positive consideration in capital projects, including but not limited to hydrology and hydrography modeling updates and project study area mapping h. Work with ISC to explore various API -based integrations including 311 and other data systems." i. Work with ISC to protect resident privacy, to the extent allowed by Florida law, through data usage and distribution standards j. Explore where ISC data and stories could be relevant to other City data collection efforts and work with ISC to tailor data and story use for modeling, analysis, and communications." Provide reasonable access to relevant, and available City of Miami staff and resources for ISC local and national staff, ISEECHANGE Obligations 2. ISEECHANGE shall be responsible for the following: a. Provide creative education and engagement services related to extreme weather, climate change, and infrastructure adaptation to drive participation in current and future planning processes b. Provide data and data insights via ISEECHANGE's API to the CITY and engineering contractors relevant to ongoing stormwater master planning and infrastructure improvements and consistent with ISEECHANGE's data ethics and privacy policy and terms of use c. Develop tailored investigations based on resident -sourced data and observations in Miami d. Determine the feasibility of deploying resident -hosted sensor technology for weather and climate and consider implementation if deemed relevant e. Grant the CITY access to ISEECHANGE's data relevant for specific project communications, planning, modeling, design, and/or construction etc. via the ISEECHANGE API. f. Work with the CITY to tailor communications and dialogue with residents and stakeholders. g. Work with other local stakeholders, including neighborhood leaders, elected officials, businesses, educational institutions, and other groups for education, engagement, and to document experiences both quantitatively and qualitatively. h. To indemnify, defend, and hold the CITY, and its respective officers, employees, agents and instrumentalities harmless from any and all liability, losses or damages, including any and all attorneys' fees and costs of defense, which the city and its officers, employees, agents and instrumentalities may incur arising out of the entrance into or performance during this AGREEMENT. i. Procuring and maintaining, at its expense, insurance in connection with this AGREEMENT during the pendency of the AGREEMENT, in amounts and in a manner more particularly described in Exhibit "A". 3. Use of Data a. ISEECHANGE and the CITY shall use the data obtained under this AGREEMENT solely for the purposes of informing project study and design for stormwater and related infrastructure projects commissioned by the City of Miami. b. ISEECHANGE agrees, in accordance with Florida's Public Record Laws, Chapter 119, Florida Statutes, to: i. Keep and maintain public records required by the CITY to perform the services contemplated by this agreement. ii. 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 Chapter 119, Fla. Stat., or as otherwise provided by law. iii. 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 contract if ISEECHANGE does not transfer the records to the CITY. iv. Upon completion of the contract, transfer, at no cost, to the CITY all public records in possession of ISEECHANGE or keep and maintain public records required by the CITY to perform the services described in this agreement. If ISEECHANGE transfers all public records to the CITY upon completion of the contract, ISEECHANGE shall destroy any duplicate public records that are exempt or confidential and exempt from public records disclosure requirements. If ISEECHANGE keeps and maintains public records upon completion of the contract, ISEECHANGE 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. IF ISEECHANGE HAS QUESTIONS REGARDING THE APPLICATION OF CHAPTER 119, FLORIDA STATUTES, TO ITS DUTY TO PROVIDE PUBLIC RECORDS RELATING TO THIS AGREEMENT, CONTACT THE CUSTODIAN OF PUBLIC RECORDS AT PUBLICRECORDS@MIAMIGOV.COM. c. No party shall sell or make available for purchase the data supplied by the other party. d. Any data quality issues or concerns discovered by the originator/supplier of data after transmitting data to the other party shall be communicated promptly to the other party. For example, if the data supplier finds an error in the data, the data supplier will inform promptly the receiving party and supply corrected data if available. e. Any data quality issues or concerns discovered by the recipient of the data shall promptly inform the originator/supplier of those issues or concerns. Any questions regarding data quality will be referred to the originator/supplier of the data. 4. No exchange of funds will occur between the CITY and ISEECHANGE as part of this AGREEMENT. 5. The duration of this AGREEMENT will begin at the Effective Date, upon both the CITY and ISEECHANGE executing the AGREEMENT (which may be accomplished in counterparts, in which case the last date of either party executing the AGREEMENT shall be the Effective Date), and ends at termination of ISEECHANGE's Memorandum of Understanding with The Knight Foundation, which ends on December 31, 2021 ("Current End Date")Within 30 days of the Current End Date, this AGREEMENT may be renewed by the agreement of both parties, provided that for the CITY, such renewal may be effected by the City Manager without further action by the City Commission. This AGREEMENT may be modified by mutual agreement of ISEECHANGE and the CITY, provided that for the CITY, such modification may be effected by the City Manager without further action by the City Commission unless such modification contemplates the expenditure of CITY funds. After the Current End Date, either party may terminate this agreement, with 30 days' notice to the other, for convenience. 6. This AGREEMENT shall be reviewed within 60 days prior to the Current End Date (and if extended, 60 days prior to the new termination date of the AGREEMENT) for continued applicability and accuracy and each party may elect to revise stated obligations based on experience working together. 7. This AGREEMENT shall be construed in accordance with the laws of the State of Florida. Any dispute with respect to this AGREEMENT is subject to the laws of Florida, venue in Miami -Dade County. Each party shall be responsible for its own attorney's fees and cost incurred as a result of any action or proceeding under this AGREEMENT. 8. Any violation of this AGREEMENT that remains uncured thirty (30) days after receipt of notice of breach from the non -breaching party to the breaching party (by certified or registered mail) of such violation may, at the option of the non -breaching party, be addressed by an action for damages or equitable relief, or any other remedy provided at law or in equity. In addition to the remedies of the non -breaching party set forth herein, if the breaching party fails to comply with the terms of this AGREEMENT, the non -breaching party may suspend or terminate this AGREEMENT. 9. Either party may terminate this AGREEMENT, in its sole and absolute discretion, if the other party is not compliant with any term or provision of this AGREEMENT. 10. ISEECHANGE warrants that it has not employed or retained any person employed by the CITY to solicit or secure this AGREEMENT and that it has not offered to pay, paid, or agreed to pay any person employed by the CITY any fee, commission, percentage, brokerage fee, or gift of any kind contingent upon or resulting from the award of this AGREEMENT. 11. The obligations undertaken by ISEECHANGE pursuant to this AGREEMENT shall not be delegated or assigned to any other person or firm, in whole or in part, without the CITY's prior written consent which may be granted or withheld, for any reason or no reason, in the CITY's sole discretion. 12. Each person signing this AGREEMENT represents and warrants that he or she is duly authorized and has the legal capacity to execute and deliver this AGREEMENT. Each party represents and warrants to the other that the execution and delivery of the AGREEMENT and the performance of such party's obligations hereunder have been duly authorized, and that the AGREEMENT is a valid and legal AGREEMENT binding on such party and enforceable in accordance with its terms. 13. All notices or communications under this AGREEMENT by either party to the other shall be in writing and delivered as follows: TO CITY: Arthur Noriega, V, City Manager City of Miami, Florida 444 S.W. 2nd Ave, 10th Floor Miami, Florida 33130 And to: With Copies to: Jane Gilbert, Chief Resilience Officer Office of Resilience and Sustainability 444 S.W. 2nd Avenue, 10th Floor Miami, Florida 33130 Victoria Mendez, City Attorney 444 S.W. 2nd Avenue, Ste. 945 Miami, Florida 33130 To ISEECHANGE: Julia Kumari Drapkin, CEO and Founder ISeeChange 4532 Bancroft Drive New Orleans, Louisiana 70122 IN WITNESS WHEREOF, the Parties hereto have caused this Agreement to be executed on the above date by the Parties hereto. ATTEST: M Todd B. Hannon City Clerk APPROVED AS TO LEGAL FORM AND CORRECTNESS: Kumari Media, LLC, a Florida limited liability company LM Name: Julia Kumari Drapkin Title: CEO City CITY OF MIAMI, a municipal corporation M Arthur Noriega, V City Manager APPROVED AS TO INSURANCE REQUIREMENTS By: By: Victoria Mendez City Attorney Anne Marie Sharpe, Director Department of Risk Management EXHIBIT A INSURANCE REQUIREMENTS -PROFESSIONAL SERVICES AGREEMENT KUMARI MEDIA LLC (ISEECHANGE) I. Commercial General Liability A. Limits of Liability Bodily Injury and Property Damage Liability Each Occurrence $1,000,000 General Aggregate Limit $ 2,000,000 Personal and Adv. Injury $ 1,000,000 Products/Completed Operations $ 1,000,000 B. Endorsements Required City of Miami listed as additional insured Contingent & Contractual Liability Premises and Operations Liability Primary Insurance Clause Endorsement II. Business Automobile Liability A. Limits of Liability Bodily Injury and Property Damage Liability Combined Single Limit Owned/Scheduled Autos Including Hired, Borrowed or Non -Owned Autos Any One Accident $ 1,000,000 B. Endorsements Required City of Miami listed as an additional insured III. Worker's Compensation Limits of Liability Statutory -State of Florida Waiver of Subrogation Employer's Liability A. Limits of Liability $100,000 for bodily injury caused by an accident, each accident $100,000 for bodily injury caused by disease, each employee $500,000 for bodily injury caused by disease, policy limit IV. Professional Liability/Errors and Omissions Coverage Combined Single Limit Each Claim $1,000,000 General Aggregate Limit $1,000,000 Retro Date Included The above policies shall provide the City of Miami with written notice of cancellation or material change from the insurer in accordance to policy provisions. Companies authorized to do business in the State of Florida, with the following qualifications, shall issue all insurance policies required above: The company must be rated no less than "A-" as to management, and no less than "Class W as to Financial Strength, by the latest edition of Best's Insurance Guide, published by A.M. Best Company, Oldwick, New Jersey, or its equivalent. All policies and /or certificates of insurance are subject to review and verification by Risk Management prior to insurance approval.