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Home My WebLink About24092AGREEMENT INFORMATION AGREEMENT NUMBER 24092 NAME/TYPE OF AGREEMENT COMMON THREADS DESCRIPTION MEMORANDUM OF UNDERSTANDING/RECEIVE COOKING & EDUCATION CLASSES AT TEN CITY OF MIAMI PARKS/MATTER ID: 22-622/#32 EFFECTIVE DATE June 1, 2022 ATTESTED BY TODD B. HANNON ATTESTED DATE 9/26/2022 DATE RECEIVED FROM ISSUING DEPT. 10/6/2022 NOTE CITY OF MIAMI, FLORIDA INTER -OFFICE MEMORANDUM a.14 Dcla TO: : Todd Hannon City Clerk. FROM.: Barbie Hernande -Director Parks and :Recreation DATE: October 4, 2022 SUBJECT: Fully Executed Memorandum of ,Understanding (MOU) — Common Threads, Inc. REFERENCES: ENCLOSURES:: MOU: between the City of Miami and Common Threads. Inc. Enclosed for your records an original of the document described below, which was executed by all appropriate parties. Should you have any questions, please contact me at 305-416-1332. Thank you. Document Type: First Party: Second Party: Program/Purpose:.. Dates:. Fully Executed Memorandum of Understanding (MOU) City of Miami Common Threads, Inc. To provide cooking andeducation classes at ten (10) City of Miami Park sites Effective June 1, 2022 to August 31,.2022 CITY•OF MIAMI• DOCUMENT ROUTING. FORM ORIGINATING DEPARTMENT: Parks•& Recreation Department DEPT. CONTACT PERSON: Barbie Hernandez NAME OF OTHER CONTRACTUAL PARTY/ENTITY: Common Threads EXT. 1341 IS.THIS AGREEMENT A. RESULT OF A•COMI L 1T11 IVE P_ROl_:URLIVILATTITROCES U TOTAL CONTRACT AMOUNT: $ 10.520.33 FUNDING INVOLVED? ❑' 1'ES LINO • TYPE OF AGREEMENT: ❑ MANAGEMENT AGREEMENT 0 PUBLIC WORKSAGREEMENT ❑ PROFESSIONAL SERVICES AGREEMENT 0 MAINTENANCE AGREEMENT 0 GRANT AGREEMENT ' . [TINTER -LOCAL AGREEMENT ❑. EXPERT ' CONSULTANT AGREEMENT ' ❑.LEASE AGREEMENT 0 LICENSE AGREEMENT ❑PURCHASE OR SALE AGREEMENT OTHER: (PLEASE SPECIFY). Memorandum of Understanding PURPOSE OF ITEM (BRIEF SUMMARY): To execute the Grant Agreement. to receive cooking and education classes at ten City of Miami Park sites . . COMMISSION APPROVAL DATE: / /- FILE ID: ENACTMENT NO.: IF THIS DOES NOT REQUIRE COMMISSION APPROVAL,. PLEASE EXPLAIN: Value under S50,000.00 .ROUTING:;;INFORMATION Date PLEASE PRINT AND SIGN . APPROVAL BY DEPARTMENTAL DIRECTOR • PRINT:-Barhie Hernandez % ez s SIG.NATUId°;0 ogNi Ouifa PRINT: ANN-MARIE SHARPE ..Quevedo, • .°=�o,.h^•°^ -°^ SIGNATURE: Terry SUBMITTED, TO RISK: MANAGEMENT SUBMITTED TO, CITY ATTORNEY 9/10/22 PRINTS VICTORIA M.ENDEZ SIGNAW RE: VJt or APPROVAL BY ASSISTANT CITY MANAGER Cj'�20/2Z PRINT: f,� � ck/ebroc SIGNATURE: RECEIVED BY CITY'MANAGER q(idtl• PRINT: ART N RISC . •SIGNATURE: -1) 2) 3) PRINT:. . SIGNATURE: PRINT: SIGNATURE: PRINT: SIGNATURE: a, is UOOBIIJYI` ILO;C1` f TOO c11UEte-OP pIGJIriYajAlika1A1agt55%4 Ittt7 fi TiG • 4 iCOR1 1 ?' i DE �I _Nl PLEASE ATT CH THIS ROUTING FORM TO.ALL DOCUMENTS THAT REQUIRE EXECUTION. BY THE CITY MANAGER 1-41.6.01 ! ■ MIN Common Threads awn Common Threads and City of Miami This Memorandum of Understanding (MOU) between Common Threads ("CT") and the City of Miami, a Florida Municipal Corporation (hereinafter "Partner") (each a "Party", together, the "Parties") shall be effective June 1, 2022 and shall terminate August 31, 2022. I. Mission: Common Threads was created to bring health and wellness to children, families and communities through cooking and nutrition education. Together, CT and Partner enter into this agreement to mutually implement programming which will promote nutrition, healthy eating and an overall healthy lifestyle. Together, Common Threads and Partner enter into this agreement to implement the Programs as set forth in Exhibit A. II. Services: CT will provide those Services as set forth in Exhibit B. III. Party Responsibilities: Each Party further acknowledges and agrees that each Service to be provided under this MOU requires each Party to fulfill their respective responsibilities attached to each Service. See Responsibilities Attachments. 1V. Payment: This is a $0.00 fee program and is grant funded through Common Threads, but valued at $10,520.33 V. Miscellaneous: A. Lesson Cancellation: In the event of a lesson cancellation, the following provisions will apply: 1. If the lesson is canceled by Partner with at least 48 hours notice to CT (2 business days) of the scheduled start time, the lesson can be rescheduled without penalty. 2. If the lesson is canceled by Partner within 48 hours (2 business days) prior to the scheduled start time, but the Common Threads instructor has not yet arrived for virtual class, Partner may forfeit the ability to reschedule that lesson and no refund will be issued by Common Threads. 3. If Common Threads cancels a lesson, Partner will be able to reschedule without penalty. 4. In the event of cancellation due to external circumstances (e.g. inclement weather) lessons canceled more than.48 hours (2 business days) prior to the start of the scheduled start time, the lesson will be rescheduled. Lessons canceled less than 48 hours (2 business days) will not be rescheduled. 5. If the lesson is canceled within 48 hours (2 business days) prior to the scheduled start time, but the Common Threads instructor has not yet arrived for in -person class, Partner may forfeit the ability to reschedule that lesson.and no refund will be issued by Common Threads. B. Termination: In the event of a material breach of this MOU, Party may terminate this agreement immediately upon giving notice to the other Party's Official Contact. C. Insurance: CT shall carry and maintain during the course of performance under this MOU insurance coverage pursuant to Exhibit A. D. Proprietary Rights: All right, title and interest in and to any programs, systems, data or materials created or prepared under this MOU, including, without limitation, any copyrights, patents, trade secret, and other intellectual or industrial property rights therein, are and shall be held by CT. E. Invalidity of Prior Agreements: This MOU supersedes all prior contracts or agreements, either oral or written, that may exist between the Parties with reference to the Services described herein. F. Law and Venue: In any lawsuit or legal dispute arising from this MOU, the Parties agree that the laws of the State of Florida shall govern. Venue shall be in Miami -Dade County, Florida. G. No Assignment: Partner may not assign, transfer, or convey this MOU or assign, transfer or delegate any of its rights, duties, or obligations hereunder, and any such attempted assignment by Partner shall be void. H. Indemnification: CT agrees to indemnify, hold/ save harmless, release, and defend at its own costs and expense, the City, its officials, and employees from claims (collectively referred to as "Indemnitees") and each of them from and against all loss, costs, penalties, fines, damages, claims, expenses, or liabilities (collectively referred to as "Liabilities") by reason of any injury to or death of any person or damage to or destruction or loss of any property arising out of, resulting from, or in connection with (i) the negligent performance or non-performance, of the Services contemplated by this MOU (whether active or passive), of CT or its employees or subcontractors (collectively referred to as "CT") which is directly caused, in whole or in part, by any act, omission, default or negligence (whether active or passive or in strict liability) of CT, or any of them, or (ii) the failure of CT to comply materially with any of the requirements herein, or (iii) the failure of CT to conform to statutes, ordinances, or other regulations or requirements of any governmental authority, local, federal or state, in connection with the performance of this MOU even if it is alleged that the Partner, its officials and/or employees Pagc2ur 12 were negligent. CT expressly agrees to indemnify, hold/ save harmless, release, and defend at its own costs and expense, the Indemnitees, or any of them, from and against all liabilities which may be asserted by an employee or former employee of CT, or any of its subcontractors, as provided above, for which CT's liability to such employee or former employee would otherwise be limited to payments under state Workers' Compensation or similar laws. CT further agrees to indemnify, hold/ save harmless, release, and defend at its own costs and expense, the Indemnitees from and against (i) any and all Liabilities imposed on account of the violation of any law, ordinance, order, rule, regulation, condition, or requirement, related directly to CT's negligent performance under this MOU, compliance with which is left by this MOU to CT, and (ii) any and all claims, and/or suits for labor and materials furnished by CT or utilized in the performance of this MOU or otherwise. CT's obligations to indemnify, hold/ save harmless, release, and defend at its own costs and expense, the Indemnitees shall survive the termination/expiration of this MOU. CT understands and agrees that any and all liabilities regarding the use of any subcontractor for Services related to this MOU shall be borne solely by CT throughout the duration of this MOU and that this provision shall survive the termination or expiration of this MOU, as applicable. I. Staff And Volunteer Background Check Requirements: All employees, agents, servants, partners, principals and subcontractors of CT who work in direct contact with children, the elderly, or individuals with disabilities or who may come into direct contact with children, the elderly, or individuals with disabilities at the City Parks and Recreation facilities listed in this MOU must complete a Level 2 background screening that complies with its requirements prior to commencing work pursuant to this MOU. This requirement also applies to all volunteers who provide services to children, the elderly, or individuals with disabilities regardless of the number of volunteer hours they provide. Occasional or transient repair or maintenance persons who appear on the site should be - escorted to their work areas and then supervised during the time they are present to conduct their work. Level 2 Background screenings must be completed through the Florida Department of Law Enforcement (FDLE) VECHS (Volunteer & Employee Criminal History System) Program. Satisfactory background screening documentation will be accepted from those entities that already conduct business with the Department of Children and Families (DCF), the Department of Juvenile Justice (DJJ), Department of Elder Affairs (DOEA) or the Miami Dade County Public School System (MDCPS). A clearance letter from the MDCPS Office of Professional Standards indicating the person has successfully completed a Level 2 screening will be accepted. If background screenings are completed with VECHS, then CT shall complete Exhibit D "Affidavit of Level 2 Background Screenings," which is attached hereto and is incorporated herein, for each Agreement term. J. CT shall re -screen each employee, agent, servant, partner, principal and subcontractor every five (5) years. A1I programming partners are required to review annually, at minimum, The Dru Sjodin National Sex Offender Public Website. Public records: CT understands that the public shall have access, at all reasonable times, to all documents and information pertaining to the Partner, subject to the provisions of Chapter 119, Florida Statutes, and any specific exemptions there from, and CT agrees to allow access by the Partner and the public to all documents subject to disclosure under applicable law unless there is a specific exemption froin such access. CT's failure or refusal to comply with the provisions of this Section shall result in immediate termination of the MOU by the Partner. Pursuant to the provisions of Chapter 119.0701, Florida Statutes, CT must comply with the Florida Public Records Laws, specifically CT must: 1. Keep and maintain public records that ordinarily and necessarily would be required by the Partner in order to perform the service/Programming. 2. Provide the public with access to public records on the same terms and conditions that the Partner would provide the records and at a cost that does not exceed the cost provided in Chapter 119 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. 4. Meet all requirements for retaining public records and transfer, at no cost to the Partner, all public records in possession of the CT upon termination of this Agreement and destroy any duplicate public records that are exempt or confidential and exempt from public records disclosure requirements. 5. All records stored electronically must be provided to the Partner in a format compatible with the information technology systems of the Partner. CT agrees that any of the obligations in this Section will survive the term, termination, and cancellation hereof. IF CT HAS QUESTIONS REGARDING THE APPLICATION OF CHAPTER 119, FLORIDA STATUTES, TO CT'S DUTY TO PROVIDE PUBLIC RECORDS RELATING TO THIS AGREEMENT AS A PUBLIC CONTRACT, PLEASE CONTACT THE PARTNER'S CUSTODIAN OF PUBLIC RECORDS AT TELEPHONE NUMBER 305-416-1800, EMAIL: PUBLICRECORDS@MIAMIGOV.COM, AND MAILING ADDRESS: PUBLIC RECORDS C/O OFFICE OF THE CITY ATTORNEY, 9TH FLOOR, MIAMI RIVERSIDE CENTER, 444 S.W. 2ND AVENUE, MIAMI, FLORIDA 33130 OR THE PARTNER'S PARKS AND I'agc: 4 of 12 RECREATION DEPARTMENT CUSTODIAN OF RECORDS AT81'11'FLOOR, MIAMI RIVERSIDE CENTT:.R..444 S.W. 2N1).AVENUE, MIAMI, FLORIDA 33130. K. Counterparts/Electronic Signatures: 'This \vtOU play he executed in any nulllbet of coullterpatts, each of which so executed shall be deemed to'be an original, and such cnunrerparts shall together constitute but one and. the same M.OU. 'l he_parties shallbe entitled to sign and transmit: an electronic: •signature of this \,IOU (whether by tacsinlile, PDF or other email transmission), which signature shall be binding on :the party whose name is contained therein. Any party.providing an 'electronic signature agrees to promptly execute and deliver to the other -parties an original signed' MOI.J upon request: VI. 'Official Contact Each part- will appoint a person' to serve as the official contact:and:coordinate:the activities ol'each organization in carrying out this \IOU. Thebelow representatives will scrvc.as official contacts and. coordinate the activities of cacai•organization in carrying our this MOU. - - City of Miami Par(cs & Recreation> Official Contact Nanic: Virginia Bentley Title: Parks and Recreation Services Coordinator Elllail: vbentlev n miamigov.coin>_ Phone Numbc:r: (305) 960-2905. Common 'Threads Official Contact : Name :Patricia Dufane :'Fide: Mian i Senior Program Manager-___ -- pdufane@com mont,hrcads.org -- ----y Phone Number:. T(7S6) 319-.055 IN WITNESS WHEREOF, the:Parties have executed -this MOU to be effective on the date(s) set forth in the opening paragraph. City of Miami: Parks & Contact :Signature: crcation> Official Name: 'VirginiaBenit Title: Parks and Recreation Services Coordinator_ Phone Number: (305) 960-2905 .Date: Common Threads Representative l-- )ociiSignec1 by: Signature:r k-e. tac. kz, 49QiceAz-. ca6G,360D/6.41 Name: _ Stephanie Folkens Title: __VP or Programs Phone Nutiiber:--(630) 23S-4173 Date: 6/8/2022 I 12 :'50 PM CDT CITY OF MIAMI, A Florida Municipal Corporation By: Attest: Arthur Norie;�; City anger Todd Hannon, �T a ' erk /v I dHUf 6004 g__49,950411 AMOY- aw Barbara Hernandez Director of Parks and Recreation Approved as to Legal Form and Correctness: By: for Victoria Mendez, City Attorney (22-622 / JTM) Approved as to Insurance Requirements: Quevedoi Terry Di9da9rysgeedby Quevedo.ferry Date: 2022.07.2009:36.09-04'00' By: Ann -Marie Sharpe, Dir. of Risk Management 1'Agc 6 of. 1 s', Exhibit A: Programs 10 On -Site Small Bites (8 lessons, approximately one hour each) Pagc 7 0 1 2 Exhibit B: Services Include only the needed program(s) CT shall provide the following Services (check all that apply). Note: For each Party's responsibility for such Service, please see the Service's corresponding Responsibility Attachment. ❑ Small Bites (8 lessons): Common Threads will provide the Small Bites nutrition and healthy living curriculum for K - 8 grade students attending the Partner's programming. Responsibilities.Attachments: Responsibilities for Common Threads Small Bites (8 lesson(s), one hour each) A. Implement <10> <ten> Iesson class(es) of Small Bites at the Partner's following site(s) with the following number of PK-8th grade students. Site Name ' Address Estimated Total Participants per class and # of classes (maximum is 20 students per class) Coral Gate Park 1415 SW 32nd Ave, Miami, FL 33145 40 participants;1 sessions Juan Pablo Duarte Park 1776 NW 28th Si, Miami, FL 33142 30 participants / 1 sessions Shenandoah Park 1800 SW 21st Ave, Miami, FL 33145 30 participants / 1 sessions Jose Marti Park 351 SW 4th Ave, Miami, FL 33130 30 participants / 1 sessions West End Park 6030 SW 2nd St, Miami, FL 33144 30 participants / 1 sessions Athalie Range Park 525 NW 62nd St, Miami, FL 33150 30 participants / 1 sessions Peacock Park 2820 McFarlane Rd, Miami, FL 33133 40 participants / lsessions Morningside Park 5215 NE 7 AVE, Miarni 33137 40 participants / 1 sessions Dorsey Park 1701 NW lst Ave, Miami, FL 33136 40 participants / 1 sessions Grapeland Heights Park 1550 NW 37th Ave, Miami, FL 33125 30 participants / 1 sessions Pa.gc: 9 or 12 Total Reach 310 The Partner is not limited to this number of participants, however increasing participants may increase costs. Additional classes and participants can be added following a mutual discussion between both organizations and approval by CT. B. CT will provide: 1. Access to a Program Manager who can provide assistance with: a) Scheduling class(es) b) Implementation support c) Site visit (if needed) 2. The digital Small Bites curriculum for Elementary and/or Middle school students. 3. CT trained FIU Dietetics and Nutrition students to provide the program to up to 25 (minimum of 12 for granted programs) students per class who will provide the groceries and sundries required for 8 snack making sessions during the lesson. C. The Partner will provide: 1. Facilities and materials necessary to conduct the program, including the equipment and sundry items from the inventory list provided by CT. See Exhibit C.• Equipment List and Inventory for further detail. 2. Authorization and appropriate documentation as required by districts or any other entity for CT to partner with and deliver programming. 3. Providing a campus contact(s). 4. Responsible for full implementation of the 8 one- hour Small Bites lessons for each child that participates in the program as described. 5. Rosters of all Small Bites students/children. 6. Responsibility for recruiting a minimum of 12 students (if granted and Chef -Led) and up to 25 students (or smaller number based on site to comply with local COVID safety protocols). 7. Assistance to CT in obtaining feedback to assess the impact of the programming. 8. Determining a class date(s) and time(s) collaboratively with CT that best fits the campus. Page 10 o(7 2 Exhibit C: Equipment List and Inventory Small Bites Materials Program partners are responsible for providing the following items for each group of 25 students doing . Small Bites. Small Bites supplies vary based on the recipes selected by the partner. Equipment (can be shared.with multiple classes) Number for Regular Small Bites (Preferred) Classroom Space 1 Blender or Food Processor - 1 (optional) Dry Measuring Cups 1 per student or use sundries. Measuring Spoons 1 per student or use sundries Mixing spatulas 1 per student or use sundries Mixing Bowls (Set = Large, Medium, Small) 1 per student or use sundries Sundries/Disposables (per each class) Aluminum Foil If needed Paper towels 8 rolls Cups 350 (Dixie Cups) Bowls If needed Plates 25 Forks If needed Spoons 80 Napkins If needed Dish soap (64 on) If needed Hand -soap (64 az.) Yes Sponges (package of 2-4) Ifneeded Cleaning Wipes (for clean-up) 2 pkg Toothpicks 150 l'agc 1 of 12 EXHIBIT D Affidavit of Level 2 Background Screenings In accordance with Section 943.0542 and Chapters 430, 435 and 39 of the Florida Statutes, as applicable, and pursuant to the requirements this MOU entitled "Staff and Volunteer Background Check Requirements", the undersigned affiant makes the following statement under oath and under penalty.ofperjury, whichis a first degree misdemeanor, punishable by a definite term of imprisonment not to exceed one year and/or a fine not to exceed $1,000, pursuant to Sections 837.012 and 775,082, Florida Statutes, STATE OF FLORIDA COUNTY OF MIAMI-DADE Before me, the undersignedauthority, personally appeared(144 OLC;i el Authorized Representative of Q v1fY1r,f1 Tied $who being by me first duly swam, deposes and says: I swear and affirm that the above -named contracted Programming Partner is compliant with the requirements for personnel background screening detailed in Section 943.0542 and Chapters 430, 435 and 39 of the Florida Statutes, as applicable, for all personnel having direct contact with children, the elderly, or individuals with disabilities. (Signature of ) La ( CI fD:;- Date The foregoing instrument was acknowledged before me by means of 0/physical presence or f� online no 'nation, this I day ote3-4)n..e. , 2Q2 by Who is personally known to me Who produced identification: Signatl] of Person Taking Acknowledgment O (Printed, Typed, or Stamped Name of Notary Public) Title or Rank if* Notary Public State of Florida Orlando Aiyorff My Comrnss *on OG 331735 a Expires 06/30/2023 Serial Number, if any Pap:i2tilt'12 CORPORATE RESOLUTION WHEREAS, Common Threads Incorporated desires to enter into an Agreement with the City of Miami, a copy of which is attached hereto, and WHEREAS, the Board of Directors, at a duly held corporate meeting, has considered the matter in accordance with the By -Laws of the corporation; NOW, THEREFORE. BE IT RESOLVED BY THE BOARD OF DIRECTORS that Linda Novick O'Keefe (person's name) is hereby authorized and instructed to enter into an Agreement and undertake the responsibilities and obligations as stated in such proposed Agreement in the name and on behalf of this corporation with the City of Miami upon the terms contained in the proposed Agreement to which this resolution is attached. 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