HomeMy WebLinkAboutExhibit 1Control #9-CMIA-HH-PB
MIAMI-DADE COUNTY OFFICE OF GRANTS COORDINATION
SOCIAL SERVICES CONTRACT
This Contract, made and entered into this day of , 200_,
by and between Miami -Dade County, a political subdivision of the State of Florida (hereinafter
referred to as "County") through its Office of Grants Coordination (hereinafter referred to as
"OGC"), located at 2525 NW 62'd Street 4�' Floor Miami Florida 33147, and City of Miami A
Municipal Corporation of the State of Florida having offices at 1490 NW 3"d Avenue, Suite 105,
Miami, Florida 33136 (hereinafter referred to as 'Provider") states conditions and covenants for the
rendering of social and/or crime prevention services (hereinafter referred to as "Services") for the
County.
.WHEREAS, the Home Rule Charter authorizes the County to provide for the uniform health
and welfare of the residents throughout the County and further provides that all functions not
otherwise specifically assigned to others under the Charter shall be performed under the
supervision of the Mayor or his/her designee; and
WHEREAS, the Provider provides or will develop services of value to the County and has
demonstrated an ability to provide these services; and
WHEREAS, the County is desirous of assisting the Provider in providing those services and
the Provider is desirous of providing such services; and
WHEREAS, the County has appropriated funds through Ordinances 08 -105 and 08 -107 to
the Provider for the proposed services;
WHEREAS, the County has appropriated funds to the Provider for the proposed services,
NOW, THEREFORE, in consideration of the mutual covenants recorded herein, the parties
hereto agree as follows:
1. AMOUNT PAYABLE. Subject to available funds, the maximum amount payable for
services rendered under this contract shall not exceed:
City of Miami Homeless Assistance Program $34,000
Funding and contract payments will be available as noted below based on the prior year
performance grade issued by the County for each individual allocation and corresponding service
program.
Performance Grade
A
B
C
D
F
Percent Available
100%
85%
70%
60%
0%
For service programs with a performance grade of B, C, or D the maximum amount payable will
only be available upon written notice from the County if the Provider successfully satisfies all of the
terns and conditions of the corrective action plan issued by the County for each service program
within six (6) months from October 1, 2008, and the County determines that available funding
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should be restored to 100% of the maximum amount payable. The Provider, by signing the
Acknowledgment Form incorporated herein as Attachment J, acknowledges and agrees that the
County is only responsible for a percentage of the maximum amount payable based on the
Provider's already determined Performance Grade. Further, the Provider acknowledges that the
maximum amount payable will only be due, if at all, when the County in its sole discretion
determines that the Provider has successfully satisfied all of the terms and conditions of the
corrective action plan issued by the County for each service program within six (6) months from
October 1, 2008.
Service programs that received a performance grade of F will have three (3) months from October
1, 2008 to successfully satisfy all of the terms and conditions of the corrective action plan issued
for each service program as determined by the County that available funding should be restored to
100% of the maximum amount payable, as defined in the Fiscal Year 2008-2009 contract
Both parties agree that should available County funding be reduced, the amount payable under
this Contract may be proportionately reduced at the option of the County.
All services undertaken by the Provider before the County's approval of this Contract shall be at
the Provider's risk and expense.
It is the responsibility of the Provider to maintain sufficient financial resources to meet the
expenses incurred during the period between the provision of services and payment by the County.
Il. SCOPE OF SERVICES. The Provider agrees to render services in accordance with the
Scope of Services incorporated herein and attached hereto as Attachment A.
The Provider will implement the Scope of Services as described in -Attachment A in a
manner deemed satisfactory to the County. Any modification or amendment to the Scope of
Services shall not be effective until approved by the OGC in writing.
Ill. BUDGET SUMMARY. The Provider agrees that all expenditures or costs shaft be made in
accordance with the Budget that is attached herein and incorporated hereto as Attachment B.
The provider may shift funds between line items not to exceed fifteen percent (15%) of the
total budget by submission of a Budget Modification Request to the OGC for approval. Variances
greater than fifteen percent (15%) in any line item shall require prior approval and a budget
modification approved by the President, Vice President, or Executive Director of the Provider as
well as the OGC. The Budget Modification shall replace Attachment B.
In no event shall the budget include a line item for indirect costs in excess of fifteen percent
(15%) of the total budget_ If the budget includes a line item for indirect costs of less than fifteen
percent (15%), then the Provider must support such expenditure with proper documentation.
The Provider may amend the budget no more than twice during the term of this Contract. A
final budget revision must be submitted to the OGC no later than 45 days prior to the expiration of
the Contract
IV. EFFECTIVE TERM. The effective term of this Contract shall be from October 1, 2008 to
September 30, 2009. The County will not entertain any request for extensions. This contract is
not subject to renewal. J
V. INDEMNIFICATION BY PROVIDER.
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A. Government Entity. Government entity shall indemnify and hold harmless the
County and its officers, employees, agents and instrumentalities from any and all liability, losses or
damages, including attorney's fees and costs of defense, which the County or its officers,
employees, agents or instrumentalities may incur as a result of claims, demands, suits, causes of
actions or proceedings of any kind or nature arising out of, relating to or resulting from the
performance of the Contract by the government entity or its employees, agents, servants, partners,
principals or subcontractors. Government entity shall pay all claims and losses in connection
therewith and shall investigate and defend all claims, suits or actions of any kind or nature in the
name of the County, where applicable, including appellate proceedings, and shall pay all costs,
judgments, and attorney's fees which may issue thereon. Provided, however, this indemnification
shall only be to the extent and within the limitations of Section 768.28 Florida Stat, subject to the
provisions of the Statute whereby the government entity shall not be held liable to pay a personal
injury or property damage claim or judgment by any one person which exceeds the sum of
$100,000, or any claim or judgment or portions thereof, which, when totaled with all other claims or
judgments paid by the government entity arising out of the same incident or occurrence, exceed
the sum of $200,000 from any and all personal injury or property damage claims, liabilities, losses
or causes of action which may arise as a result of the negligence of the government entity.
B. All Other Providers. The Provider shall indemnify and hold harmless the County
and its officers, employees, agents and instrumentalities from any and all liability, losses or
damages, including attorneys' fees and costs of defense, which the County or its officers,
employees, agents or instrumentalities may incur as a result of claims, demands, suits, causes of
actions or proceedings of any kind or nature arising out of, relating to or resulting from the
performance of this Contract by the Provider or its employees, agents, servants, partners principals
or subcontractors.
Provider shall pay all claims and losses in connection therewith and shall investigate and defend all
claims, suits or actions of any kind or nature in the name of the County, where applicable, including
appellate proceedings, and shalt pay all costs, judgments, and attorney's flees which may issue
thereon.
Provider expressly understands and agrees that any insurance protection required by this Contract
or otherwise provided by Provider shalt in no way limit the responsibility to indemnify, keep and
save harmless and defend the County or its officers, employees, agents and instrumentalities as
herein provided.
C. Term of Indemnification. The provisions of this section or indemnification shall
survive the expiration or termination of this Contract.
VI. INSURANCE.
A. Government Entity. If the Provider is the State of Florida or agency or political
subdivision of the State as defined in Section 768.28; Florida Statutes, the Provider shall fumish to
the County, upon request, written verification of liability protection in accordance with section
768.28, Florida Statutes. Nothing herein shall be construed to extend any party's liability beyond
that provided in section 768.28, Florida Statues. The Provider shall also fumish the County, upon
request, written verification of the Worker's Compensation protection in accordance with Florida
Statute 440.
B. All Other Providers. The Provider shall furnish to Miami -Dade County, Office of
Grants Coordination, 2525 N.W. 62nd Street, 0 Floor, Miami, Florida 33147, Certificate(s) of
Insurance or written verification as determined by the County's Risk Management Division after
review of the Scope of Services (Attachment A). The Certificate holder shall be listed as: Miami -
Dade County, 111 N.W. 1sT Street, Suite 2340, Miami, Florida 33128. The County shall not
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disburse any funds until it is provided with the necessary Certificate(s) or written verification
(binders) and such documents have been approved by Risk Management. The Certificate (s) shall
indicate that insurance coverage has been obtained which meets the requirements as outlined
below.
Worker's Compensation insurance for all employees of the Provider as required by Florida
Statute 440.
Public Liability Insurance on a comprehensive basis in an amount not less than $300,000
combined single limit per occurrence for bodily injury and property damage. Miami -Dade County
must be shown as an additional insured with respect to this coverage.
Automobile Liability Insurance covering all owned, non -owned and hired vehicles used in
connection with the work, in an amount not less than $300,000 combined single limit per
occurrence for bodily injury and property damage.
Professional Liability Insurance, when applicable, in the name of the Provider in an amount
not less than $250,000.
Insurance policies required above shall be issued by companies authorized to do business
under the laws of the State of Florida, with the following qualifications:
The company must be rated no less than 'B' as to management, and
no less than "Class V' 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 subject to the approval of the County
Risk Management Division.
or
The company must hold a valid Florida Certificate of Authority as
shown in the latest "List of All Insurance Companies Authorized to do
Business in Florida,' issued by the- State of Florida Department of
Insurance and must be members of the Florida Guaranty Fund.
Certificates of Insurance shall indicate that no modification or change in insurance shall be made
without thirty (30) days written advance notice to the certificate holder.
Compliance with the- foregoing requirements stall not relieve the Provider of its- liability and
obligations under this Section or under any other section of this Agreement
The COUNTY reserves the right to inspect the Provider's original insurance policies at any time
during the tern of this Agreement.
C. Failure to Provide Certificates of Insurance. The Contractor shall be responsible for
assuring that the insurance certificates required in conjunction with this Section remain in force- for
the duration of the effective term of the Contract. If insurance certificates are scheduled to expire
during the effective tern, the Provider shall be responsible for submitting new or renewed
insurance certificates to the County prior to expiration.
In the event that expired certificates are not replaced with new or renewed certificates that cover
the effective term, the County may suspend the Contract until such time as the new or renewed
certificates are received by the County in the manner prescribed herein; provided, however, that
this suspended period does not exceed thirty (30) calendar days. Thereafter, the County may; at
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its sole discretion, terminate this contract
VH. PROOF OF LiCENSURE/CERTIFICATION AND BACKGROUND SCREENING.
A. Licensure. If the Provider is required by the State of Florida or Miami -Dade County
to be licensed or certified to provide the services or operate the facilities outlined in the Scope of
Services (Attachment A), the Provider shall furnish a copy of all required current licenses or
certificates. Examples of services or operations requiring such licensure or certification include but
are not limited to childcare, day care, nursing homes, and boarding homes.
if the Provider fails to furnish the County with the licenses or certificates required under this
Section, the County shall not disburse any funds until it is provided with such licenses or
certificates.
Failure to provide the licenses or certificates within sixty (60) days of execution of this Contract
may result in termination of this Contract.
B. Background Screening. The County requires that only employees and
subcontracted personnel with a satisfactory background check as described in Section 39.001 (2),
Florida Statutes and through an appropriate screening agency (i.e., the Florida Department of
Juvenile Justice, Florida Department of Law Enforcement, Federal Bureau of Investigation) work
with direct contact with juveniles.
Pursuant to 985.01 2(a) Florida Statutes, "each contract entered into... for services delivered on an
appointment or intermittent basis by a provider that does not have regular custodial responsibility
for children... must ensure that the owners, operators, and all personnel who have direct contact
with children are of good moral character..." In order to ensure this condition "(b) The Department
of Juvenile Justice... shall require employment screening pursuant to chapter 435, using the level
2 standards set forth in that chapter for personnel in programs for children or youths."
Pursuant to the above passages from Florida Statutes, it is required that all provider agency
personnel working directly with children must have a completed Level 1 Screening response from
the Florida Department of Law Enforcement that indicates that there has been no prior involvement
in any of the disallowed conditions, before beginning work with client youths. Level 1 Screenings
can be accomplished electronically on line with the Florida Department of Law Enforcement:
www.fdle.state.fl.us/ChminadHistory/. In addition, recognizing that Level 2 Screening can take
several weeks, Level 2 Screening must be initiated prior to beginning work directly with clients.
Any employee receiving positive response/responses to any of the enumerated charges as defined
in Level 1 and Level 2 background checks must immediately cease working with children or
youths: All employee personnel files shall reflect the initiation and completion of the required
background screening checks.
From the date of execution of this contract, Provider shall furnish the County with proof that
background screening Level 1 was completed. If the Provider fails to fumish to the County proof
that background screening Level 1 was completed and Level 2 was initiated prior to working
directly with client youths, the County shall not disburse any further fundsandthis Contract may be
subject to termination at the discretion of the County.
The County requires that only employees and subcontracted employees with a satisfactory
background check as described in Section► 435.03(3)(a), and through an appropriate screening
agency (i.e. Florida Department of Law Enforcement, Federal Bureau of Investigation) work in
direct contact with the elderly, disabled and persons with mental illness, in settings such as but not
limited to adult day care center, assisted living facilities, home equipment screening nursing
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homes, home health agencies (facilities for developmentally disabled, and mental health treatment
facilities.
V1ftin 30 days of execution of this contract, Provider shall furnish the County with proof that
background screening was initiated/completed. If the Provider fails to furnish to the County proof
that background screening was initiated within 30 days of execution of this contract, the County
shall not disburse any further funds and this Contract may be subject to termination at the
discretion of the County.
VIIi. CONFUCT OF INTEREST. The Provider agrees to abide by and be governed by Dade
County Ordinance No. 72-82 (Conflict of Interest Ordinance coded at Section 2-11.1 et al. of the
Code of Miami -Dade County), as amended, which is incorporated herein by reference as if fully set
forth herein, in connection with its Contract obligations hereunder.
IX. CIVIL RIGHTS. Provider agrees to abide by Chapter 11A of the Code of Miami -Dade
County (`County Codel, as amended, which prohibits discrimination in employment, housing and
public accommodations; Title VII of the Civil Rights Act of 1968, as amended, which prohibits
discrimination in employment and public accommodation; the Age Discrimination Act of 1975, 42
U.S.C. §2000d, as amended, which prohibits discrimination in employment because of age; the
Rehabilitation Act of 1973, 29 U.S.C. §794, as amended, which prohibits discrimination on the
basis of disability; the Americans with Disabilities Act, 42 U.S.C. §12103 et seq., which prohibits
discrimination in employment and public accommodations because of disability; the Federal Transit
Act, 49 U.S.C. §1642, as amended; and the Fair Housing Act, 42 U.S.C. §3641 et seq. It is
expressly understood that the Provider must submit an affidavit attesting that it is not in violation of
the Acts. If the Provider or any owner, subsidiary, or other firm affiliated with or related to the
Provider is found by the responsible enforcement agency, the Courts or the County to be in
violation of these acts, the County will conduct no further business with the Provider.
Any contract entered into based upon a false affidavit shall be voidable by the County. If the
Provider violates any of the Acts during the.term of any Contract the Provider has with the County,
such Contract shall be voidable by the County, even if the Provider was not in violation at the time
it submitted its affidavit
The Provider agrees that it is in compliance with the Domestic Violence Leave, codified as § 11A-
60 et seq. of the Miami -Dade County Code, which requires an employer, who in the regular course
of business has fifty (50) or more employees working in Miami -Dade County for each working day
during each of twenty (20) or more calendar work weeks to provide domestic violence leave to its
employees.
Failure to comply with this local law may be grounds for voiding or terminating this Contract or for
commencement of debarment proceedings against Provider.
X. NOTICES. it is understood and agreed between the parties that written notice addressed
to the OGC and mailed or delivered to the address appearing on page one (1) of the Contract and
written notice addressed to the Provider and mailed or delivered to the address appearing on page
one (1) of this Contract shall constitute sufficient notice to either party. Either party may at any
time designate a different address andlor contact person by giving written notice as provided
above to the other party.
XI. AUTONOMY. Both parties agree that this Contract recognizes the autonomy of and
stipulates or implies no affiliation between the contracting parties. It is expressly understood and
intended that the Provider is only a recipient of funding support and is not an agent or
instrumentality of the County. Furthermore, the Provider's agents and employees are not agents or
employees of the County.
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XII. SURVIVAL The parties acknowledge that any of the obligations in this agreement,
including but not limited to Provider's obligation to indemnify the County, will survive the term,
termination, and cancellation hereof. Accordingly, the respective obligations of the Provider and
the County under this agreement, which by nature would continue beyond the termination,
cancellation or expiration thereof, shall survive termination, cancellation or expiration hereof.
X111. BREACH OF CONTRACT: COUNTY REMEDIES.
A. Breach. A breach by the Provider shall have occurred under this Contract if: (1) the
Provider fails to provide the services outlined in the Scope of Services (Attachment A) within the
effective term of this Contract; (2) the Provider ineffectively or improperly uses the County funds
allocated under this Contract; (3) the Provider does not furnish the Certificates of Insurance
required by this Contract or as determined by the County's Risk Management Division; (4) the
Provider does not furnish proof of licensure/certification or proof of background screening required
by this Contract; (5) the Provider fails to submit, or submits incorrect or incomplete proof of
expenditures to support disbursement requests or advance funding disbursements or fails to
submit or submits incomplete or incorrect detailed reports of expenditures or final expenditure
reports; (6) the, Provider does not submit or submits incomplete or incorrect required reports; (7)
the Provider refuses to allow the County access to records or refuses to allow the County to
monitor, evaluate and review the Provider's program; (8) thel Provider discriminates- under any of
the laws outlined in Section IX of this Contract; (9) the Provider fails to provide Domestic Violence
Leave to its employees pursuant to local law, (10) the Provider falsifies or violates the provisions of
the Drug Free Workplace Affidavit (Attachment D); (11) the Provider attempts to meet its
obligations under this contract through fraud, misrepresentation or material misstatement; (12) the
Provider fails to correct deficiencies found during a monitoring, evaluation or review within the
specified time; (13) the Provider fails to meet the terms and conditions of any obligation under any
contract or otherwise or any repayment schedule to the County or any of its agencies or
instrumentalities; (14) the Provider fails to submit the Certificate of Corporate Status, Board of
Directors requirement or proof of tax status; (15) fails to meet any of the terms and conditions of
the Dade County Affidavits (Attachment D) or the State Affidavit (Attachment E); or (16) the
Provider fails to fulfill in a timely and proper manner any and all of its obligations, covenants,
agreements and stipulations in this Contract. Waiver of breach of any provisions of this Contract
shall not be deemed to be a waiver of any other breach and shall not be construed to be a
modification of the terms of this Contract
B. County Remedies. If the Provider breaches this Contract, the County may pursue
any or all of the following remedies:
I. The County may terminate this Contract by giving written notice to the
Provider of such termination and specifying the effective date thereof at least five (5) days before
the effective date of termination. In the event of termination, the County may. (a) request the
return of all finished or unfinished documents, data studies, surveys, drawings, maps, models,
photographs, reports prepared and secured by the Provider with County funds under this Contract;
(b) seek reimbursement of County funds allocated to the Provider under this Contract; or (c)
terminate or cancel any other contracts entered into between the County and the Provider. The
Provider shall be responsible for all direct and indirect costs associated with such termination,
including attorney's fees;
2. The County may suspend payment in whole or in part under this Contract by
providing written notice to the Provider of such suspension and specifying the effective date
thereof, at least five (5) days before the effective date of suspension. On the effective date of
suspension the Provider must immediately cease to provide services pursuant to this Contract All
payments to Provider as of this date shall cease. If payments are suspended, the County shall
specify in writing the actions that must be taken by the Provider as condition precedent to
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resumption of payments and shall specify a reasonable date for compliance. The County may also
suspend any payments in whole or in part under any other contracts entered into between the
County and the Provider. The Provider shall be responsible for all direct and indirect costs
associated with such suspension, including attorney's fees;
3. The County may seek enforcement of this Contract including but not limited
to filing an action with a court of appropriate jurisdiction. The Provider shall be responsible for all-
direct
lldirect and indirect costs associated with such enforcement, including attorney's fees;
4. The County may debar the Provider from future County contracting;
5. If, for any reason, the Provider should attempt to meet its obligations under
this Contract through fraud, misrepresentation or material misstatement, the County shall,
whenever practicable terminate this Contract by giving written notice to the provider of such
termination and specifying the effective date thereof at least five (5) days before the effective date
of such termination. The County may terminate or cancel any other contracts which such individual
or entity has with the County. Such individual or entity shall be responsible for all direct and
indirect costs associated with such termination or cancellation, including attorney's fees. Any
individual or entity who attempts to meet its contractual obligations with the county through fraud,
misrepresentation or material misstatement may be disbarred from county contracting for up to five
(5) years;
6. Any other remedy available at law or equity.
C. The Mayor or his/her designee is authorized to terminate this Contract on behalf of
the County.
D. Failures or waivers to insist on strict performance of any covenant, condition, or
provision of this Contract by the County shall not be deemed a waiver of any rights or remedies,
nor shall it relieve the Provider from performing any subsequent obligations strictly in accordance
with the term of this Contract. No waiver shall be effective unless in writing and signed by the
parties. Such waiver shall be limited to provisions of this Contract specifically referred to therein
and shall not be deemed a waiver of any other provision. No waiver shall constitute a continuing
waiver unless the writing states otherwise.
E. Damages Sustained. Notwithstanding the above, the Provider shall not be relieved
of liability to the County for damages sustained by the County by virtue of any breach of the
Contract, and the County may withhold any payments to the Provider until such time as the exact
amount of damages due the County is determined. The County may also pursue any remedies
available at law or equity to compensate for any damages sustained by the breach. The Provider
shall be responsible for all direct and indirect costs associated with such action, including
attorney's fees.
XIV. TERMINATION BY EITHER PARTY. Both parties agree that this Contract may be
terminated by either party hereto by written notice to the other party of such intent to terminate at
least thirty (3f}) days prior to the effective date of such termination. The Mayor or his/her designee
is authorized to terminate this Contract on the behalf of the County.
XV. PAYMENT PROCEDURES. The County agrees to pay the Provider for services rendered
under this Contract based on the procedures outlined below, the approved line item budget, and if
applicable the Sherman S. Winn Prompt Payment Ordinance (Ordinance 94-40).
A. Performance Based Contract How payment will be made. The parties agree that
this is a performance-based Contract and that the Provider shall be paid on an incremental basis
contingent upon the submission of a satisfactory Monthly Performance Report and a satisfactory
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Monthly Summary of Expenditures Report. The County has the right to withhold payment if the
Department deems either required monthly report to be unsatisfactory. The County shall have the
sole discretion in determining if the Provider is entitled to such funds and the County's decision in
this matter shall be binding.
On October 1, 2008 or thereafter, upon execution of the Contract (to include proof of
insurance), the County will provide the Provider with twenty-five percent (25%) of the contract
amount. Thereafter, for each month of satisfactory performance, the County will reimburse the
Provider up to 1/11'h of seventy-five percent (75%) of the remaining contract amount Monthly
disbursements shall occur upon receipt of the Monthly Performance Report and the Monthly
Summary of Expenditures Report and is contingent upon the Provider's overall satisfactory
performance.
The County reserves the right to convert this Contract to a cost -basis Contract in which the
Provider shaft be paid through reimbursement payment based on the budget approved under this
Contract and when documentation of service delivery is provided.
Once the determination has been made to convert to a cost -basis method, the Provider shall
submit to the Office of Grants Coordination a Monthly Reimbursement form on a monthly basis.
Monthly reimbursement requests and accompanying supporting documentation must be received
by the OGC no later than the 15"' of the month following the month for which reimbursement is
requested.
B. No Payment of Subcontractors. In no event shall County funds be advanced
directly to any subcontractor hereunder.
C. Requests for Payment The County agrees to pay all budgeted costs incurred by
the Provider which are allowable under the County guidelines. In order to receive payment for
allowable costs, the Provider shall submit a Monthly Summary of Expenditures Report and a
Monthly Performance Report on forms provided by the OGC. The OGC must receive the Monthly
Summary of Expenditures Report and the Monthly Performance Report no later than the 15"' day
of the month following the month for in which services were provided. The Monthly Summary of
Expenditures Report shall reflect the expenses incurred by the Provider for the month services
were rendered and documented in the Monthly Performance Report. Upon submission of
satisfactory required monthly reports, the OGC shall make payment.
The Provider shall not be required to submit documentation of expenditures for payment.
The Provider, however, agrees to maintain originals of cancelled checks, invoices, receipts, and
other evidence of indebtedness as proof of expenditure. When original documents cannot be
produced, the Provider must adequately justify their absence in writing and furnish copies as proof
of expenditure.
These documents shall be maintained by the Provider for a period of no less than five years
and shall be made available for County staff inspection at any time.
The County will not approve payments for in-kind or volunteer services provided by the
Provider on behalf of the project
D. Processing the Request for Payment The parties agree that the processing of a
payment request shall take a minimum of fifteen (15) days from receipt, if the required monthly
reports are satisfactory. The County's Finance Department will issue and mail the check directly to
the Provider at the address listed on page one (1) of this Contract, unless otherwise directed by the
Provider. It is the responsibility of the Provider to maintain sufficient financial resources to meet
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the expenses incurred during the period between the provision of services and payment by the
County.
Failure to submit the Monthly Performance Report and Monthly Summary of Expenditures
Report in a manner deemed correct and acceptable by the County, by the 15th day of each month
following the month in which the service was delivered, shall be considered a breach of this
Contract and may result in termination of this Contract.
E, Closeout Reportinq Process/Recapture of Funds. Upon the expiration of this
Contract, the Provider shall submit Closeout Report documents to the OGC no more than forty-five
(45) days after the expiration of this Contract These documents shall include a cumulative year-
end summary of Provider's program performance, the Year -End Closeout Report and the Property
Inventory Report If after receipt of these documents, the OGC determines that the Provider has
been paid funds not in accordance with the Contract, and to which it is not entitled, the Provider
shall return such funds to the County or submit appropriate documentation. The County shall have
the sole discretion in determining if the Provider is entitled to such funds and the County's decision
on this matter shall be binding. Additionally, any unexpended or unallocated funds shall be
recaptured by the County.
OGC Contract Manapernent Guidance. All requests for payment will be processed pursuant to
written guidance provided by the OGC.
XVI. PROHIBITED USE OF FUNDS.
A. Adverse Actions or Proceeding. The Provider shall not utilize County funds to retain
legal counsel for any action or proceeding against the County or any of its agents,
instrumentalities, employees or o€ficials. The Provider shall not utilize County funds to provide
legal representation, advice or counsel to any client in any action or proceeding against the County
or any of its agents, instrumentalities, employees or officials.
B. Religious Purposes. County funds shall not be used for religious purposes.
C. CommingErng Funds. The Provider shall not commingle funds provided under this
Contract with funds received from any other funding sources.
XVII. RECORDS, REPORTS, AUDITS, MONITORING AND REVIEW.
A. Certificate of Corporate Status. The provider must submit to the OGC, within thirty
(30) days from the date of execution of this Contract, a certificate of status in the name of the
provider, which certifies the following: that the provider is organized under the laws of the State -o€
Florida; that all fees and penalties have been paid; that the providers most recent annual report
has been filed, that its status is active; and that the provider has not filed an Article of Dissolution.
B. Board of Director Requirements. The Provider shall insure that the Board of
Directors is apprised of the fiscal, administrative and contractual obligations of the project funded
through the County by passage of a formal resolution authorizing execution of the Contract with the -
County. Failure to provide a copy of the resolution within 15 days of execution of this contract may
result in termination of this Contract.
C. Proof of Tax Status. The Provider is required to submit to the County the following
documentation: (a) The I.R.S. tax exempt status determination letter, (b) the most recent I.R.S.
form 99G; (c) the annual submission of 1.R.S. form 990 within (6) months after the Provider's fiscal
year end; (d) IRS 941 - Quarterly Federal Tax Return Reports within thirty-five (35) days after the
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quarter ends and if the 944 reflects a tax fia-b-ility, proof of payment must be submitted within sixty
(60) days after the quarter ends.
D. Quarterly Expenditure Reports: The Provider is required to submit to the OGC the
Quarterly Expenditure Report (Attachment H) which shall reflect the actual quarterly expenses
incurred by the Provider. These reports are due to the OGC thirty five (35) days after the quarter
ends. The Provider agrees to reimburse the County for unallowable expenditures as determined -
by the OGC.
E. Accounting Records. The Provider shall keep accounting records which conform
with generally accepted accounting principles. All such records will be retained by the Provider for
not less than five (5) years beyond the term of this Contract.
F. Financial Audit. If the Provider has or is required to have an annual certified public
accountant's opinion and related financial statements, the Provider agrees to provide these
documents to the OGC no later than one hundred eighty (480) calendar days following the end of
the Provider's fiscal year, for each year during which this Contract remains in force or until aH funds
earned from this Contract have been so audited, whichever is later.
G. Access to Records: Audit The Counter reserves the right to require the Provider to
submit to an audit by an auditor of the County's choosing. The Provider shall provide access to, all
of its records which relate to this Contract at its place of business during regular business hours.
The Provider agrees to provide such assistance as may be necessary to facilitate their review or
audit by the County to insure compliance with applicable accounting and financial standards. The
Provider agrees to maintain supporting documentation for all services provided under this Contract
and shall submit such supporting documentation to the County upon request
H. Office of Miami -Dade County Inspector General. Miami -Dade County has
established the Office of Inspector General which is empowered to perform random audits on all
County contracts throughout the duration of each contract. Grant recipients are exempt from
paying the cost of the audit which is normally % of 11% of the total contract amount.
The Miami -Dade County Inspector General is authorized and empowered to review past, present
and proposed County- and Public Health Trust programs-, contracts, transactions, accounts, records
and programs. In addition, the Inspector General has the power to subpoena witnesses,
administer oaths, require the production of records and monitor existing projects and programs.
Monitoring of an existing project or program may include a report concerning whether the project is
on time, within budget and in compliance with plans, specifications and applicable law.
The Inspector General is. empowered to analyze the necessity of and reasonableness of proposed
change orders to the Contract The Inspector General is empowered to retain the services of
independent private sector inspectors general to audit, investigate, monitor, oversee, inspect and
review operations, activities, performance and procurement process including but not limited to
project design, bid specifications, proposal submittals, activities of the Provider, its officers, agents
and employees, lobbyists, County staff and elected officials to ensure compliance with contract
specifications and to detect fraud and corruption.
Upon ten (10) days prior written notice to the Provider from the Inspector General or Independent
Private Sector Inspector General (IPSIG) retained by the Inspector General, the Provider shall
make all requested records and documents available to the Inspector General or IPSIG for
inspection and copying.
Rev IOM 1.1018 PB
The Inspector General and IPSIG shalt have the right to inspect and copy all documents and
records in the Provider's possession, custody or control which, in the Inspector General's or
IPSIG's sole judgment, pertain to performance of the contract, including, but not limited to original
estimate files, worksheets, proposals and Contracts from and with successful and unsuccessful
subcontractors and suppliers, all project -related correspondence, memoranda, instructions,
financial documents, construction documents, proposal and contract documents, back -charge
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.
The provisions in this section shall apply to the Provider, its officers, agents, employees,
subcontractors and suppliers. The Provider shall incorporate the provisions in this section in all
subcontractors and all other Contracts executed by the Provider in connection with the
performance of the contract
Nothing in this contract shall impair any independent right of the County to conduct audit or
investigative activities. The provisions of this section are neither intended nor shall they be
construed to impose any liability on the County by the Provider or third parties.
I. Independent Private Sector Inspector General Reviews. Pursuant to Miami -Dade
County Administrative Order 3-20, the Provider is aware that the County has the right to retain the
services of an independent Private Sector Inspector General C'IPSIG'), whenever the County
deems it appropriate to do so. Upon written notice from the County, the Provider shall make
available to the IPSIG retained by the County, all requested records and documentation pertaining
to this Contract for inspection and copying. The County shall be responsible for the payment of
these IPSIG services, and under no circumstance shall the Provides budget and any changes
thereto approved by the County, be inclusive of any charges relating to these IPSIG services.
The terms of this provision herein, apply to the Provider, its officers, agents, employees,
subconsultants and assignees. Nothing contained in this provision shah impair any independent
right of the County to conduct an audit or investigate the operations, activities and performance of
the Provider in connection with this Contract The terms of this Section shall not impose any
liability on the County by the Provider or any third party.
J. Progress Reports. The Provider shall furnish the OGC with written monthly
progress reports (Attachment F) on the achievement of its goals as outlined in its Scope of
Services. The reports shall explain the Providers progress for that month. The data should be
quantified when appropriate. Said reports are due to the OGC by the 150 day of the month
following the end of each month. The final progress report shall be due to the OGC forty-five (45)
days after the expiration or termination of this Agreement
K Monitoring: Management Evaluation and Performance Review. This section shall
pertain only to Providers whose funding allocation under this Contract is $10,000 or more or whose
funding allocation becomes $10,000ior more during the term of this Contract
The Provider agrees to permit County personnel to perform random scheduled monitoring, reviews
and evaluations of the program(s) which is the subject of this Contract. The OGC shah monitor
fiscal, administrative, and programmatic compliance with all the terms and conditions of the
Contract. The Provider shall permit the OGC to conduct site visits, client assessment surveys, and
other techniques deemed reasonably necessary to fulfill the monitoring function. A report of the
Go's findings will be delivered to the Provider and the. Provider will rectify all deficiencies cited
within the period of time specified in the report If such deficiencies are not corrected within the
specified time, the County may suspend payments or terminate this Contract. The OGG shall
conduct one or more formal management evaluation and performance reviews of the Provider.
Rev 10/08 12 of 18 PB
Continuation of this Contract or future funding is dependent upon satisfactory evaivation
conclusions.
L Client Records. The Provider shall maintain a separate individual case file for each
client/family served. This case file shall include all pertinent information regarding case activity. At
a minimum, the case file will contain referral and intake information, treatment plans, and case
notes documenting the dates services were provided and the type of service provided. These fifes
shall be subject to the audit and inspection requirements under Article XVII Section F, G, H, and J
of this Contract.
M. Health Insurance Portability and Accountability Act. Any person or entity that
performs or assists Miami -Dade County with a function or activity involving the use or disclosure of
individually identifiable health information (IIHI) and/or Protected Health information (PHI) shall
comply with the Health Insurance Portability, and Accountability Act (HiPAA) of 1996 and the
Miami -Dade County Privacy Standards Administrative Order. HIPAA mandates for privacy,
security and electronic transfer standards include but are not limited to:
1. Use of information only for performing services required by the contract or as
required by law,
2. Use of appropriate safeguards to prevent non -permitted disclosures;
3. Reporting to Miami -Dade County of any non -permitted use or disclosure;
4. Assurances that any agents and subcontractors agree to the same restrictions and
conditions that apply to the Provider and reasonable assurances that IIHP/PHI will
be held confidential;
5. Making Protected health information (PHI) available to the customer,
6. Making PHI available to the customer for review and amendment; and incorporating
any amendments requested by the customer,
7. Making PHI available to Miami -Dade County for an accounting of disclosures; and
8. Making internal practices, books, and records related to PHI available to Miami -
Dade County for compliance audits.
PHI shall maintain its protected status regardless of the form and method of transmission (paper
records, and/or electronic transfer of data). The Provider must give its customers written notice of
its privacy information practices including specifically, a description of the types of uses and
disclosures that would be made with protected health information.
N. Disaster Plan/Continuity of Operations Plan (COOP). The Provider shall submit to
the OGC an Agency Disaster Plan/COOP by April 1 "of each contract year. If the Provider does
not have a COOP Plan currently with the OGC (submitted within the past year) it must submit a
COOP Plan within 30 days of execution of this Contract
The Plan should be updated annually. At a minimum, the Plan should describe how the Provider
establishes and maintains an effective response to emergencies and disasters, and must comply
with any Emergency Management related Florida Statutes applicable to the Provider. The Disaster
Plan is subject to review and approval of the County.
XViiI. SUBCONTRACTORS AND ASSIGNMENTS.
A. Subcontracts. The parties agree that no assignment or subcontract will be made or
let in connection with this Contract without the prior written approval of the OGC, which shall not be
unreasonably withheld, and that all subcontractors or assignees shall be governed by the terms
and conditions of this Contract.
Rev 10/09 l3 of 18 PB
B. If this Contract involves the expenditure of $100,000 or more by the County and the
Provider intends to use subcontractors to provide the services listed in the Scope of Services
(Attachment A) or. suppliers to supply the materials, the Provider shall provide the names of the
subcontractors and suppliers on the form attached as Attachment G. Provider agrees that it will
not change or substitute subcontractors or suppliers from those listed in Attachment G without prior
written approval of the County.
1) If the Provider will cause any part of this Agreement to be performed by a
Subcontractor, the provisions of this Agreement will apply to such
Subcontractor and its officers, agents and employees in all respects as if it
and they were employees of the Provider, and the Provider will not be in any
manner thereby discharged from its obligations and liabilities hereunder, but
will be liable hereunder for all acts and negligence of the Subcontractor, its
officers, agents, and employees, as if they were employees of the Provider.
The services performed by the Subcontractor will be subject to the
provisions hereof as if performed directly by the Provider.
2) The Provider, before making any subcontract for any portion of the services,
will state in writing to the County the name of the proposed Subcontractor,
the portion of the Services which the Subcontractor is to perform, the place
of business of such Subcontractor, and such .other information as the County
may require. The County will have the right to require the Provider not to
award any subcontract to a person, firm, or corporation disapproved by the
County.
3) Before entering into any subcontract hereunder, the Provider will inform the
Subcontractor fully and completely of all provisions and requirements of this
Agreement relating either directly or indirectly to the Services to be
performed. Such Services performed by such Subcontractor will strictly
comply with the requirements of this Agreement.
4.) In order to qualify as a Subcontractor satisfactory to the County, in addition
to the other requirements herein provided, the Subcontractor must be
prepared to prove to the satisfaction of the County that it has the necessary
facilities, skill and experience, and ample financial resources to perform the
Services in a satisfactory manner. To be considered skilled and experienced,
the Subcontractor must show to the satisfaction of the County that it has
satisfactorily performed services of the same general type which is required
to be performed "under this Agreement
5) The County shall have the right to withdraw its consent to a subcontract if it
appears to the County that the subcontract will delay, prevent, or otherwise
impair the performance of the Contractor's obligations under this Agreement
All Subcontractors are required to protect the confidentiality of the County's
and County's proprietary and confidential information. Provider shall famish
to the County copies of all subcontracts between Provider and
Subcontractors and suppliers hereunder. Within each such subcontract,
there shall be a clause for the benefit of the County permitting the County to
request completion of performance by the Subcontractor of its obligations
under the subcontract, in the event the County finds the Contractor in breach
of its obligations, the option to pay the Subcontractor directly for the
performance by such subcontractor. Notwithstanding, the foregoing shall
neither convey nor imply any obligation or liability on the part of the County
to any subcontractor hereunder as more fully described herein.
Rev 10/08 14 of 18 PB
B. Prompt Payments to Subcontractors. The Provider shall issue prompt payments
to subcontractors that are small businesses (annual gross sales of $750,000 or less with its
principal place of business in Miami -Dade County) and shall have a dispute resolution procedure in
place to address disputed payments. Pursuant to the County's Sherman S. Winn Prompt Payment
Ordinance (Ordinance 9440), Section 2-8.1.4 of the Code of Miami -Dade County, Administrative
Order No. 3-19, and the Florida Prompt Payment Act, payments must be made within thirty (30)
days of receipt of a proper invoice. Failure to issue prompt payments to small business
subcontractors or adhere to dispute resolution procedures may be grounds for suspension or
termination of this Agreement or disbarment
XIX. LOCAL, STATE, AND FEDERAL COMPLIANCE REQUIREMENTS
Provider agrees to comply, subject to applicable professional standards, with the provisions
of any and ail applicable Federal, State and the County orders, statutes, ordinances, the rules and
regulations which may pertain to the Services required under this Agreement, including but not
limited to: '
a) Miami -Dade County Florida, Department of Business Development Participation
Provisions, as applicable to this Agreement.
b) Miami -Dade County Code, Chapter 11A, Article 3. All Providers and subcontractors
performing work in connection with this Agreement shall provide equal opportunity
for employment [and services] because of race, religion, color, age, sex, national
origin, sexual preference, disability or marital status_ The aforesaid provision shall
include, but not be limited to, the following: employment, upgrading, demotion or
transfer, recruitment advertising; layoff or termination; rates of pay or other forms of
compensation; and selection for training, including apprenticeship. The Provider
agrees to post in. a conspicuous place available for employees and applicants for
employment, such notices as may be required by the Dade County Fair Housing
and Employment Commission, or other authority having jurisdiction over the work
setting forth the provisions of the nondiscrimination law.
c) "Conflicts of Interest" Section 2-11 of the County Code, and Ordinance 01-199.
d) Miami -Dade County Code Section 10-38 "Debarment'.
e) Miami -Dade County Ordinance 99-5, codified at 11A-60 et. seq. of Miami -Dade
Code pertaining to complying with the County's Domestic Leave Ordinance.
f) Miami -Dade County Ordinance 99-152, prohibiting the presentation, maintenance,
or prosecution of false or fraudulent claims against Miami -Dade County.
Notwithstanding any other provision of this Agreement, provider shall not be required pursuant to
this Agreement to take any action or abstain from taking any action if such action or abstention
would, in the good faith determination of the Contractor, constitute a violation of any law or
regulation to which Contractor is subject, including but not limited to laws and regulations requiring
that Contractor conduct its operations in a safe and sound manner.
XY_ MISCELLANEOUS.
A. Out of Town Travel. Costs for out-of-town travel are allowable, if they are useful
for the administering of program activities. All travel must be approved by OGC two weeks prior to
date travel is to be taken.
Rev 10/08 IS 018 PB
B. Petty Cash. Community Based Organizations who establish a petty cash fund must
maintain detailed support documentation.
C. Publici . It is understood and agreed between the parties hereto that this Provider
is funded by Miami -Dade County. Further, by the acceptance of these funds, the Provider agrees
that events funded by this Contract shall recognize the County as a funding source. The Provider
shall submit sample or mock-up of such publicity or materials to the OGC for review and approval
prior to using such materials. The Provider shall ensure that all publicity, public relations,
advertisements and signs recognizes the County for the support of all contracted activities.
This is to include, but is not limited to, all posted signs, pamphlets, wall plaques, cornerstones,
dedications, notices, flyers, brochures, news releases, media packages, promotions, and
stationery. The use of the official County logo is permissible for the expressed purposes listed
herein. The Provider shall ensure that all media representatives, when inquiring about the
activities funded by this contract, are informed that the County is its funding source.
D. Contract Guidelines. This Contract is made in the State of Florida and shall be
governed according to the laws of the State of Florida. Proper venue for this Contract shall be
Miami -Dade County, Florida.
E. Modifications and Change Orders. Any alterations, variations, modifications,
extensions or waivers of provisions of this Contract including but not limited to amount payable and
effective term shall only be valid when they have been reduced to writing, duly approved and
signed by both parties and attached to the original of this Contract.
The County and Provider mutually agree that modification of the Scope of Services
schedule of payments, billing and cash payment procedures, set forth herein and other such
revisions may be negotiated as a written amendment to this Contract between the parties.
The County and Provider mutually agree that the County may effect amendments to the
Contract without the written consent of the Provider, to conform the Contract to changes in the
laws, directives, guidelines and objectives of County, State and Federal governments.
The Mayor or his/her designee is authorized to make modifications to this Contract as
described herein on behalf of the County.
The Office of the Inspector General shall have the power to analyze the need for, and the
reasonableness of proposed change orders.
F. Counterparts. This Contract is signed in five 5 counterparts, and each counterpart
shall constitute an original of this Contract.
G. Headings, Use of Singular and Gender. Paragraph headings are for convenience
only and are not intended to expand or restrict the scope or substance of the provisions of this
Contract. Wherever used herein, the singular shall include the plural and plural shall include the
singular, and pronouns shall be read as masculine, feminine or neuter as the context requires.
H. Totality of Contract/Severability of Provisions. This eighteen (18) page Contract
with it recitals on the first page of the Contract and with its attachments as referenced below
contain all the terms and conditions agreed upon by the parties:
Attachment A: Scope of Services
Attachment B: Budget
PIOV IOU 16 of 18 PB
Attachment C:
Payment Request
Attachment D:
Miami -Dade County Affidavits
Attachment E:
State Public Entities Crime Affidavit
Attachment F:
Progress Report (to be provided by OGC)
Attachment G:
List of Subcontractors and Suppliers
Attachment H:
Quarterly Expenditure Report (to be provided by OGC)
Attachment 1:
Authorized Signature Form
Attachment J:
Acknowledgement Form (if applicable)
No other Contract, oral or otherwise, regarding the subject matter of this Contract shall be deemed
to exist or bind any of the parties hereto. If any provision of this Contract is held invalid or void, the
remainder of this Contract shall not be affected thereby if such remainder would then continue to
conform to the terms and requirements of applicable law.
SIGNATURES APPEAR ON THE FOLLOWING PAGE
Rev 10108 17 018 PB
Control #9-CMIA-HH-PB
IN WITNESS WHEREOF, the parties have executed this Contract effective as of the contract date
herein above set forth.
CITY OF MIAMI A MUNICIPAL
CORPORATION OF THE STATE OF
FLORIDA
By:
Name:
Title:
Date:
Attest:
Authorized Person OR
Notary Public
Print Name:
Title:
Corporate Seal OR Notary Seal/Stamp:
MIAMI-DADE COUNTY
By:
Name:
Title:
Date:
Attest: HARVEY RUVIN, Clerk
Board of County Commissioners
By:
Print Name:
Rev 10/08 18 Of 18 PB